Registration Nos. 333-17217 and 811-07953

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 2021

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

 

UNDER

THE SECURITIES ACT OF 1933

 
  Pre-Effective Amendment No.  
  Post-Effective Amendment No. 157  
    and/or    
 

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

 
  Amendment No. 159  

(Check appropriate box or boxes)

 

 

EQ ADVISORS TRUST

(formerly 787 Trust)

(Exact name of registrant as specified in charter)

 

 

1290 Avenue of the Americas

New York, New York 10104

(Address of principal executive offices)

Registrant’s Telephone Number, including area code: (212) 554-1234

 

 

William T. MacGregor, Esq.

Executive Vice President, General Counsel and Secretary

Equitable Investment Management Group, LLC

1290 Avenue of the Americas

New York, New York 10104

(Name and address of agent for service)

 

 

Please send copies of all communications to:

Mark C. Amorosi , Esq.

K&L Gates LLP

1601 K Street N.W.

Washington, D.C. 20006

 

 

Approximate Date of Proposed Public Offering: Effective Date of this Post-Effective Amendment.

Title of Securities Being Registered: Class IB and Class K Shares of Beneficial Interest

It is proposed that this filing will become effective:

 

immediately upon filing pursuant to paragraph (b)

on (date) pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)

on (date) pursuant to paragraph (a)

75 days after filing pursuant to paragraph (a) of Rule 485

if appropriate, check the following box:

 

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 


EQ ADVISORS TRUST

CONTENTS OF REGISTRATION STATEMENT

This registration statement is comprised of the following:

Cover Sheet

Contents of Registration Statement

Part A – Prospectus for EQ/AB Sustainable U.S. Thematic Portfolio, and Prospectus for Equitable Moderate Growth MF/ETF Portfolio and Equitable Growth MF/ETF Portfolio (the “New Portfolios”)

Part B – Statement of Additional Information for the New Portfolios

Part C – Other Information

Signature Page

Exhibits


The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Subject to Completion

 

Preliminary Prospectus dated September 24, 2021

 

EQ Advisors TrustSM

 

Prospectus dated December     , 2021

 

 

 

This prospectus describes two (2) Portfolios* offered by EQ Advisors Trust (the “Trust”) and the Class IB and Class K shares offered by the Trust on behalf of the Portfolios that you can choose as investment alternatives. Each Portfolio has its own investment objective and strategies that are designed to meet different investment goals. This prospectus contains information you should know before investing. Please read this prospectus carefully before investing and keep it for future reference.

 

Equitable Moderate Growth MF/ETF Portfolio

Equitable Growth MF/ETF Portfolio

 

  *

Not all of these Portfolios may be available as an investment in your variable life or annuity product. Please consult your product prospectus to see which Portfolios are available under your contract.

 

 

The Securities and Exchange Commission and the Commodities Futures Trading Commission have not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

 

    

(131224)

 

EQ Advisors Trust


Table of contents

 

 

 

1. Goals, Strategies & Risks

     3  

Equitable Moderate Growth MF/ETF Portfolio

     3  

Equitable Growth MF/ETF Portfolio

     12  

2. The Portfolios at a Glance

     21  

3. More About Investment Strategies & Risks

     23  

Strategies

     23  

Risks

     24  

4. Information Regarding the Underlying Portfolios and Underlying ETFs

     57  

5. Management of the Trust

     65  

The Trust

     65  

The Adviser

     65  

Advisory Fees

     66  

The Administrator

     66  

Administration Fees

     67  

Expense Limitation Agreement

     67  

Conflicts of Interest

     68  

Legal Proceedings

     70  

6. Portfolio Services

     72  

Buying and Selling Shares

     72  

Restrictions on Buying and Selling Shares

     72  

How Portfolio Shares are Priced

     74  

Dividends and Other Distributions

     75  

Tax Consequences

     75  

Fund Distribution Arrangements

     76  

Compensation to Financial Intermediaries

     76  

7. Financial Highlights

     78  

    

 

2   Table of contents   EQ Advisors Trust


1. Goals, Strategies, & Risks

 

 

Equitable Moderate Growth MF/ETF Portfolio – Class IB and K Shares

 

Investment Objective: Seeks long-term capital appreciation and current income, with a greater emphasis on current income.

 

FEES AND EXPENSES OF THE PORTFOLIO

 

The following table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. The table below does not reflect any fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (“Contracts”), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

 

Shareholder Fees

(fees paid directly from your investment)

Not applicable.

 

 
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
 
Equitable Moderate Growth MF/ETF
Portfolio
  Class IB
Shares
    Class K
Shares
 

Management Fee

            %               %  

Distribution and/or Service Fees (12b-1 fees)

            %               %  

Other Expenses

            %             %

Acquired Fund Fees and Expenses

            %             %

Total Annual Portfolio Operating Expenses

            %               %  

Fee Waiver and/or Expense Reimbursement†

    - %       - %  

Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement

            %               %  
*   Based on estimated amounts for the current fiscal year.
  Pursuant to a contract, Equitable Investment Management Group, LLC (the “Adviser”) has agreed to make payments or waive its and its affiliates’ management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2023 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Arrangement”) so that the annual operating expenses (including Acquired Fund Fees and Expenses) of the Portfolio (exclusive of taxes, interest, brokerage commissions, dividend and interest expenses on securities sold short, capitalized expenses and extraordinary expenses not incurred in the ordinary course of the Portfolio’s business) do not exceed an annual rate of average daily net assets of     % for Class IB shares and     % for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by the Adviser at any time after April 30, 2023. The Adviser may be reimbursed the amount of any such payments or waivers in the future provided that the payments or waivers are reimbursed within three years of the payments or waivers being recorded and the Portfolio’s expense ratio, after the reimbursement is taken into account, does not exceed the Portfolio’s expense cap at the time of the waiver or the Portfolio’s expense cap at the time of the reimbursement, whichever is lower.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the Expense Limitation Arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions, whether you redeem or hold your shares, your costs would be:

 

     1 Year     3 Years  

Class IB Shares

  $               $            

Class K Shares

  $               $            

 

PORTFOLIO TURNOVER

 

The Portfolio will not incur transaction costs, such as commissions, when it buys and sells shares of the Underlying Portfolios, but it will incur transaction costs when it buys and sells other types of securities (including exchange traded securities of Underlying ETFs) directly (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Portfolio’s performance. Because the Portfolio had not commenced investment operations as of the date of this Prospectus, it does not have portfolio turnover information for the prior fiscal year to report.

 

INVESTMENTS, RISKS, AND PERFORMANCE

 

Principal Investment Strategy: Under normal market conditions, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in other mutual funds and in exchange traded securities of other investment companies and investment vehicles. The Portfolio pursues its investment objective by investing in other mutual funds managed by Equitable Investment Management Group, LLC (“EIM” or “Adviser”) and in investment companies managed by investment managers other than EIM (affiliated and unaffiliated “Underlying Portfolios”) and in exchange traded securities of other investment companies or investment vehicles (“Underlying ETFs”) comprising various asset categories. The Adviser, under the oversight of the Trust’s Board of Trustees, has established an asset allocation target for the

 

EQ Advisors Trust   Equitable Moderate Growth MF/ETF Portfolio   3


Equitable Moderate Growth MF/ETF Portfolio (continued)

 

Portfolio. This target is the approximate percentage of the Portfolio’s assets that will be invested in equity investments or fixed income investments (referred to herein as “asset classes”) as represented by the primary holdings (as described in the prospectuses) of the Underlying Portfolios and Underlying ETFs in which the Portfolio invests. The Portfolio’s current target allocation for long-term investments is approximately 60% of its assets in equity investments and approximately 38% of its assets in fixed income investments through investments in Underlying Portfolios and Underlying ETFs. The Portfolio also holds approximately 2% of its assets in cash and cash-equivalent instruments. The target allocations to the equity and fixed income asset classes may be changed by the Adviser and the Trust’s Board of Trustees without notice or shareholder approval. The target allocations to the equity and fixed income asset classes may deviate from the amounts shown above by up to 10% of the Portfolio’s assets based on the Adviser’s tactical views and in response to changing market conditions. If the Portfolio reduces its exposure to equity investments in certain market environments, it may forgo some of the returns that can be associated with periods of rising equity values. In addition, actual allocations between the equity and fixed income asset classes may deviate from the amounts shown above by up to 15% of the Portfolio’s assets due to a variety of factors, including appreciation or depreciation of one or more asset classes.

 

Subject to the asset allocation target set forth above, the Portfolio seeks to invest its assets among the Underlying Portfolios and Underlying ETFs to achieve a diversified exposure across multiple asset categories. The asset categories of the Underlying Portfolios and Underlying ETFs in which the Portfolio currently expects to invest are as follows:

 

Equity Asset Categories

 

U.S. Large Cap Equity

U.S. Small & Mid Cap Equity

International Markets Equity

Emerging Markets Equity

Global Equity

U.S. Equity

U.S. Growth Equity

U.S. Value Equity

 

Fixed Income Asset Categories

 

Investment Grade Bond

High Yield (“Junk”) Bond

 

The percentage of the Portfolio’s assets exposed to an asset category will vary from time to time, and the Portfolio may not invest in all of the asset categories listed. The Adviser may allocate the Portfolio’s assets to additional asset categories in the future. The investment grade bond and high yield bond asset categories may include both U.S. and foreign (including emerging markets) issuers and may include securities with maturities that range from short to longer term.

 

The Portfolio’s weightings in these asset classes and asset categories are determined by the Adviser. In considering the weightings to be allocated to each asset class and asset category, the Adviser will consider, among other things, momentum factors to determine the relative attractiveness of each asset class or asset category. Momentum is the tendency of investments to exhibit persistence in their performance. When momentum deteriorates, the Adviser may reduce the Portfolio’s exposure to a particular asset class or asset category.

 

In addition, the Portfolio may invest in Underlying Portfolios and Underlying ETFs that employ derivatives (including futures contracts) for a variety of purposes, including to reduce risk, to seek enhanced returns from certain asset classes, and to leverage exposure to certain asset classes.

 

The Adviser selects the Underlying Portfolios and Underlying ETFs in which to invest the Portfolio’s assets. The Adviser may add new Underlying Portfolios and Underlying ETFs or replace or eliminate existing Underlying Portfolios and Underlying ETFs without notice or shareholder approval. The Underlying Portfolios and Underlying ETFs have been selected to represent a reasonable spectrum of investment options for the Portfolio. The Adviser has based the asset allocation target percentages for the Portfolio on the degree to which it believes the Underlying Portfolios and Underlying ETFs, in combination, are appropriate for the Portfolio’s investment objective. The Adviser may sell the Portfolio’s holdings for a variety of reasons, including to invest in an Underlying Portfolio or Underlying ETF believed to offer superior investment opportunities.

 

The Underlying ETFs are investment companies or other investment vehicles whose shares are listed and traded on U.S. stock exchanges or otherwise traded in the over-the-counter market and may be purchased and sold throughout the trading day based on their market price. Generally, each Underlying ETF seeks to track a securities index or a basket of securities that an “index provider” (such as Standard & Poor’s, Dow Jones, Russell or Morgan Stanley Capital International (“MSCI”)) selects as representative of a market, market segment, industry sector, country or geographic region. An Underlying ETF portfolio generally holds the same stocks or bonds as the index it tracks (or it may hold a representative

 

4   Equitable Moderate Growth MF/ETF Portfolio   EQ Advisors Trust


sample of such securities). Accordingly, each Underlying ETF is designed so that its performance, before fees and expenses, will correspond closely with that of the index it tracks.

 

The Portfolio also may lend its portfolio securities to earn additional income.

 

Principal Risks: An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The value of your investment may fall, sometimes sharply, and you could lose money by investing in the Portfolio. There can be no assurance that the Portfolio will achieve its investment objective.

 

The Portfolio is also subject to the risks associated with the Underlying Portfolios’ and Underlying ETFs’ investments; please see the “Information Regarding the Underlying Portfolios and Underlying ETFs” section of the Portfolio’s Prospectus, and the Prospectuses and Statements of Additional Information for the Underlying Portfolios and Underlying ETFs for additional information about these risks.

 

The following risks can negatively affect the Portfolio’s performance. The most significant risks as of the date of this Prospectus are listed first, followed by additional risks in alphabetical order. In this section, the term “Portfolio” may include the Portfolio, an Underlying Portfolio, an Underlying ETF, or all of the above.

 

 

Market Risk — The Portfolio is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect Portfolio performance. Securities markets also may experience long periods of decline in value. Changes in the financial condition of a single issuer can impact a market as a whole. Geo-political risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are major players on the world stage, may lead to instability in world economies and markets, may lead to increased market volatility, and may have adverse long-term effects. Events such as natural disasters, public health crises (such as epidemics and pandemics) and social unrest, and governments’ reactions to such events, could cause uncertainty in the markets and may adversely affect the performance of the global economy. Adverse market conditions may not have the same impact on all types of securities. In addition, markets and market-participants are increasingly reliant on information data systems. Inaccurate data, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at-large.

 

 

Asset Allocation Risk — The Portfolio’s investment performance depends upon how its assets are allocated across various asset classes and how its assets are invested within those asset classes. Some asset classes and investments may perform below expectations or the securities markets generally over short and extended periods. The allocation strategies used and the allocation and investment decisions made could cause the Portfolio to lose value and may not produce the desired results.

 

 

Equity Risk — In general, the values of stocks and other equity securities fluctuate, and sometimes widely fluctuate, in response to changes in a company’s financial condition as well as general market, economic and political conditions and other factors.

 

 

Interest Rate Risk — Changes in interest rates may affect the yield, liquidity and value of investments in income producing or debt securities. Changes in interest rates also may affect the value of other securities. When interest rates rise, the value of the Portfolio’s debt securities generally declines. Conversely, when interest rates decline, the value of the Portfolio’s debt securities generally rises. Typically, the longer the maturity or duration of a debt security, the greater the effect a change in interest rates could have on the security’s price. Thus, the sensitivity of the Portfolio’s debt securities to interest rate risk will increase with any increase in the duration of those securities. Very low or negative interest rates may magnify interest rate risk. A significant or rapid rise in interest rates also could result in losses to the Portfolio.

 

 

Credit Risk — The Portfolio is subject to the risk that the issuer or guarantor of a fixed income security, or the counterparty to a transaction, is unable or unwilling, or is perceived as unable or unwilling, to make timely interest or principal payments, or otherwise honor its obligations, which may cause the Portfolio’s holdings to lose value. The downgrade of a security’s credit rating may decrease its value. Lower credit quality also may lead to greater volatility in the price of a security and may negatively affect a security’s liquidity. The credit quality of a security can deteriorate suddenly and rapidly.

 

 

Risks Related to Investments in Underlying Portfolios and Underlying ETFs — The Portfolio’s shareholders will indirectly bear the fees and expenses paid by the Underlying Portfolios and Underlying ETFs in which it invests, in addition to the Portfolio’s direct fees and expenses. The

 

EQ Advisors Trust   Equitable Moderate Growth MF/ETF Portfolio   5


Equitable Moderate Growth MF/ETF Portfolio (continued)

 

 

cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. The Portfolio’s performance depends upon a favorable allocation by the Adviser among the Underlying Portfolios and Underlying ETFs, as well as the ability of the Underlying Portfolios and Underlying ETFs to generate favorable performance. The Underlying Portfolios’ and Underlying ETFs’ investment programs may not be complementary, which could adversely affect the Portfolio’s performance. The Portfolio’s net asset value is subject to fluctuations in the net asset values of the Underlying Portfolios and the market values of the Underlying ETFs in which it invests. The Portfolio is also subject to the risks associated with the securities or other investments in which the Underlying Portfolios and Underlying ETFs invest, and the ability of the Portfolio to meet its investment objective will directly depend on the ability of the Underlying Portfolios and Underlying ETFs to meet their investment objectives. An index-based ETF’s performance may not match that of the index it seeks to track. An actively managed ETF’s performance will reflect its adviser’s ability to make investment decisions that are suited to achieving the ETF’s investment objective. It is also possible that an active trading market for an Underlying ETF may not develop or be maintained, in which case the liquidity and value of the Portfolio’s investment in the Underlying ETF could be substantially and adversely affected. The extent to which the investment performance and risks associated with the Portfolio correlate to those of a particular Underlying Portfolio or Underlying ETF will depend upon the extent to which the Portfolio’s assets are allocated from time to time for investment in the Underlying Portfolio or Underlying ETF, which will vary.

 

 

Affiliated Portfolio Risk — The Adviser is subject to conflicts of interest in allocating the Portfolio’s assets among Underlying Portfolios and Underlying ETFs because the Adviser earns fees for managing, and an affiliate earns fees for administering, the affiliated Underlying Portfolios, but not the unaffiliated Underlying Portfolios or Underlying ETFs. In addition, the Adviser is subject to conflicts of interest in allocating the Portfolio’s assets among the various affiliated Underlying Portfolios because the revenue it receives from some of the affiliated Underlying Portfolios is higher than the revenue it receives from other affiliated Underlying Portfolios and because the Adviser is responsible for managing and an affiliate is responsible for administering, and with respect to certain affiliated Underlying Portfolios, an affiliate may be responsible for sub-advising, the affiliated Underlying Portfolios.

 

 

Derivatives Risk — The Portfolio’s investments in derivatives may rise or fall in value more rapidly than other investments and may reduce the Portfolio’s returns and increase the volatility of the Portfolio’s net asset value. Investing in derivatives involves investment techniques and risk analyses different from, and risks in some respects greater than, those associated with investing in more traditional investments, such as stocks and bonds. Derivatives may be leveraged such that a small investment can have a significant impact on the Portfolio’s exposure to stock market values, interest rates, or other investments. As a result, a relatively small price movement in a derivatives contract may cause an immediate and substantial loss, and the Portfolio could lose more than the amount it invested. Some derivatives can have the potential for unlimited losses. In addition, it may be difficult or impossible for the Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, or to terminate or offset existing arrangements, which may result in a loss or may be costly to the Portfolio. Some derivatives are more sensitive to market price fluctuations and to interest rate changes than other investments. Derivatives may not behave as anticipated by the Portfolio, and derivatives strategies that are successful under certain market conditions may be less successful or unsuccessful under other market conditions. The Portfolio also may be exposed to losses if the counterparty in the transaction is unable or unwilling to fulfill its contractual obligation. In certain cases, the Portfolio may be hindered or delayed in exercising remedies against or closing out derivatives with a counterparty, resulting in additional losses. Derivatives also may be subject to the risk of mispricing or improper valuation. Derivatives can be difficult to value, and valuation may be more difficult in times of market turmoil. Changing regulation may make derivatives more costly, limit their availability, impact the Portfolio’s ability to maintain its investments in derivatives, disrupt markets, or otherwise adversely affect their value or performance.

 

 

Foreign Securities Risk — Investments in foreign securities involve risks in addition to those associated with investments in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision and regulation than U.S. markets, and it may take more time to clear and settle trades involving foreign securities, which could negatively impact the Portfolio’s investments and cause it to lose money. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political

 

6   Equitable Moderate Growth MF/ETF Portfolio   EQ Advisors Trust


 

and economic systems, regulatory regimes and market practices, as well as trade barriers and other protectionist trade policies (including those of the U.S.), governmental instability, or other political or economic actions, also may adversely impact security values. World markets, or those in a particular region, may all react in similar fashion to important economic, political or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile. Regardless of where a company is organized or its stock is traded, its performance may be significantly affected by events in regions from which it derives its profits or in which it conducts significant operations.

 

Currency Risk: Investments that are denominated in or that provide exposure to foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. In the case of hedging positions, there is the risk that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates may fluctuate significantly over short periods of time.

 

Emerging Markets Risk: Investments in emerging market countries are more susceptible to loss than investments in more developed foreign countries and may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in more developed foreign countries. Emerging market countries may be more likely to experience rapid and significant adverse developments in their political or economic structures, intervene in financial markets, restrict foreign investments, impose high withholding or other taxes on foreign investments, impose restrictive exchange control regulations, or nationalize or expropriate the assets of private companies, which may have negative impacts on transaction costs, market price, investment returns and the legal rights and remedies available to the Portfolio. In addition, the securities markets of emerging market countries generally are smaller, less liquid and more volatile than those of more developed foreign countries, and emerging market countries often have less uniformity in regulatory, accounting, auditing and financial reporting requirements or standards, which may impact the availability and quality of information about issuers, and less reliable clearance and settlement, registration and custodial procedures. Securities of issuers traded on foreign exchanges may be suspended. The likelihood of such suspensions may be higher for securities of issuers in emerging market countries than in countries with more developed markets. The risks associated with investments in emerging market countries often are significant, and vary from jurisdiction to jurisdiction and company to company.

 

Geographic Concentration Risk: To the extent the Portfolio invests a significant portion of its assets in securities of companies domiciled, or exercising the predominant part of their economic activity, in one country or geographic region, it assumes the risk that economic, political, social and environmental conditions in that particular country or region will have a significant impact on the Portfolio’s investment performance and that the Portfolio’s performance will be more volatile than the performance of more geographically diversified funds.

 

 

Futures Contract Risk — The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by the Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an investment manager’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty, clearing member or clearinghouse will default in the performance of its obligations; (f) if the Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains. Futures contracts are also subject to the same risks as the underlying investments to which they provide exposure. In addition, futures contracts may subject the Portfolio to leveraging risk.

 

 

Investment Grade Securities Risk — Securities rated in the lower investment grade rating categories (e.g., BBB or Baa) are considered investment grade securities, but are somewhat riskier than higher rated obligations because

 

EQ Advisors Trust   Equitable Moderate Growth MF/ETF Portfolio   7


Equitable Moderate Growth MF/ETF Portfolio (continued)

 

 

they are regarded as having only an adequate capacity to pay principal and interest, are considered to lack outstanding investment characteristics, and may possess certain speculative characteristics.

 

 

Investment Style Risk — The Portfolio may invest in Underlying Portfolios and Underlying ETFs that, from time to time, employ a particular style or set of styles — in this case, both “growth” and “value” styles — to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated by the Portfolio, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. Growth stocks also may increase the volatility of the Portfolio’s share price. Value stocks are subject to the risks that, notwithstanding that a stock is selling at a discount to its perceived true worth, the stock’s intrinsic value may never be fully recognized or realized by the market, or its price may go down. In addition, there is the risk that a stock judged to be undervalued may actually have been appropriately priced at the time of investment.

 

 

Large-Cap Company Risk — Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes, which may lead to a decline in their market price. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

 

Leveraging Risk — When the Portfolio leverages its holdings, the value of an investment in the Portfolio will be more volatile and all other risks will tend to be com-pounded. Investments that create leverage can result in losses to the Portfolio that exceed the amount originally invested and may accelerate the rate of losses (some of which may be sudden or substantial). For certain investments that create leverage, relatively small market fluctuations can result in large changes in the value of such investments. There can be no assurance that the Portfolio’s use of any leverage will be successful.

 

 

Liquidity Risk — From time to time, there may be little or no active trading market for a particular investment in which the Portfolio may invest or is invested. In such a market, the value of such an investment and the Portfolio’s share price may fall dramatically. Illiquid investments may be difficult or impossible to sell or purchase at an advantageous time or price or in sufficient amounts to achieve the Portfolio’s desired level of exposure. To meet redemption requests during periods of illiquidity, the Portfolio may be forced to dispose of investments at unfavorable times or prices and/or under unfavorable conditions, which may result in a loss or may be costly to the Portfolio. Investments that are illiquid or that trade in lower volumes may be more difficult to value. The Portfolio also may not receive its proceeds from the sale of certain investments for an extended period of time. Certain investments that were liquid when purchased may later become illiquid, sometimes abruptly, particularly in times of overall economic distress or adverse investor perception. An inability to sell a portfolio position can adversely affect the Portfolio’s value or prevent the Portfolio from being able to take advantage of other investment opportunities. During periods of market stress, an investment or even an entire market segment may become illiquid, sometimes abruptly, which can adversely affect the Portfolio’s ability to limit losses. In addition, a reduction in the ability or willingness of dealers and other institutional investors to make a market in certain securities may result in decreased liquidity in certain markets.

 

 

Mid-Cap and Small-Cap Company Risk — Mid-cap and small-cap companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies, all of which can negatively affect their value. In general, these risks are greater for small-cap companies than for mid-cap companies.

 

 

Mortgage-Related and Other Asset-Backed Securities Risk — Declines in the credit quality of and defaults by the issuers of mortgage-related and other asset-backed securities or instability in the markets for such securities may decrease the value of such securities, which could result in losses to the Portfolio, and may reduce the liquidity of such securities and make such securities more difficult to purchase or sell at an advantageous time and price. In addition, borrowers may default on the obligations that underlie mortgage-related and other asset-backed securities. The risk of defaults by borrowers generally is greater during times of rising interest rates and/or unemployment rates. The impairment (or loss) of the value of collateral or other assets underlying mortgage-related and other asset-backed securities will

 

8   Equitable Moderate Growth MF/ETF Portfolio   EQ Advisors Trust


 

result in a reduction in the value of the securities. Certain collateral may be difficult to locate in the event of default, or may be lost, and recoveries of depreciated or damaged collateral may not fully cover payments due on such collateral. Asset-backed securities may not have the benefit of a security interest in collateral comparable to that of mortgage assets, resulting in additional credit risk.

 

In addition, certain mortgage-related and other asset-backed securities may include securities backed by pools of loans made to “subprime” borrowers or borrowers with blemished credit histories. The risk of defaults by borrowers is generally higher in the case of asset or mortgage pools that include subprime assets or mortgages, and the liquidity and value of subprime mortgages and non-investment grade mortgage-backed securities that are not guaranteed by Ginnie Mae, Fannie Mae, and Freddie Mac could change dramatically over time.

 

Furthermore, mortgage-related and other asset-backed securities typically provide the issuer with the right to prepay the security prior to maturity. During periods of rising interest rates, the rate of prepayments tends to decrease because borrowers are less likely to prepay debt (such as mortgage debt or automobile loans). Slower than expected payments can extend the average lives of mortgage-related and other asset-backed securities, and this may “lock in” a below market interest rate and increase the security’s duration and interest rate sensitivity, which may increase the volatility of the security’s value and may lead to losses. During periods of falling interest rates, the rate of prepayments tends to increase because borrowers are more likely to pay off debt and refinance at the lower interest rates then available. Unscheduled prepayments shorten the average lives of mortgage-related and other asset-backed securities and may result in the Portfolio’s having to reinvest the proceeds of the prepayments at lower interest rates, thereby reducing the Portfolio’s income.

 

 

New Portfolio Risk — The Portfolio is newly or recently established and has limited operating history. The Portfolio may not be successful in implementing its investment strategy, and there can be no assurance that the Portfolio will grow to or maintain an economically viable size, which could result in the Portfolio being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders. Until the Portfolio is fully capitalized, it may be unable to pursue its investment objective or execute its principal investment strategies.

 

 

Non-Investment Grade Securities Risk — Bonds rated below BBB by Standard & Poor’s Global Ratings or Fitch Ratings, Ltd. or below Baa by Moody’s Investors Service, Inc. (or, if unrated, determined by the investment manager to be of comparable quality) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Non-investment grade bonds, sometimes referred to as “junk bonds,” are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. The creditworthiness of issuers of non-investment grade debt securities may be more complex to analyze than that of issuers of investment grade debt securities, and reliance on credit ratings may present additional risks.

 

 

Portfolio Management Risk — The Portfolio is subject to the risk that strategies used by an investment manager and its securities selections fail to produce the intended results. An investment manager’s judgments or decisions about the quality, relative yield or value of, or market trends affecting, a particular security or issuer, industry, sector, region or market segment, or about the economy or interest rates, may be incorrect or otherwise may not produce the intended results, which may result in losses to the Portfolio. In addition, many processes used in Portfolio management, including security selection, rely, in whole or in part, on the use of various technologies. The Portfolio may suffer losses if there are imperfections, errors or limitations in the quantitative, analytic or other tools, resources, information and data used, or the analyses employed or relied on, by an investment manager, or if such tools, resources, information or data are used incorrectly, fail to produce the desired results, or otherwise do not work as intended. There can be no assurance that the use of these technologies will result in effective investment decisions for the Portfolio.

 

 

Prepayment Risk and Extension Risk — Prepayment risk is the risk that the issuer of a security held by the Portfolio may pay off principal more quickly than originally anticipated. This may occur when interest rates fall. The Portfolio may have to reinvest the proceeds in an investment offering a lower yield, may not benefit from any increase in value that might otherwise result from declining interest rates and may lose any premium it paid to acquire the security. Extension risk is the risk that the issuer of a security held by the Portfolio may pay off principal more slowly than originally anticipated. This may occur when interest rates rise. The Portfolio may be prevented from reinvesting the proceeds it would have received at a given time in an investment offering a higher yield.

 

EQ Advisors Trust   Equitable Moderate Growth MF/ETF Portfolio   9


Equitable Moderate Growth MF/ETF Portfolio (continued)

 

 

Redemption Risk — The Portfolio may experience periods of heavy redemptions that could cause the Portfolio to sell assets at inopportune times or at a loss or depressed value. Redemption risk is heightened during periods of declining or illiquid markets. Heavy redemptions could hurt the Portfolio’s performance.

 

Market developments and other factors, including a general rise in interest rates, have the potential to cause investors to move out of fixed income securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed income securities. The market-making capacity of dealers has been reduced in recent years, in part as a result of structural changes, such as fewer proprietary trading desks at broker-dealers and increased regulatory capital requirements. In addition, significant securities market disruptions related to the coronavirus disease (COVID-19) pandemic have led to dislocation in the market for a variety of fixed income securities (including, without limitation, commercial paper, corporate debt securities, certificates of deposit, asset-backed debt securities and municipal obligations), which has decreased liquidity and sharply reduced returns in certain cases. Increased redemptions from mutual funds that hold large amounts of fixed income securities, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed income securities, may result in decreased liquidity and increased volatility in the fixed income markets.

 

 

Securities Lending Risk — The Portfolio may lend its portfolio securities to seek income. There is a risk that a borrower may default on its obligations to return loaned securities. The Portfolio will be responsible for the risks associated with the investment of cash collateral and may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet obligations to the borrower. Securities lending may introduce leverage into the Portfolio. In addition, delays may occur in the recovery of loaned securities from borrowers, which could interfere with the Portfolio’s ability to vote proxies or to settle transactions.

 

Risk/Return Bar Chart and Table

 

The Portfolio is newly offered. Performance information will be available in the Prospectus after the Portfolio has been in operation for one full calendar year.

 

WHO MANAGES THE PORTFOLIO

 

Investment Adviser: EIM

 

Portfolio Managers:

 

Name   Title   Date Began
Managing
the Portfolio

Kenneth T. Kozlowski,
CFP®, CLU, ChFC

  Executive Vice President and Chief Investment Officer of EIM   [    ] 2022

Alwi Chan, CFA®

  Senior Vice President and Deputy Chief Investment Officer of EIM   [    ] 2022

Xavier Poutas, CFA®

  Vice President and Assistant Portfolio Manager of EIM   [    ] 2022

Miao Hu, CFA®

 

Vice President and Assistant Portfolio

Manager of EIM

  [    ] 2022

Kevin McCarthy

  Assistant Portfolio Manager of EIM   [    ] 2022

James Chen, CFA®,, FRM®

  Assistant Portfolio Manager of EIM   [    ] 2022

 

PURCHASE AND REDEMPTION OF PORTFOLIO SHARES

 

The Portfolio’s shares are currently sold only to insurance company separate accounts in connection with Contracts issued by Equitable Financial Life Insurance Company (“Equitable Financial”) or other affiliated or unaffiliated insurance companies and to The Equitable 401(k) Plan. Shares also may be sold to other investors eligible under applicable federal tax regulations. Class K shares of the Portfolio are sold only to certain group annuity plans.

 

The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day (which typically is any day the New York Stock Exchange is open) upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.

 

TAX INFORMATION

 

The Portfolio’s shareholders are (or may include) insurance company separate accounts and other investors eligible under applicable federal income tax regulations. Distributions made by the Portfolio to such an account, and exchanges

 

10   Equitable Moderate Growth MF/ETF Portfolio   EQ Advisors Trust


and redemptions of Portfolio shares made by such an account, ordinarily do not cause the holders of underlying Contracts to recognize income or gain for federal income tax purposes at the time of the distributions, exchanges or redemptions; the holders generally are taxed only on amounts they withdraw from their Contract. See the prospectus for your Contract for further tax information.

 

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

 

This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts and to other eligible investors. The Portfolio and the Adviser and its affiliates may make payments to sponsoring insurance companies (and their affiliates) or other financial intermediaries for distribution and/or other services. These payments may create a conflict of interest by influencing an insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments. Ask your financial adviser or visit your financial intermediary’s website for more information.

    

 

EQ Advisors Trust   Equitable Moderate Growth MF/ETF Portfolio   11


Equitable Growth MF/ETF Portfolio – Class IB and K Shares

 

Investment Objective: Seeks long-term capital appreciation and current income, with a greater emphasis on capital appreciation.

 

FEES AND EXPENSES OF THE PORTFOLIO

 

The following table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. The table below does not reflect any fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (“Contracts”), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

 

Shareholder Fees

(fees paid directly from your investment)

Not applicable.

 

 
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
 
Equitable Growth MF/ETF
Portfolio
  Class IB
Shares
    Class K
Shares
 

Management Fee

                 

Distribution and/or Service Fees (12b-1 fees)

                 

Other Expenses

         %*           %* 

Acquired Fund Fees and Expenses

         %*           %* 

Total Annual Portfolio Operating Expenses

                 

Fee Waiver and/or Expense Reimbursement†

       

Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement

                 
*   Based on estimated amounts for the current fiscal year.
  Pursuant to a contract, Equitable Investment Management Group, LLC (the “Adviser”) has agreed to make payments or waive its and its affiliates’ management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2023 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Arrangement”) so that the annual operating expenses (including Acquired Fund Fees and Expenses) of the Portfolio (exclusive of taxes, interest, brokerage commissions, dividend and interest expenses on securities sold short, capitalized expenses and extraordinary expenses not incurred in the ordinary course of the Portfolio’s business) do not exceed an annual rate of average daily net assets of     % for Class IB shares and     % for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by the Adviser at any time after April 30, 2023. The Adviser may be reimbursed the amount of any such payments or waivers in the future provided that the payments or waivers are reimbursed within three years of the payments or waivers being recorded and the Portfolio’s expense ratio, after the reimbursement is taken into account, does not exceed the Portfolio’s expense cap at the time of the waiver or the Portfolio’s expense cap at the time of the reimbursement, whichever is lower.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the Expense Limitation Arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions, whether you redeem or hold your shares, your costs would be:

 

     1 Year     3 Years  

Class IB Shares

  $               $            

Class K Shares

  $               $            

 

PORTFOLIO TURNOVER

 

The Portfolio will not incur transaction costs, such as commissions, when it buys and sells shares of the Underlying Portfolios, but it will incur transaction costs when it buys and sells other types of securities (including exchange traded securities of Underlying ETFs) directly (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Portfolio’s performance. Because the Portfolio had not commenced investment operations as of the date of this Prospectus, it does not have portfolio turnover information for the prior fiscal year to report.

 

INVESTMENTS, RISKS, AND PERFORMANCE

 

Principal Investment Strategy: Under normal market conditions, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in other mutual funds and in exchange traded securities of other investment companies and investment vehicles. The Portfolio pursues its investment objective by investing in other mutual funds managed by Equitable Investment Management Group, LLC (“EIM” or “Adviser”) and in investment companies managed by investment managers other than EIM (affiliated and unaffiliated “Underlying Portfolios”) and in exchange traded securities of other investment companies or investment vehicles (“Underlying ETFs”) comprising various asset categories. The Adviser, under the oversight of the Trust’s Board of Trustees, has established an asset allocation target for the Portfolio. This target is the approximate percentage of the

 

12   Equitable Growth MF/ETF Portfolio   EQ Advisors Trust


Portfolio’s assets that will be invested in equity investments or fixed income investments (referred to herein as “asset classes”) as represented by the primary holdings (as described in the prospectuses) of the Underlying Portfolios and Underlying ETFs in which the Portfolio invests. The Portfolio’s current target allocation for long-term investments is approximately 80% of its assets in equity investments and approximately 18% of its assets in fixed income investments through investments in Underlying Portfolios and Underlying ETFs. The Portfolio also holds approximately 2% of its assets in cash and cash-equivalent instruments. The target allocations to the equity and fixed income asset classes may be changed by the Adviser and the Trust’s Board of Trustees without notice or shareholder approval. The target allocations to the equity and fixed income asset classes may deviate from the amounts shown above by up to 10% of the Portfolio’s assets based on the Adviser’s tactical views and in response to changing market conditions. If the Portfolio reduces its exposure to equity investments in certain market environments, it may forgo some of the returns that can be associated with periods of rising equity values. In addition, actual allocations between the equity and fixed income asset classes may deviate from the amounts shown above by up to 15% of the Portfolio’s assets due to a variety of factors, including appreciation or depreciation of one or more asset classes.

 

Subject to the asset allocation target set forth above, the Portfolio seeks to invest its assets among the Underlying Portfolios and Underlying ETFs to achieve a diversified exposure across multiple asset categories. The asset categories of the Underlying Portfolios and Underlying ETFs in which the Portfolio currently expects to invest are as follows:

 

Equity Asset Categories

 

U.S. Large Cap Equity

U.S. Small & Mid Cap Equity

International Markets Equity

Emerging Markets Equity

Global Equity

U.S. Equity

U.S. Growth Equity

U.S. Value Equity

 

Fixed Income Asset Categories

 

Investment Grade Bond

High Yield (“Junk”) Bond

 

The percentage of the Portfolio’s assets exposed to an asset category will vary from time to time, and the Portfolio may not invest in all of the asset categories listed. The Adviser may allocate the Portfolio’s assets to additional asset categories in the future. The investment grade bond and high yield bond asset categories may include both U.S. and foreign (including emerging markets) issuers and may include securities with maturities that range from short to longer term.

 

The Portfolio’s weightings in these asset classes and asset categories are determined by the Adviser. In considering the weightings to be allocated to each asset class and asset category, the Adviser will consider, among other things, momentum factors to determine the relative attractiveness of each asset class or asset category. Momentum is the tendency of investments to exhibit persistence in their performance. When momentum deteriorates, the Adviser may reduce the Portfolio’s exposure to a particular asset class or asset category.

 

In addition, the Portfolio may invest in Underlying Portfolios and Underlying ETFs that employ derivatives (including futures contracts) for a variety of purposes, including to reduce risk, to seek enhanced returns from certain asset classes, and to leverage exposure to certain asset classes.

 

The Adviser selects the Underlying Portfolios and Underlying ETFs in which to invest the Portfolio’s assets. The Adviser may add new Underlying Portfolios and Underlying ETFs or replace or eliminate existing Underlying Portfolios and Underlying ETFs without notice or shareholder approval. The Underlying Portfolios and Underlying ETFs have been selected to represent a reasonable spectrum of investment options for the Portfolio. The Adviser has based the asset allocation target percentages for the Portfolio on the degree to which it believes the Underlying Portfolios and Underlying ETFs, in combination, are appropriate for the Portfolio’s investment objective. The Adviser may sell the Portfolio’s holdings for a variety of reasons, including to invest in an Underlying Portfolio or Underlying ETF believed to offer superior investment opportunities.

 

The Underlying ETFs are investment companies or other investment vehicles whose shares are listed and traded on U.S. stock exchanges or otherwise traded in the over-the-counter market and may be purchased and sold throughout the trading day based on their market price. Generally, each Underlying ETF seeks to track a securities index or a basket of securities that an “index provider” (such as Standard & Poor’s, Dow Jones, Russell or Morgan Stanley Capital International (“MSCI”)) selects as representative of a market, market segment, industry sector, country or geographic region. An Underlying ETF portfolio generally holds the same stocks or bonds as the index it tracks (or it may hold a representative sample of such securities). Accordingly, each Underlying ETF is designed so that its performance, before fees and

 

EQ Advisors Trust   Equitable Growth MF/ETF Portfolio   13


Equitable Growth MF/ETF Portfolio (continued)

 

expenses, will correspond closely with that of the index it tracks.

 

The Portfolio also may lend its portfolio securities to earn additional income.

 

Principal Risks: An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The value of your investment may fall, sometimes sharply, and you could lose money by investing in the Portfolio. There can be no assurance that the Portfolio will achieve its investment objective.

 

The Portfolio is also subject to the risks associated with the Underlying Portfolios’ and Underlying ETFs’ investments; please see the “Information Regarding the Underlying Portfolios and Underlying ETFs” section of the Portfolio’s Prospectus, and the Prospectuses and Statements of Additional Information for the Underlying Portfolios and Underlying ETFs for additional information about these risks.

 

The following risks can negatively affect the Portfolio’s performance. The most significant risks as of the date of this Prospectus are listed first, followed by additional risks in alphabetical order. In this section, the term “Portfolio” may include the Portfolio, an Underlying Portfolio, an Underlying ETF, or all of the above.

 

 

Market Risk — The Portfolio is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect Portfolio performance. Securities markets also may experience long periods of decline in value. Changes in the financial condition of a single issuer can impact a market as a whole. Geo-political risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are major players on the world stage, may lead to instability in world economies and markets, may lead to increased market volatility, and may have adverse long-term effects. Events such as natural disasters, public health crises (such as epidemics and pandemics) and social unrest, and governments’ reactions to such events, could cause uncertainty in the markets and may adversely affect the performance of the global economy. Adverse market conditions may not have the same impact on all types of securities. In addition, markets and market-participants are increasingly reliant on information data systems. Inaccurate data, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at-large.

 

 

Asset Allocation Risk — The Portfolio’s investment performance depends upon how its assets are allocated across various asset classes and how its assets are invested within those asset classes. Some asset classes and investments may perform below expectations or the securities markets generally over short and extended periods. The allocation strategies used and the allocation and investment decisions made could cause the Portfolio to lose value and may not produce the desired results.

 

 

Equity Risk — In general, the values of stocks and other equity securities fluctuate, and sometimes widely fluctuate, in response to changes in a company’s financial condition as well as general market, economic and political conditions and other factors.

 

 

Interest Rate Risk — Changes in interest rates may affect the yield, liquidity and value of investments in income producing or debt securities. Changes in interest rates also may affect the value of other securities. When interest rates rise, the value of the Portfolio’s debt securities generally declines. Conversely, when interest rates decline, the value of the Portfolio’s debt securities generally rises. Typically, the longer the maturity or duration of a debt security, the greater the effect a change in interest rates could have on the security’s price. Thus, the sensitivity of the Portfolio’s debt securities to interest rate risk will increase with any increase in the duration of those securities. Very low or negative interest rates may magnify interest rate risk. A significant or rapid rise in interest rates also could result in losses to the Portfolio.

 

 

Credit Risk — The Portfolio is subject to the risk that the issuer or guarantor of a fixed income security, or the counterparty to a transaction, is unable or unwilling, or is perceived as unable or unwilling, to make timely interest or principal payments, or otherwise honor its obligations, which may cause the Portfolio’s holdings to lose value. The downgrade of a security’s credit rating may decrease its value. Lower credit quality also may lead to greater volatility in the price of a security and may negatively affect a security’s liquidity. The credit quality of a security can deteriorate suddenly and rapidly.

 

 

Risks Related to Investments in Underlying Portfolios and Underlying ETFs — The Portfolio’s shareholders will indirectly bear the fees and expenses paid by the Underlying Portfolios and Underlying ETFs in which it invests, in addition to the Portfolio’s direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests

 

14   Equitable Growth MF/ETF Portfolio   EQ Advisors Trust


 

directly in individual stocks and bonds. The Portfolio’s performance depends upon a favorable allocation by the Adviser among the Underlying Portfolios and Underlying ETFs, as well as the ability of the Underlying Portfolios and Underlying ETFs to generate favorable performance. The Underlying Portfolios’ and Underlying ETFs’ investment programs may not be complementary, which could adversely affect a Portfolio’s performance. The Portfolio’s net asset value is subject to fluctuations in the net asset values of the Underlying Portfolios and the market values of the Underlying ETFs in which it invests. The Portfolio is also subject to the risks associated with the securities or other investments in which the Underlying Portfolios and Underlying ETFs invest, and the ability of the Portfolio to meet its investment objective will directly depend on the ability of the Underlying Portfolios and Underlying ETFs to meet their investment objectives. An index-based ETF’s performance may not match that of the index it seeks to track. An actively managed ETF’s performance will reflect its adviser’s ability to make investment decisions that are suited to achieving the ETF’s investment objective. It is also possible that an active trading market for an Underlying ETF may not develop or be maintained, in which case the liquidity and value of the Portfolio’s investment in the Underlying ETF could be substantially and adversely affected. The extent to which the investment performance and risks associated with the Portfolio correlate to those of a particular Underlying Portfolio or Underlying ETF will depend upon the extent to which the Portfolio’s assets are allocated from time to time for investment in the Underlying Portfolio or Underlying ETF, which will vary.

 

 

Affiliated Portfolio Risk — The Adviser is subject to conflicts of interest in allocating the Portfolio’s assets among Underlying Portfolios and Underlying ETFs because the Adviser earns fees for managing, and an affiliate earns fees for administering, the affiliated Underlying Portfolios, but not the unaffiliated Underlying Portfolios or Underlying ETFs. In addition, the Adviser is subject to conflicts of interest in allocating the Portfolio’s assets among the various affiliated Underlying Portfolios because the revenue it receives from some of the affiliated Underlying Portfolios is higher than the revenue it receives from other affiliated Underlying Portfolios and because the Adviser is responsible for managing and an affiliate is responsible for administering, and with respect to certain affiliated Underlying Portfolios, an affiliate may be responsible for sub-advising, the affiliated Underlying Portfolios.

 

 

Derivatives Risk — The Portfolio’s investments in derivatives may rise or fall in value more rapidly than other investments and may reduce the Portfolio’s returns and increase the volatility of the Portfolio’s net asset value. Investing in derivatives involves investment techniques and risk analyses different from, and risks in some respects greater than, those associated with investing in more traditional investments, such as stocks and bonds. Derivatives may be leveraged such that a small investment can have a significant impact on the Portfolio’s exposure to stock market values, interest rates, or other investments. As a result, a relatively small price movement in a derivatives contract may cause an immediate and substantial loss, and the Portfolio could lose more than the amount it invested. Some derivatives can have the potential for unlimited losses. In addition, it may be difficult or impossible for the Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, or to terminate or offset existing arrangements, which may result in a loss or may be costly to the Portfolio. Some derivatives are more sensitive to market price fluctuations and to interest rate changes than other investments. Derivatives may not behave as anticipated by the Portfolio, and derivatives strategies that are successful under certain market conditions may be less successful or unsuccessful under other market conditions. The Portfolio also may be exposed to losses if the counterparty in the transaction is unable or unwilling to fulfill its contractual obligation. In certain cases, the Portfolio may be hindered or delayed in exercising remedies against or closing out derivatives with a counterparty, resulting in additional losses. Derivatives also may be subject to the risk of mispricing or improper valuation. Derivatives can be difficult to value, and valuation may be more difficult in times of market turmoil. Changing regulation may make derivatives more costly, limit their availability, impact the Portfolio’s ability to maintain its investments in derivatives, disrupt markets, or otherwise adversely affect their value or performance.

 

 

Foreign Securities Risk — Investments in foreign securities involve risks in addition to those associated with investments in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision and regulation than U.S. markets, and it may take more time to clear and settle trades involving foreign securities, which could negatively impact the Portfolio’s investments and cause it to lose money. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices, as well as trade barriers and other protectionist

 

EQ Advisors Trust   Equitable Growth MF/ETF Portfolio   15


Equitable Growth MF/ETF Portfolio (continued)

 

 

trade policies (including those of the U.S.), governmental instability, or other political or economic actions, also may adversely impact security values. World markets, or those in a particular region, may all react in similar fashion to important economic, political or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile. Regardless of where a company is organized or its stock is traded, its performance may be significantly affected by events in regions from which it derives its profits or in which it conducts significant operations.

 

Currency Risk: Investments that are denominated in or that provide exposure to foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. In the case of hedging positions, there is the risk that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates may fluctuate significantly over short periods of time.

 

Emerging Markets Risk: Investments in emerging market countries are more susceptible to loss than investments in more developed foreign countries and may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in more developed foreign countries. Emerging market countries may be more likely to experience rapid and significant adverse developments in their political or economic structures, intervene in financial markets, restrict foreign investments, impose high withholding or other taxes on foreign investments, impose restrictive exchange control regulations, or nationalize or expropriate the assets of private companies, which may have negative impacts on transaction costs, market price, investment returns and the legal rights and remedies available to the Portfolio. In addition, the securities markets of emerging market countries generally are smaller, less liquid and more volatile than those of more developed foreign countries, and emerging market countries often have less uniformity in regulatory, accounting, auditing and financial reporting requirements or standards, which may impact the availability and quality of information about issuers, and less reliable clearance and settlement, registration and custodial procedures. Securities of issuers traded on foreign exchanges may be suspended. The likelihood of such suspensions may be higher for securities of issuers in emerging market countries than in countries with more developed markets. The risks associated with investments in emerging market countries often are significant, and vary from jurisdiction to jurisdiction and company to company.

 

Geographic Concentration Risk: To the extent the Portfolio invests a significant portion of its assets in securities of companies domiciled, or exercising the predominant part of their economic activity, in one country or geographic region, it assumes the risk that economic, political, social and environmental conditions in that particular country or region will have a significant impact on the Portfolio’s investment performance and that the Portfolio’s performance will be more volatile than the performance of more geographically diversified funds.

 

 

Futures Contract Risk — The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by the Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an investment manager’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty, clearing member or clearinghouse will default in the performance of its obligations; (f) if the Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains. Futures contracts are also subject to the same risks as the underlying investments to which they provide exposure. In addition, futures contracts may subject the Portfolio to leveraging risk.

 

 

Investment Grade Securities Risk — Securities rated in the lower investment grade rating categories (e.g., BBB or Baa) are considered investment grade securities, but are somewhat riskier than higher rated obligations because they are regarded as having only an adequate capacity to pay principal and interest, are considered to lack outstanding investment characteristics, and may possess certain speculative characteristics.

 

16   Equitable Growth MF/ETF Portfolio   EQ Advisors Trust


 

Investment Style Risk — The Portfolio may invest in Underlying Portfolios and Underlying ETFs that, from time to time, employ a particular style or set of styles — in this case, both “growth” and “value” styles — to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated by the Portfolio, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. Growth stocks also may increase the volatility of the Portfolio’s share price. Value stocks are subject to the risks that, notwithstanding that a stock is selling at a discount to its perceived true worth, the stock’s intrinsic value may never be fully recognized or realized by the market, or its price may go down. In addition, there is the risk that a stock judged to be undervalued may actually have been appropriately priced at the time of investment.

 

 

Large-Cap Company Risk — Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes, which may lead to a decline in their market price. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

 

Leveraging Risk — When the Portfolio leverages its holdings, the value of an investment in the Portfolio will be more volatile and all other risks will tend to be com-pounded. Investments that create leverage can result in losses to the Portfolio that exceed the amount originally invested and may accelerate the rate of losses (some of which may be sudden or substantial). For certain investments that create leverage, relatively small market fluctuations can result in large changes in the value of such investments. There can be no assurance that the Portfolio’s use of any leverage will be successful.

 

 

Liquidity Risk — From time to time, there may be little or no active trading market for a particular investment in which the Portfolio may invest or is invested. In such a market, the value of such an investment and the Portfolio’s share price may fall dramatically. Illiquid investments may be difficult or impossible to sell or purchase at an advantageous time or price or in sufficient amounts to achieve the Portfolio’s desired level of exposure. To meet redemption requests during periods of illiquidity, the Portfolio may be forced to dispose of investments at unfavorable times or prices and/or under unfavorable conditions, which may result in a loss or may be costly to the Portfolio. Investments that are illiquid or that trade in lower volumes may be more difficult to value. The Portfolio also may not receive its proceeds from the sale of certain investments for an extended period of time. Certain investments that were liquid when purchased may later become illiquid, sometimes abruptly, particularly in times of overall economic distress or adverse investor perception. An inability to sell a portfolio position can adversely affect the Portfolio’s value or prevent the Portfolio from being able to take advantage of other investment opportunities. During periods of market stress, an investment or even an entire market segment may become illiquid, sometimes abruptly, which can adversely affect the Portfolio’s ability to limit losses. In addition, a reduction in the ability or willingness of dealers and other institutional investors to make a market in certain securities may result in decreased liquidity in certain markets.

 

 

Mid-Cap and Small-Cap Company Risk — Mid-cap and small-cap companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies, all of which can negatively affect their value. In general, these risks are greater for small-cap companies than for mid-cap companies.

 

 

Mortgage-Related and Other Asset-Backed Securities Risk — Declines in the credit quality of and defaults by the issuers of mortgage-related and other asset-backed securities or instability in the markets for such securities may decrease the value of such securities, which could result in losses to the Portfolio, and may reduce the liquidity of such securities and make such securities more difficult to purchase or sell at an advantageous time and price. In addition, borrowers may default on the obligations that underlie mortgage-related and other asset-backed securities. The risk of defaults by borrowers generally is greater during times of rising interest rates and/or unemployment rates. The impairment (or loss) of the value of collateral or other assets underlying mortgage-related and other asset-backed securities will result in a reduction in the value of the securities. Certain collateral may be difficult to locate in the event of default, or may be lost, and recoveries of depreciated or damaged collateral may not fully cover payments due on such

 

EQ Advisors Trust   Equitable Growth MF/ETF Portfolio   17


Equitable Growth MF/ETF Portfolio (continued)

 

 

collateral. Asset-backed securities may not have the benefit of a security interest in collateral comparable to that of mortgage assets, resulting in additional credit risk.

 

In addition, certain mortgage-related and other asset-backed securities may include securities backed by pools of loans made to “subprime” borrowers or borrowers with blemished credit histories. The risk of defaults by borrowers is generally higher in the case of asset or mortgage pools that include subprime assets or mortgages, and the liquidity and value of subprime mortgages and non-investment grade mortgage-backed securities that are not guaranteed by Ginnie Mae, Fannie Mae, and Freddie Mac could change dramatically over time.

 

Furthermore, mortgage-related and other asset-backed securities typically provide the issuer with the right to prepay the security prior to maturity. During periods of rising interest rates, the rate of prepayments tends to decrease because borrowers are less likely to prepay debt (such as mortgage debt or automobile loans). Slower than expected payments can extend the average lives of mortgage-related and other asset-backed securities, and this may “lock in” a below market interest rate and increase the security’s duration and interest rate sensitivity, which may increase the volatility of the security’s value and may lead to losses. During periods of falling interest rates, the rate of prepayments tends to increase because borrowers are more likely to pay off debt and refinance at the lower interest rates then available. Unscheduled prepayments shorten the average lives of mortgage-related and other asset-backed securities and may result in the Portfolio’s having to reinvest the proceeds of the prepayments at lower interest rates, thereby reducing the Portfolio’s income.

 

 

New Portfolio Risk — The Portfolio is newly or recently established and has limited operating history. The Portfolio may not be successful in implementing its investment strategy, and there can be no assurance that the Portfolio will grow to or maintain an economically viable size, which could result in the Portfolio being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders. Until the Portfolio is fully capitalized, it may be unable to pursue its investment objective or execute its principal investment strategies.

 

 

Non-Investment Grade Securities Risk — Bonds rated below BBB by Standard & Poor’s Global Ratings or Fitch Ratings, Ltd. or below Baa by Moody’s Investors Service, Inc. (or, if unrated, determined by the investment manager to be of comparable quality) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Non-investment grade bonds, sometimes referred to as “junk bonds,” are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. The creditworthiness of issuers of non-investment grade debt securities may be more complex to analyze than that of issuers of investment grade debt securities, and reliance on credit ratings may present additional risks.

 

 

Portfolio Management Risk — The Portfolio is subject to the risk that strategies used by an investment manager and its securities selections fail to produce the intended results. An investment manager’s judgments or decisions about the quality, relative yield or value of, or market trends affecting, a particular security or issuer, industry, sector, region or market segment, or about the economy or interest rates, may be incorrect or otherwise may not produce the intended results, which may result in losses to the Portfolio. In addition, many processes used in Portfolio management, including security selection, rely, in whole or in part, on the use of various technologies. The Portfolio may suffer losses if there are imperfections, errors or limitations in the quantitative, analytic or other tools, resources, information and data used, or the analyses employed or relied on, by an investment manager, or if such tools, resources, information or data are used incorrectly, fail to produce the desired results, or otherwise do not work as intended. There can be no assurance that the use of these technologies will result in effective investment decisions for the Portfolio.

 

 

Prepayment Risk and Extension Risk — Prepayment risk is the risk that the issuer of a security held by the Portfolio may pay off principal more quickly than originally anticipated. This may occur when interest rates fall. The Portfolio may have to reinvest the proceeds in an investment offering a lower yield, may not benefit from any increase in value that might otherwise result from declining interest rates and may lose any premium it paid to acquire the security. Extension risk is the risk that the issuer of a security held by the Portfolio may pay off principal more slowly than originally anticipated. This may occur when interest rates rise. The Portfolio may be prevented from reinvesting the proceeds it would have received at a given time in an investment offering a higher yield.

 

 

Redemption Risk — The Portfolio may experience periods of heavy redemptions that could cause the Portfolio to sell assets at inopportune times or at a loss or depressed

 

18   Equitable Growth MF/ETF Portfolio   EQ Advisors Trust


 

value. Redemption risk is heightened during periods of declining or illiquid markets. Heavy redemptions could hurt the Portfolio’s performance.

 

Market developments and other factors, including a general rise in interest rates, have the potential to cause investors to move out of fixed income securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed income securities. The market-making capacity of dealers has been reduced in recent years, in part as a result of structural changes, such as fewer proprietary trading desks at broker-dealers and increased regulatory capital requirements. In addition, significant securities market disruptions related to the coronavirus disease (COVID-19) pandemic have led to dislocation in the market for a variety of fixed income securities (including, without limitation, commercial paper, corporate debt securities, certificates of deposit, asset-backed debt securities and municipal obligations), which has decreased liquidity and sharply reduced returns in certain cases. Increased redemptions from mutual funds that hold large amounts of fixed income securities, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed income securities, may result in decreased liquidity and increased volatility in the fixed income markets.

 

 

Securities Lending Risk — The Portfolio may lend its portfolio securities to seek income. There is a risk that a borrower may default on its obligations to return loaned securities. The Portfolio will be responsible for the risks associated with the investment of cash collateral and may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet obligations to the borrower. Securities lending may introduce leverage into the Portfolio. In addition, delays may occur in the recovery of loaned securities from borrowers, which could interfere with the Portfolio’s ability to vote proxies or to settle transactions.

 

Risk/Return Bar Chart and Table

 

The Portfolio is newly offered. Performance information will be available in the Prospectus after the Portfolio has been in operation for one full calendar year.

 

WHO MANAGES THE PORTFOLIO

 

Investment Adviser: EIM

 

Portfolio Managers:

 

Name   Title   Date Began
Managing
the Portfolio

Kenneth T. Kozlowski,
CFP®, CLU, ChFC

  Executive Vice President and Chief Investment Officer of EIM   [    ] 2022

Alwi Chan, CFA®

  Senior Vice President and Deputy Chief Investment Officer of EIM   [    ] 2022

Xavier Poutas, CFA®

  Vice President and Assistant Portfolio Manager of EIM   [    ] 2022

Miao Hu, CFA®

 

Vice President and Assistant Portfolio

Manager of EIM

  [    ] 2022

Kevin McCarthy

  Assistant Portfolio Manager of EIM   [    ] 2022

James Chen, CFA®,, FRM®

  Assistant Portfolio Manager of EIM   [    ] 2022

 

PURCHASE AND REDEMPTION OF PORTFOLIO SHARES

 

The Portfolio’s shares are currently sold only to insurance company separate accounts in connection with Contracts issued by Equitable Financial Life Insurance Company (“Equitable Financial”) or other affiliated or unaffiliated insurance companies and to The Equitable 401(k) Plan. Shares also may be sold to other investors eligible under applicable federal tax regulations. Class K shares of the Portfolio are sold only to certain group annuity plans.

 

The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day (which typically is any day the New York Stock Exchange is open) upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.

 

TAX INFORMATION

 

The Portfolio’s shareholders are (or may include) insurance company separate accounts and other investors eligible under applicable federal income tax regulations. Distributions made by the Portfolio to such an account, and exchanges

 

EQ Advisors Trust   Equitable Growth MF/ETF Portfolio   19


Equitable Growth MF/ETF Portfolio (continued)

 

and redemptions of Portfolio shares made by such an account, ordinarily do not cause the holders of underlying Contracts to recognize income or gain for federal income tax purposes at the time of the distributions, exchanges or redemptions; the holders generally are taxed only on amounts they withdraw from their Contract. See the prospectus for your Contract for further tax information.

 

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

 

This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts and to other eligible investors. The Portfolio and the Adviser and its affiliates may make payments to sponsoring insurance companies (and their affiliates) or other financial intermediaries for distribution and/or other services. These payments may create a conflict of interest by influencing an insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments. Ask your financial adviser or visit your financial intermediary’s website for more information.

    

 

20   Equitable Growth MF/ETF Portfolio   EQ Advisors Trust


2. The Portfolios at a Glance

 

 

The Portfolios are designed as a convenient approach to help investors meet retirement and other long-term goals. Investors may choose to invest in one or more of the Portfolios based on their risk tolerance, investment time horizons and personal investment goals.

 

The Adviser, under the oversight of the Trust’s Board of Trustees (the “Board”), has established an asset allocation target for each Portfolio. This target is the approximate percentage of each Portfolio’s assets that will be invested in equity investments or fixed income investments (referred to herein as “asset classes”) as represented by the primary holdings (as described in the prospectuses) of the Underlying Portfolios and Underlying ETFs in which a Portfolio invests. These asset allocation targets may be changed without notice or shareholder approval.

 

The Adviser establishes the asset allocation targets for each asset class and identifies the specific Underlying Portfolios and Underlying ETFs in which to invest using its proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes and the Underlying Portfolios and Underlying ETFs, as well as its outlook for the economy and financial markets. The Adviser may change the asset allocation targets and may add new Underlying Portfolios and Underlying ETFs or replace or eliminate existing Underlying Portfolios and Underlying ETFs. The Adviser may sell a Portfolio’s holdings for a variety of reasons, including to invest in an Underlying Portfolio or Underlying ETF believed to offer superior investment opportunities. The Adviser does not intend to engage in active and frequent trading on behalf of the Portfolios. The following chart describes the current asset allocation target for long-term investments between the asset classes for each Portfolio:

 

Asset Class*    Equitable
Moderate Growth
MF/ETF Portfolio
       Equitable
Growth MF/ETF
Portfolio
 

Percentage of Equity

     60%          80%  

Percentage of Fixed Income

     38%          18%  
*   The target allocations may include securities of both U.S. and foreign (including emerging markets) issuers.

 

The target allocations may deviate from the amounts shown above by up to 10% of the Portfolio’s assets based on the Adviser’s tactical views and in response to changing market conditions. Each Portfolio also may deviate temporarily from its asset allocation target for defensive purposes. In addition, actual allocations may deviate from the amounts shown above by up to 15% of the Portfolio’s assets due to a variety of factors, including appreciation or depreciation of one or more asset classes. The Portfolios have adopted certain policies to reduce the likelihood of such an occurrence. First, the Adviser will rebalance each Portfolio’s holdings as deemed necessary to bring the Portfolio’s asset allocation back into alignment with its asset allocation target. Second, the Adviser will not allocate any new investment dollars to any Underlying Portfolio or Underlying ETF that primarily holds securities of a particular asset class whose maximum percentage has been exceeded. Third, the Adviser will allocate new investment dollars on a priority basis to Underlying Portfolios or Underlying ETFs that primarily hold securities of a particular asset class whose minimum percentage has not been achieved.

 

Subject to its asset allocation target set forth above, each Portfolio seeks to invest its assets among the Underlying Portfolios and Underlying ETFs to achieve a diversified exposure across multiple asset categories. The asset categories of the Underlying Portfolios and Underlying ETFs in which the Portfolios currently expect to invest are as follows:

 

Equity Asset Categories

 

U.S. Large Cap Equity

U.S. Small & Mid Cap Equity

International Markets Equity

Emerging Markets Equity

Global Equity

U.S. Equity

U.S. Growth Equity

U.S. Value Equity

 

EQ Advisors Trust   The Portfolios at a Glance   21


Fixed Income Asset Categories

 

Investment Grade Bond

High Yield (“Junk”) Bond

 

The percentage of a Portfolio’s assets exposed to an asset category will vary from time to time, and a Portfolio may not invest in all of the asset categories listed. The Adviser may allocate each Portfolio’s assets to additional asset categories in the future. The investment grade bond and high yield bond asset categories may include both U.S. and foreign (including emerging markets) issuers and may include securities with maturities that range from short to longer term.

 

Each Portfolio’s weightings in these asset classes and asset categories are determined by the Adviser. In considering the weightings to be allocated to each asset class and asset category, the Adviser will consider, among other things, momentum factors to determine the relative attractiveness of each asset class or asset category. Momentum is the tendency of investments to exhibit persistence in their performance. When momentum deteriorates, the Adviser may reduce the Portfolio’s exposure to a particular asset class or asset category.

 

Each Portfolio also holds approximately 2% of its assets in cash and cash-equivalent instruments. Each Portfolio also may hold U.S. government securities and money market instruments directly for investment or other appropriate purposes.

 

In order to give you a better understanding of the types of Underlying Portfolios and Underlying ETFs in which the Portfolios currently may invest, the table below lists the Underlying Portfolios and Underlying ETFs, divided by asset class, based on each Underlying Portfolio’s and Underlying ETF’s primary securities holdings (as described in its prospectus). The Adviser’s selection of Underlying Portfolios or Underlying ETFs may have a positive or negative impact on its revenues and/or profits. You should be aware that in addition to the fees directly associated with a Portfolio, you will also indirectly bear the fees of the Underlying Portfolios and Underlying ETFs, which, in the case of an affiliated Underlying Portfolio, include management fees paid to the Adviser and administration fees paid to the Administrator, and in certain instances, may include advisory fees paid by the Adviser to an affiliate. Where permitted, the Portfolios will purchase shares of the Underlying Portfolios and Underlying ETFs that are not subject to distribution or service (Rule 12b-1) fees. The list of Underlying Portfolios and Underlying ETFs in which the Portfolios may invest may change from time to time at the discretion of the Adviser without notice or shareholder approval. A Portfolio will not necessarily invest in every Underlying Portfolio or Underlying ETF at one time. Additional information regarding the 1290 Diversified Bond Fund, 1290 GAMCO Small/Mid Cap Value Fund, 1290 High Yield Bond Fund, and 1290 SmartBeta Equity Fund, each of which is managed by the Adviser, is included in the prospectuses for those portfolios dated March 1, 2021, as supplemented from time to time. Additional information regarding the unaffiliated Underlying Portfolios and the Underlying ETFs is included in their current prospectuses.

 

Equity

 

1290 GAMCO Small/Mid Cap Value Fund*

1290 SmartBeta Equity Fund*

AB Small Cap Growth Fund

iShares® Core S&P Total U.S. Stock Market ETF

iShares® Core S&P U.S. Growth ETF

iShares® Core S&P U.S. Value ETF

iShares® MSCI Global Min Vol Factor ETF

SPDR® Portfolio Developed World ex-US ETF

Vanguard FTSE Emerging Markets ETF

 

Fixed Income

 

1290 Diversified Bond Fund*

1290 High Yield Bond Fund*

iShares® Broad USD High Yield Corporate Bond ETF

Vanguard Intermediate-Term Corporate Bond ETF

Vanguard Total Bond Market ETF

 

*   Underlying Portfolio managed by EIM.

 

You should note that an investor in a Portfolio bears both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying Portfolios and the Underlying ETFs. Therefore, an investor may be able to realize lower aggregate expenses by investing directly in the Underlying Portfolios and/or Underlying ETFs of a Portfolio instead of in the Portfolio itself. However, the Underlying Portfolios and Underlying ETFs listed above are not available directly as investment options in your Contract. In addition, an investor who chooses to invest directly in the Underlying Portfolios and/or the Underlying ETFs would not receive the asset allocation and rebalancing services provided by the Adviser.

 

22   The Portfolios at a Glance   EQ Advisors Trust


3. More About Investment Strategies & Risks

 

 

 

More About Investment Strategies

 

Changes in Investment Objectives and Investment Strategies

 

As described in this Prospectus, each Portfolio has its own investment objective(s), policies and strategies. There is no assurance that a Portfolio will achieve its investment objective. The investment objective of each Portfolio may be changed without prior notice or shareholder approval. All investment policies and strategies that are not specifically designated as fundamental may be changed without prior notice or shareholder approval. In addition, to the extent a Portfolio is new or is undergoing a transition (such as a rebalancing, or experiences large inflows or outflows) or takes a temporary defensive position, it may not be pursuing its investment objective or executing its principal investment strategies.

 

80% Policies

 

Each Portfolio has a policy that it will invest at least 80% of its net assets, plus borrowings for investment purposes, in a particular type of investment connoted by its name, as described in the section of the Prospectus entitled “About the Investment Portfolios”. Each such policy is subject to change only upon at least sixty (60) days’ prior notice to shareholders of the affected Portfolio. The 80% investment requirement is applied at the time a Portfolio invests its assets. If, subsequent to an investment by a Portfolio, this requirement is no longer met, the Portfolio’s future investments will be made in a manner consistent with bringing the Portfolio into compliance with this requirement.

 

Underlying Portfolios and Underlying ETFs

 

Each Portfolio invests primarily in Underlying Portfolios and Underlying ETFs. Accordingly, each Portfolio’s performance depends upon a favorable allocation by the Adviser among the Underlying Portfolios and Underlying ETFs as well as the ability of the Underlying Portfolios and Underlying ETFs to generate favorable performance. The Underlying Portfolios are other mutual funds that are managed by the Adviser and sub-advised by one or more investment sub-advisers (“Sub-Adviser”), which may include an affiliate of the Adviser, and other investment companies (including open-end investment companies) that are managed by investment managers other than the Adviser. ETFs are investment companies or other investment vehicles whose shares are listed and traded on U.S. stock exchanges or otherwise traded in the over-the-counter market and may be purchased and sold throughout the trading day based on their market price. Generally, an index-based ETF seeks to track a securities index or a basket of securities that an “index provider” (such as Standard & Poor’s, Russell or Morgan Stanley Capital International (“MSCI”)) selects as representative of a market, market segment, industry sector, country or geographic region. An index-based ETF generally holds the same stocks, bonds or other instruments as the index it tracks (or it may hold a representative sample of such instruments). Accordingly, an index-based ETF is designed so that its performance will correspond closely with that of the index it tracks. ETFs also may be actively managed.

 

Generally, a Portfolio’s investments in other investment companies are subject to statutory limitations in the Investment Company Act of 1940, as amended (“1940 Act”), including in certain circumstances a prohibition against acquiring shares of another investment company if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment company’s total outstanding shares, (ii) would have invested more than 5% of its total assets in such other investment company, or (iii) would have invested more than 10% of its total assets in investment companies. However, a Portfolio may rely on certain SEC rules or exemptive orders to invest in ETFs beyond the statutory limits.

 

Additional Information About the Investment Strategies

 

The following provides additional information regarding the principal investment strategies of the Portfolios as discussed in “Goals, Strategies & Risks — Investments, Risks, and Performance — Principal Investment Strategy” and provides information regarding additional investment strategies that the Portfolios may employ. Each strategy may apply to all of the Portfolios. The Portfolios also may make other types of investments to the extent permitted by applicable law. For further information about investment strategies, please see the Portfolios’ Statement of Additional Information (“SAI”).

 

Cash and Short-Term Investments. A Portfolio may hold cash or invest in short-term paper and other short-term investments (instead of being allocated to an Underlying Portfolio or Underlying ETF) as deemed appropriate by the investment manager. Short-term paper generally includes any note, draft bill of exchange or banker’s acceptance payable on demand or having a maturity at the time of issuance that does not exceed nine months or any renewal thereof payable on demand or having a maturity that is likewise limited.

 

A Portfolio also may invest its uninvested cash in high-quality, short-term debt securities, including repurchase

 

EQ Advisors Trust   More About Investment Strategies & Risks   23


agreements and high-quality money market instruments, and also may invest uninvested cash in money market funds, including money market funds managed by the Adviser. To the extent a Portfolio invests in a money market fund, it generally is not subject to the limits placed on investments in other investment companies by the 1940 Act.

 

Generally, these securities offer less potential for gains than other types of securities.

 

Portfolio Turnover. The Portfolios do not restrict the frequency of trading to limit expenses. While the Portfolios are not expected to have high portfolio turnover, the Portfolios may engage in active and frequent trading of portfolio securities to achieve their investment objectives. Frequent trading can result in a portfolio turnover in excess of 100% (high portfolio turnover).

 

Temporary Defensive Investments. For temporary defensive purposes in response to adverse market, economic, political or other conditions, each Portfolio may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements. To the extent a Portfolio is invested in these instruments, the Portfolio will not be pursuing its principal investment strategies and may not achieve its investment goal. In addition, each Portfolio may deviate from its asset allocation targets for defensive purposes.

 

U.S. Government Securities. Each Portfolio may invest in U.S. government securities, which include direct obligations of the U.S. Treasury (such as Treasury bills, notes or bonds) and obligations issued or guaranteed as to principal and interest (but not as to market value) by the U.S. government, its agencies or its instrumentalities. U.S. government securities include mortgage-backed securities issued or guaranteed by government agencies or government-sponsored enterprises. Other U.S. government securities may be backed by the full faith and credit of the U.S. government or supported primarily or solely by the creditworthiness of the government-related issuer or, in the case of mortgage-backed securities, by pools of assets.

 

Risks

 

Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more money your investment can earn for you and the more you can lose. Like other investment companies, the value of each Portfolio’s shares may be affected by the Portfolio’s investment objective(s), principal investment strategies and particular risk factors. Each Portfolio follows a distinct set of investment strategies. Consequently, each Portfolio may be subject to different risks. Some of the risks of investing in the Portfolios are discussed below, including the principal risks of the Portfolios as discussed in “Goals, Strategies & Risks — Investments, Risks, and Performance — Principal Risks.” However, other factors may also affect each Portfolio’s investment results. There is no assurance that a Portfolio will achieve its investment objective(s) or that it will not lose value.

 

To the extent a Portfolio invests in Underlying Portfolios or Underlying ETFs that invest primarily in certain types of securities or other instruments (such as equity securities and other equity instruments, fixed income securities and other fixed income instruments, or foreign securities), the performance of the Portfolio will be subject to the risks of investing in such securities or other instruments.

 

The Underlying Portfolios and Underlying ETFs have principal investment strategies that come with inherent risks. Certain Underlying Portfolios and Underlying ETFs may emphasize different market sectors. Some of the risks, including principal risks of investing in the Underlying Portfolios and Underlying ETFs, as applicable, are discussed below. More information about the Underlying Portfolios and Underlying ETFs is available in their respective prospectuses.

 

In each of the risk categories below, risks are described in alphabetical order and not in order of importance or potential exposure.

 

General Risks of the Portfolios and the Underlying Portfolios and the Underlying ETFs

 

Each Portfolio and each of the Underlying Portfolios and Underlying ETFs may be subject to certain general investment risks, as discussed below. In this section, unless otherwise indicated, the term “Portfolio” may include a Portfolio, an Underlying Portfolio, an Underlying ETF, or all of the above:

 

Affiliated Portfolio Risk. In managing a Portfolio that invests in Underlying Portfolios and Underlying ETFs, the Adviser will have the authority to select and substitute the Underlying Portfolios and Underlying ETFs. The Adviser is subject to conflicts of interest in allocating a Portfolio’s assets among Underlying Portfolios and Underlying ETFs because the Adviser earns fees for managing, and an affiliate earns fees for administering, the affiliated Underlying Portfolios, but not the unaffiliated Underlying Portfolios or Underlying ETFs. In addition, the Adviser is subject to conflicts of interest in allocating a Portfolio’s assets among the various affiliated Underlying Portfolios

 

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because the revenue it receives from some of the affiliated Underlying Portfolios is higher than the revenue it receives from other affiliated Underlying Portfolios and because the Adviser is responsible for managing and an affiliate is responsible for administering, and with respect to certain affiliated Underlying Portfolios, an affiliate may be responsible for sub-advising, the affiliated Underlying Portfolios.

 

A Portfolio investing in Underlying Portfolios may from time to time own or control a significant percentage of an Underlying Portfolio’s shares. Accordingly, an Underlying Portfolio is subject to the potential for large-scale inflows and outflows as a result of purchases and redemptions of its shares by such a Portfolio. These inflows and outflows may be frequent and could negatively affect an Underlying Portfolio’s and, in turn, a Portfolio’s net asset value and performance and could cause an Underlying Portfolio to purchase or sell securities at a time when it would not normally do so. It would be particularly disadvantageous for an Underlying Portfolio if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. These inflows and outflows also could negatively affect an Underlying Portfolio’s and, in turn, a Portfolio’s ability to meet shareholder redemption requests or could limit an Underlying Portfolio’s and, in turn, a Portfolio’s ability to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. During periods of declining or illiquid markets, the Adviser also may be subject to conflicts of interest in selecting shares of Underlying Portfolios for redemption and in deciding whether and when to redeem such shares. In addition, these inflows and outflows could increase an Underlying Portfolio’s and, in turn, a Portfolio’s brokerage or other transaction costs, and large-scale outflows could cause an Underlying Portfolio’s and, in turn, a Portfolio’s, actual expenses to increase, or could result in an Underlying Portfolio’s current expenses being allocated over a smaller asset base, which, depending on any applicable expense caps, could lead to an increase in the Underlying Portfolio’s and, in turn, a Portfolio’s expense ratio. Consistent with its fiduciary duties, the Adviser seeks to implement each Portfolio’s and each Underlying Portfolio’s investment program in a manner that is in the best interest of that Portfolio and Underlying Portfolio and that is consistent with its investment objective, policies, and strategies.

 

Asset Allocation Risk. The investment performance of an allocation Portfolio depends upon how its assets are allocated across various asset classes and how its assets are invested within those asset classes. Some asset classes and investments may perform below expectations or the securities markets generally over short and extended periods. The allocation strategies used and the allocation and investment decisions made could cause a Portfolio to lose value, may not produce the desired results, or may cause a Portfolio’s results to lag relevant benchmarks or other portfolios with similar investment objectives. For example, weighting equity securities too heavily during a period of stock market decline may result in a failure to preserve capital. Conversely, weighting debt securities too heavily during a period of stock market appreciation may result in lower total return.

 

Cash Management Risk. Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, a Portfolio may be required to post collateral for the contract, the amount of which may vary. In addition, a Portfolio may maintain cash and cash equivalent positions as part of the Portfolio’s strategy in order to take advantage of investment opportunities as they arise, to manage the Portfolio’s market exposure and for other portfolio management purposes. As such, a Portfolio may maintain cash balances, including foreign currency balances, which may be significant, with counterparties such as the Trust’s custodian or its affiliates. Maintaining larger cash and cash equivalent positions could negatively affect a Portfolio’s performance due to missed investment opportunities and may also subject a Portfolio to additional risks, such as increased credit risk with respect to the custodian bank holding the assets and the risk that a counterparty may be unable or unwilling to honor its obligations, and costs, such as any fees imposed for large cash balances.

 

Concentration Risk. If an Underlying Portfolio or Underlying ETF concentrates, or invests a higher percentage of its assets, in the securities of a particular issuer or issuers in a particular country, group of countries, region, market, industry, group of industries, sector or asset class, that Underlying Portfolio or Underlying ETF may be adversely affected by the performance of those securities, may be subject to increased price volatility, and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class.

 

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Counterparty Risk: A Portfolio may sustain a loss as a result of the insolvency or bankruptcy of, or other non-compliance or non-performance by, another party to a transaction.

 

Cybersecurity and Operational Risk. A Portfolio and its service providers, and your ability to transact with a Portfolio, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause a Portfolio or its service providers, as well as the securities trading venues and their service providers, to suffer data corruption or lose operational functionality. A cybersecurity incident could, among other things, result in the loss or theft of customer data or funds, customers or employees being unable to access electronic systems (“denial of services”), loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or remediation costs associated with system repairs. Any of these results could have a substantial adverse impact on a Portfolio and its shareholders.

 

The occurrence of any of these problems could result in a loss of information, the inability to process Portfolio transactions or calculate a Portfolio’s net asset value, violations of applicable privacy and other laws, regulatory scrutiny, penalties, fines, reputational damage, additional compliance costs or other consequences, any of which could have a material adverse effect on a Portfolio or its shareholders. The Adviser, through its monitoring and oversight of Portfolio service providers, endeavors to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. However, it is not possible for the Adviser or Portfolio service providers to identify all of the cybersecurity or other operational risks that may affect a Portfolio or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Among other situations, disruptions (for example, pandemics or health crises) that cause prolonged periods of remote work or significant employee absences at a Portfolio’s service providers could impact the ability to conduct the Portfolio’s operations. Most issuers in which a Portfolio invests are heavily dependent on computers for data storage and operations and require ready access to the internet to conduct their businesses. Thus, cybersecurity incidents could also affect issuers of securities in which a Portfolio invests, leading to significant loss of value. A Portfolio may incur substantial costs to prevent or address cybersecurity incidents in the future.

 

Derivatives Risk. A derivative instrument is generally an investment contract the value of which depends upon (or is derived from), in whole or in part, the value of an underlying asset, reference rate, index or event (e.g., stocks, bonds, commodities, currencies, interest rates and market indexes). A Portfolio’s investments in derivatives may rise or fall in value more rapidly than other investments and may reduce the Portfolio’s returns and increase the volatility of the Portfolio’s net asset value. Examples of derivative instruments include, among others, futures contracts, options contracts, options on futures contracts, forward contracts, and swaps. The following provides a more general discussion of important risk factors (e.g., management risk, leveraging risk, liquidity risk, market and interest rate risk, counterparty and credit risk, and other risks) relating to all derivative instruments that a Portfolio may use. A discussion of additional risks associated with particular derivative instruments follows the general discussion, and particular derivative instruments are discussed in more detail under “Additional Investment Strategies and Risks” in the Statement of Additional Information.

 

Management Risk: Derivative products are highly specialized instruments. Investing in derivatives involves investment techniques and risk analyses different from, and risks in some respects greater than, those associated with investing in more traditional investments, such as stocks and bonds. The use of a derivative requires an understanding not only of the underlying asset, reference rate, index or event, but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.

 

Leveraging Risk: Derivatives may be leveraged such that a small investment can have a significant impact on a Portfolio’s exposure to stock market values, interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivatives contract may cause an immediate and substantial loss or gain, and a Portfolio could lose more than the amount it invested. A Portfolio may experience leveraging risk in connection with investments in derivatives

 

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because its investments in derivatives may be small relative to the investment exposure assumed, leaving more assets to be invested in other investments. Such investments may have the effect of leveraging a Portfolio because the Portfolio may experience gains or losses not only on its investments in derivatives, but also on the investments purchased with the remainder of the assets. If the value of a Portfolio’s investments in derivatives is increasing, this could be offset by declining values of the Portfolio’s other investments. Conversely, it is possible that a rise in the value of a Portfolio’s non-derivative investments could be offset by a decline in the value of the Portfolio’s investments in derivatives. In either scenario, a Portfolio may experience losses. In a market where the value of a Portfolio’s investments in derivatives is declining and the value of its other investments is declining, the Portfolio may experience substantial losses. Some derivatives can have the potential for unlimited losses.

 

Liquidity Risk: It may be difficult or impossible for a Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. In addition, the possible lack of a liquid secondary market for certain derivatives, and the resulting inability of a Portfolio to sell or otherwise close out a derivatives position, could expose the Portfolio to losses and could make such derivatives more difficult for the Portfolio to value accurately. When a Portfolio uses derivatives, it likely will be required to provide margin or collateral and/or segregate cash or other liquid assets. Assets segregated to cover these transactions may decline in value, may become illiquid, and are not available to meet redemptions. The need to segregate assets also could limit a Portfolio’s ability to pursue other opportunities as they arise.

 

Market and Interest Rate Risk: Some derivatives are more sensitive to market price fluctuations and to interest rate changes than other investments. The successful use of derivatives will usually depend on the Adviser’s or a Sub-Adviser’s ability to accurately forecast movements in the market relating to the underlying asset, reference rate, index or event. If the Adviser or a Sub-Adviser does not predict correctly the direction of asset prices, interest rates and other economic factors, a Portfolio’s derivatives positions could lose value. Derivatives may not behave as anticipated by a Portfolio, especially in abnormal market conditions. Derivatives strategies that are successful under certain market conditions may be less successful or unsuccessful under other market conditions. While some derivatives strategies can reduce the risk of loss, they can also reduce the opportunity for gain or result in losses by offsetting favorable price movements in other Portfolio investments.

 

Counterparty and Credit Risk: A Portfolio also may be exposed to losses if the counterparty in the transaction is unable or unwilling to fulfill its contractual obligation. Counterparty risk may arise because of market activities and developments, the counterparty’s financial condition (including financial difficulties, bankruptcy, or insolvency), or other reasons. To the extent a Portfolio has significant exposure to a single counterparty or small group of counterparties, this risk will be particularly pronounced. In addition, derivatives traded over-the-counter that are uncleared do not benefit from the protections provided by exchanges and central counterparties (derivatives clearing organizations and clearing corporations) in the event that a counterparty is unable or unwilling to fulfill its contractual obligation. Such uncleared over-the-counter derivatives therefore involve greater counterparty and credit risk and may be more difficult to value than exchange-traded derivatives that are cleared by a central counterparty.

 

Valuation Risk: Derivatives also may be subject to the risk of mispricing or improper valuation. Derivatives can be difficult to value, and valuation may be more difficult in times of market turmoil. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a Portfolio. Changes in the value of a derivative may not correlate perfectly, or at all, with the underlying asset, reference rate or index.

 

Other Risks: Derivatives also may be subject to risks related to potential operational issues, including documentation issues, settlement issues, systems failures, inadequate controls, and human

 

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error, as well as legal risks, such as insufficient documentation, insufficient capacity or authority of a counterparty, or legality or enforceability of a contract.

 

When a derivative is used as a hedge against a position that a Portfolio holds, any loss generated by the derivative should generally be offset by gains on the hedged instrument, and vice versa. While hedging can reduce or eliminate losses, it also can reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the hedged investment, and there can be no assurance that a Portfolio’s hedging transactions will be effective. Also, suitable derivative transactions may not be available in all circumstances, and there can be no assurance that a Portfolio will engage in derivative transactions to reduce exposure to other risks when that might be beneficial or that, if used, such strategies will be successful. Derivatives also may involve fees, commissions, or other costs that may reduce a Portfolio’s gains or exacerbate its losses from the derivatives.

 

The federal income tax treatment of a derivative may not be as favorable as a direct investment in an underlying asset and may adversely affect the timing, character and amount of income a Portfolio realizes from its investments. In addition, certain derivatives are subject to mark-to-market or straddle provisions of the Internal Revenue Code. The federal income tax treatment of certain derivatives, such as swaps, is unsettled and may be subject to future legislation, regulation or administrative pronouncements issued by the Internal Revenue Service.

 

Legislative and regulatory developments may limit the availability of certain derivatives, may make the use of derivatives by a Portfolio more costly, and may otherwise adversely impact the performance and value of derivatives. Such developments may also impact a Portfolio’s ability to invest, or remain invested, in certain derivatives and subject a Portfolio to additional recordkeeping and reporting requirements. For example, the SEC recently adopted new requirements and restrictions on registered funds’ (including the Portfolios’) use of derivatives, with which the Portfolios generally will be required to comply in 2022. Complying with these new requirements may increase the cost of a Portfolio’s investments and the cost of implementing a Portfolio’s investment program and related operations, which could adversely affect a Portfolio and its investors.

 

A discussion of additional risks associated with particular derivative instruments follows:

 

Futures Contract Risk: There is no assurance that a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily price fluctuation limits for futures contracts and may halt trading if a contract’s price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of unfavorable positions, and potentially could require a Portfolio to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a Portfolio’s access to other assets held to cover its futures positions could also be impaired.

 

Options Contract Risk: By writing put options, a Portfolio takes on the risk of declines in the value of the underlying instrument, including the possibility of a loss up to the entire strike price of each option it sells, but without the corresponding opportunity to benefit from potential increases in the value of the underlying instrument. When a Portfolio writes a put option, it assumes the risk that it must purchase the underlying instrument at a strike price that may be higher than the market price of the instrument. If there is a broad market decline and a Portfolio is not able to close out its written put options, it may result in substantial losses to the Portfolio. By writing a call option, a Portfolio may be obligated to deliver instruments underlying an option at less than the market price. In the case of an uncovered call option, there is a risk of unlimited loss. When an uncovered call is exercised, a Portfolio must purchase the underlying instrument to meet its call obligations and the necessary instruments may be unavailable for purchase. Additionally, volatility in the market for equity securities, which has been dramatically increased recently for certain stocks, can meaningfully increase the risk of loss associated with options. When a Portfolio writes a covered call

 

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option, it gives up the opportunity to profit from a price increase in the underlying instrument above the strike price. If a covered call option that a Portfolio has written is exercised, the Portfolio will experience a gain or loss from the sale of the underlying instrument, depending on the price at which the Portfolio purchased the instrument and the strike price of the option. A Portfolio will receive a premium from writing options, but the premium received may not be sufficient to offset any losses sustained from exercised options. In the case of a covered call, the premium received may be offset by a decline in the market value of the underlying instrument during the option period. If an option that a Portfolio has purchased is never exercised or closed out, the Portfolio will lose the amount of the premium it paid and the use of those funds.

 

Forward Contract Risk: There are no limits on daily price fluctuations of forward contracts. Changes in foreign exchange regulations by governmental authorities might limit the trading of forward contracts on currencies. There have been periods during which certain counterparties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (i.e., the difference between the price at which the counterparty is prepared to buy and the price at which it is prepared to sell).

 

Swaps Risk: Swap transactions generally do not involve delivery of reference instruments or payment of the notional amount of the contract. Accordingly, the risk of loss with respect to swaps generally is limited to the net amount of payments that a Portfolio is contractually obligated to make or, in the case of the other party to a swap defaulting, the net amount of payments that a Portfolio is contractually entitled to receive. As a seller of a credit default swap, a Portfolio effectively adds economic leverage because, in addition to its total net assets, the Portfolio is subject to investment exposure on the entire notional amount of the contract. See “Leveraging Risk” above. Additionally, holding a position in a credit default swap could result in losses if a Portfolio does not correctly evaluate the creditworthiness of the company on which the credit default swap is based.

 

Some swaps are now executed through an organized exchange or regulated facility and cleared

through a regulated clearing organization. The absence of an organized exchange or market for certain swap transactions may result in difficulties in trading and valuation, especially in the event of market disruptions. The use of an organized exchange or market for swap transactions is expected to result in swaps being easier to trade or value, but this may not always be the case.

 

Index Strategy Risk. A Portfolio (or a portion thereof) that employs an index strategy generally invests in all of the securities included in (or “replicates”) an index or invests in a representative sampling of such securities, regardless of market trends, to seek to track the performance of an unmanaged index of securities, whereas an actively managed Portfolio (or portion thereof) typically seeks to outperform a benchmark index. A Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. To the extent the companies represented in the index are concentrated in particular sectors or industries, a Portfolio will be subject to investment concentration risk. In addition, although the index strategy attempts to closely track the relevant index, a Portfolio may not invest in all of the securities in the index. Also, unlike index performance, a Portfolio’s performance will be reduced by its fees and expenses. Cash flow into and out of a Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolio’s valuation procedures also may affect the Portfolio’s performance. Therefore, there can be no assurance that the performance of the index strategy will match or achieve a high degree of correlation to that of the relevant index. Tracking error may cause a Portfolio’s performance to be less than expected. In addition, to the extent a Portfolio’s investments track the relevant index, the Portfolio may underperform other portfolios that invest more broadly.

 

To the extent that the securities of a limited number of companies represent a significant percentage of the relevant index, a Portfolio may be subject to more risk because changes in the value of a single security may have a more significant effect, either positive or negative, on the Portfolio’s net asset value. A Portfolio may experience greater performance volatility than a portfolio that seeks to track the performance of an index that is more broadly diversified.

 

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To the extent a Portfolio utilizes a representative sampling approach, it may experience tracking error to a greater extent than if the Portfolio sought to replicate the index. A Portfolio’s use of a representative sampling approach will result in its holding a smaller number of securities than are in the index it seeks to track. As a result, an adverse development with respect to an issuer of securities held by the Portfolio could result in a greater decline in net asset value than would be the case if the Portfolio held all of the securities in the index.

 

Insurance Fund Risk. The Portfolios are available through Contracts offered by insurance company affiliates of the Adviser, and the Portfolios may be used to fund all or a portion of certain benefits and guarantees available under the Contracts. To the extent the assets in a Portfolio are insufficient to fund those benefits and guarantees, the Adviser’s insurance company affiliates might otherwise be obligated to fulfill them out of their own resources. The Adviser is subject to conflicts of interest in connection with providing advice to, or developing strategies and modeling tools used to manage, a Portfolio (e.g., with respect to the allocation of assets among Underlying Portfolios or between passively and actively managed portions of a Portfolio and the development and implementation of the modeling tools used to manage a Portfolio). The performance of a Portfolio may impact the obligations and financial exposure of the Adviser’s insurance company affiliates under any death benefit, income benefit and other guarantees provided through Contracts that offer the Portfolio as an investment option and the ability of an insurance company affiliate to manage (e.g., through the use of various hedging techniques) the risks associated with these benefits and guarantees. The Adviser’s investment decisions and the design of the Portfolios may be influenced by these factors. For example, the Portfolios or modeling tools and strategies may be managed or designed in a manner (e.g., using more conservative or less volatile investment styles, including volatility management strategies) that could reduce potential losses and/or mitigate financial risks to insurance company affiliates that provide the benefits and guarantees and offer the Portfolios as investment options in their products, and also could facilitate such an insurance company’s ability to provide benefits and guarantees under its Contracts, including by making more predictable the costs of the benefits and guarantees and by reducing the regulatory capital needed to provide them. The financial benefits to the Adviser’s insurance company affiliates may be material. The performance of a Portfolio also may adversely impact the value of Contracts that offer the Portfolio as an investment option and could suppress the value of the benefits and guarantees offered under a Contract. Please refer to your Contract prospectus for more information about any benefits and guarantees offered under the Contract. Consistent with its fiduciary duties, the Adviser seeks to implement each Portfolio’s investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolio’s investment objective, policies and strategies described in detail in this Prospectus.

 

Investment Style Risk. A Portfolio may use a particular style or set of styles, for example, growth or value investing styles, to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods.

 

Growth investing generally focuses on companies that, due to their strong earnings and revenue potential, offer above-average prospects for capital growth, with less emphasis on dividend income. Earnings predictability and confidence in earnings forecasts are an important part of the selection process. As a result, the price of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. A Portfolio using this approach generally seeks out companies experiencing some or all of the following: high sales growth, high unit growth, high or improving returns on assets and equity, and a strong balance sheet. Such a Portfolio also prefers companies with a competitive advantage such as unique management, marketing or research and development. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated by the Portfolio, regardless of movements in the securities market. Growth stocks tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. Growth stocks also may increase the volatility of the Portfolio’s share price.

 

Value investing attempts to identify strong companies selling at a discount from their perceived true worth. A Portfolio using this approach generally selects stocks at prices that, in its view, are temporarily low relative to the company’s earnings, assets, cash flow and dividends. Value investing is subject to the risk that a

 

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stock’s intrinsic value may never be fully recognized or realized by the market, or its price may go down. In addition, there is the risk that a stock judged to be undervalued may actually have been appropriately priced at the time of investment. Value investing generally emphasizes companies that, considering their assets and earnings history, are attractively priced and may provide dividend income.

 

Issuer-Specific Risk. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the market as a whole. The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets. A change in the financial condition of a single issuer may affect securities markets as a whole. Certain unanticipated events, such as litigation or natural disasters, can have a dramatic adverse effect on the value of an issuer’s securities.

 

Large Shareholder Risk. A significant percentage of a Portfolio’s shares may be owned or controlled by the Adviser and its affiliates or other large shareholders, including primarily insurance company separate accounts. Accordingly, a Portfolio is subject to the potential for large-scale inflows and outflows as a result of purchases and redemptions of its shares by such shareholders, including in connection with substitution and other transactions by affiliates of the Adviser. These inflows and outflows may be frequent and could negatively affect a Portfolio’s net asset value and performance, and could cause a Portfolio to purchase or sell securities at a time when it would not normally do so. It would be particularly disadvantageous for a Portfolio if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. These inflows and outflows also could negatively affect a Portfolio’s ability to meet shareholder redemption requests or could limit a Portfolio’s ability to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. During periods of declining or illiquid markets, the Adviser or its affiliates also may be subject to conflicts of interest in selecting shares of Portfolios for redemption and in deciding whether and when to redeem such shares. In addition, these inflows and outflows could increase a Portfolio’s brokerage or other transaction costs, and large-scale outflows could cause a Portfolio’s actual expenses to increase, or could result in a Portfolio’s current expenses being allocated over a smaller asset base, which, depending on any applicable expense caps, could lead to an increase in the Portfolio’s expense ratio.

 

Leveraging Risk. When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. Investments that create leverage can result in losses to a Portfolio that exceed the amount originally invested and may accelerate the rate of losses (some of which may be sudden or substantial). For certain investments that create leverage, or have embedded leverage, relatively small market fluctuations can result in large changes in the value of such investments. In addition, the costs that a Portfolio pays to engage in these practices are additional costs borne by the Portfolio and could reduce or eliminate any net investment profits. Unless the profits from engaging in these practices exceed the costs of engaging in these practices, the use of leverage will diminish the investment performance of a Portfolio compared with what it would have been had the Portfolio not used leverage. There can be no assurance that a Portfolio’s use of any leverage will be successful. When a Portfolio utilizes certain of these practices, it must comply with certain asset segregation requirements, which at times may require the Portfolio to dispose of some of its holdings at an unfavorable time or price. The need to segregate assets also could limit a Portfolio’s ability to pursue its objectives or other opportunities as they arise.

 

Liquidity Risk. From time to time, there may be little or no active trading market for a particular investment in which a Portfolio may invest or is invested due to a variety of circumstances, including but not limited to deterioration in the financial condition of an issuer or issuers in a particular industry or market segment, periods of economic and market stress, changes in investor perceptions regarding an issuer or industry, periods of market volatility that trigger market circuit breakers that halt trading in securities or close markets entirely, planned market closures, shortened trading hours, extended market holidays, and other reasons. In such a market, the value of such investments and a Portfolio’s share price may fall dramatically. Illiquid investments may be difficult or impossible to sell or purchase at an advantageous time or price or in sufficient

 

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amounts to achieve a Portfolio’s desired level of exposure. To meet redemption requests during periods of illiquidity, a Portfolio may be forced to dispose of investments at unfavorable times or prices and/or under unfavorable conditions, which may result in a loss or may be costly to the Portfolio. Judgment plays a greater role in valuing illiquid investments than investments with more active markets, and there is a greater risk that the investments may not be sold for the price at which a Portfolio is carrying them. A Portfolio also may not receive its proceeds from the sale of certain investments for an extended period of time. Certain investments that were liquid when purchased may later become illiquid, sometimes abruptly, particularly in times of overall economic distress or adverse investor perception. In addition, the trading market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. An inability to sell a portfolio position can adversely affect a Portfolio’s value or prevent a Portfolio from being able to take advantage of other investment opportunities. Market participants attempting to sell the same or a similar investment at the same time as a Portfolio could decrease the liquidity of such an investment, especially during periods of market stress. During periods of market stress, an investment or even an entire market segment may become illiquid, sometimes abruptly, which can adversely affect a Portfolio’s ability to limit losses. In addition, a reduction in the ability or willingness of dealers and other institutional investors to make a market in certain securities may result in decreased liquidity in certain markets.

 

The SEC has instituted various requirements for open-end funds, including the Portfolios, to establish, and the Portfolios have established, a program to manage liquidity risks. These requirements are intended to reduce liquidity risk, but they may not work as intended. Analyses, judgments and decisions made in connection with administering the liquidity risk management program may be incorrect or otherwise may not produce the desired results. In addition, changes in market conditions, which may occur rapidly and unpredictably, may adversely affect the administration of the program. Changes related to the requirements may increase a Portfolio’s expenses, may negatively affect a Portfolio’s yield and return potential, and may not reduce a Portfolio’s liquidity risk.

 

Additional legislative or regulatory actions to address perceived liquidity or other issues in markets generally, or in particular markets such as the fixed income securities markets, may alter or impair a Portfolio’s ability to pursue its investment objectives or utilize certain investment strategies and techniques.

 

Market Risk. A Portfolio is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect Portfolio performance. Securities markets also may experience long periods of decline in value. The value of a security may decline due to factors that are specifically related to a particular company, as well as general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions, changes in the general outlook for corporate earnings, inflation, changes in interest rates or currency rates, lack of liquidity in the markets, or adverse investor sentiment generally. Changes in the financial condition of a single issuer can impact a market as a whole. The value of a security may also decline due to factors that affect a particular industry or industries, such as tariffs, labor shortages or increased production costs and competitive conditions within an industry.

 

Equity securities generally have greater price volatility than fixed income securities, although under certain market conditions fixed income securities may have comparable or greater price volatility. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. Changes in value may be temporary or may last for extended periods. A Portfolio may experience a substantial or complete loss on any individual security. Even when securities markets perform well, there is no assurance that the investments held by a Portfolio will increase in value along with the broader market. Market factors, such as the demand for particular portfolio securities, may cause the price of certain portfolio securities to fall while the prices of other securities rise or remain unchanged.

 

The increasing interconnectedness of markets around the world may result in many markets being affected by events in a single country or events affecting a single or small number of issuers. Events such as natural disasters, public health crises (such as epidemics and pandemics) and social unrest, and governments’ reactions to such

 

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events, could cause uncertainty in the markets and may adversely affect the performance of the global economy. Geo-political risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are major players on the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and have led, and may in the future lead, to increased market volatility and may have adverse long-term effects. Market speculation focused on profiting from fluctuations in the value of one or more securities or asset classes over a short period of time may result in large-scale and sudden purchases and sales of those securities or asset classes, which can significantly affect the value of those securities and asset classes as well as the market more broadly in unexpected ways, and cause significant share price volatility and losses for a Portfolio. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Portfolio’s investments. Furthermore, scientific consensus indicates that elevated concentration of greenhouse gas emissions in the atmosphere is contributing to climate change. Impacts from climate change may include significant risks to global financial assets and economic growth. Certain issuers, industries and regions may be adversely affected by the impacts of climate change, including on the demand for and the development of goods and services and related production costs, and the impacts of legislation, regulation and international accords related to climate change, as well as any indirect consequences of regulation or business trends driven by climate change.

 

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many Portfolio investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets.

 

In addition, markets and market-participants are increasingly reliant on both publicly available and proprietary information data systems. Inaccurate data, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at-large. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in a Portfolio being, among other things, unable to buy or sell certain securities or financial instruments or accurately price its investments.

 

New Portfolio Risk. The Portfolios are newly or recently established and have limited operating history. A new Portfolio’s performance may not represent how the Portfolio is expected to or may perform in the long-term and a Portfolio may not be successful in implementing its respective investment strategies. Portfolio performance may be lower or higher during this “ramp-up” period, and may also be more volatile, than would be the case after the Portfolio is fully invested. In addition, investment positions may have a disproportionate impact (negative or positive) on performance in new Portfolios. There can be no assurance that a Portfolio will grow to or maintain an economically viable size, which could result in a Portfolio being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders.

 

Non-Diversified Portfolio Risk. A non-diversified Portfolio may invest a relatively high percentage of its assets in a limited number of issuers. As a result, the Portfolio’s performance may be more vulnerable to changes in market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.

 

Portfolio Management Risk. A Portfolio is subject to the risk that strategies used by an investment manager and its securities selections fail to produce the intended results. An investment manager’s judgments or decisions about the quality, relative yield or value of, or market trends affecting, a particular security or issuer, industry, sector, region or market segment, or about the economy or interest rates, may be incorrect or otherwise may not produce the intended results, which may result in losses to a Portfolio. In addition, many processes used in Portfolio management, including security selection, rely, in whole or in part, on the use of various technologies, some of which are created or maintained by an investment manager or its affiliates and some of which are created or maintained by third parties. A Portfolio may suffer losses if there are imperfections, errors or limitations in the quantitative, analytic or other tools, resources, information and data

 

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used, or the analyses employed or relied on, by an investment manager, or if such tools, resources, information or data are used incorrectly, fail to produce the desired results, or otherwise do not work as intended. Imperfections, errors or limitations may go undetected, possibly for quite some time, which could adversely affect decision making for a Portfolio, as well as a Portfolio’s operations or performance. There can be no assurance that the use of these technologies will result in effective investment decisions for a Portfolio.

 

Portfolio Turnover Risk. High portfolio turnover (generally, turnover in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return. A Portfolio that adopts new investment objectives or policies or portfolio management strategies, has a new or an additional Sub-Adviser, and/or undergoes a reorganization with another Portfolio may experience substantially increased portfolio turnover due to the differences between the Portfolio’s previous and current investment objectives and policies and portfolio management strategies.

 

Recent Market Conditions Risk. An outbreak of infectious respiratory disease caused by a novel coronavirus (COVID-19) was first detected in China in late 2019 and subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted in significant disruptions to business operations, supply chains and customer activity, widespread business closures and layoffs, international, national and local border closings, extended quarantines and stay-at-home orders, event cancellations, service cancellations, reductions and other changes, significant challenges in healthcare service preparation and delivery, as well as general concern and uncertainty. The impact of the COVID-19 pandemic caused significant volatility in global financial markets and has resulted in an economic downturn, which may continue for an extended period of time. The pandemic has accelerated trends toward working remotely and shopping on-line, which may negatively affect the value of office and commercial real estate and the value of investments in other companies and industries that historically have relied on higher concentrations of people working in traditional office and commercial environments. The travel, hospitality and public transit industries, among others, may suffer long-term negative effects from the pandemic and resulting changes to public behavior.

 

Health crises caused by outbreaks of infectious diseases or other public health issues, such as the COVID-19 pandemic, may exacerbate other pre-existing political, social, and economic tensions and risks and disrupt market conditions and operations. The impact of the COVID-19 pandemic has negatively affected national and global economies, as well as national and global securities and commodities markets, and could continue to affect economies and markets in significant and unforeseen ways. Deteriorating economic fundamentals may in turn increase the risk of default or insolvency of particular companies, negatively impact market value, increase market volatility, cause credit spreads to widen, and reduce liquidity. Other outbreaks of infectious diseases or other public health issues that may arise in the future may have similar or worse effects. The impact of infectious diseases may be greater in countries that do not move effectively to control them, which may occur for political reasons or because of a lack of health care or economic resources.

 

Governments, including the U.S. federal government, and central banks have taken a variety of actions to limit the negative economic effects of the COVID-19 pandemic with interventions (including fiscal stimulus, welfare benefit programs, and industry support programs) that are unprecedented in size and scope and may continue to do so, but the ultimate impact of these efforts is uncertain, and they may not be successful. Governments’ efforts to limit potential negative economic effects of the pandemic may be altered, delayed, or eliminated at inopportune times for political, policy or other reasons. Although promising vaccines have been released, the effectiveness of the vaccines is uncertain, their supply is limited, and federal and state governments have experienced, and may continue to experience, significant challenges in distributing them to the public. It may be many months before vaccinations are sufficiently widespread to allow the restoration of full economic activity.

 

In the future, the U.S. federal government or other governments may take actions that could affect the overall economy as well as the securities in which the Portfolios invest, the markets in which they trade, or the issuers of such securities, in ways that cannot necessarily be foreseen at the present time. Governmental and quasi-governmental authorities and regulators throughout the world, such as the U.S. Federal Reserve (the “Fed”), have in the past responded to major economic disruptions

 

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with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs, and dramatically lower interest rates. Certain of those policy changes have been or are being implemented or considered in response to the COVID-19 pandemic. The Fed has spent hundreds of billions of dollars to keep credit flowing through short-term money markets and has signaled that it plans to maintain its interventions at an elevated level. Changes in government or central bank policies could negatively affect the value and liquidity of a Portfolio’s investments and cause it to lose money, and there can be no assurance that the initiatives undertaken by governments and central banks will be successful.

 

The COVID-19 pandemic, and other outbreaks of infectious diseases or other public health issues that may arise in the future, could also impair the information technology and other operational systems upon which the Adviser relies, and could otherwise disrupt the ability of a Portfolio’s service providers to perform essential tasks. Such impacts could impair a Portfolio’s ability to maintain operational standards (such as with respect to satisfying redemption requests), disrupt the operations of a Portfolio’s service providers, and negatively impact a Portfolio’s performance. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in a Portfolio being, among other things, unable to buy or sell certain securities or financial instruments or accurately value its investments.

 

Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in, or foreign exchange rates with, a different country or region. The rise in protectionist trade policies, and changes to some major international trade agreements and the potential for changes to others, could affect the economies of many countries in ways that cannot necessarily be foreseen at the present time. Political and diplomatic events within the United States and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. Financial markets in the United States and China have been sensitive to the outlook for resolving ongoing U.S.-China trade disputes, a trend that may continue in the future.

 

High public debt in the United States and other countries creates ongoing systemic and market risks and policymaking uncertainty, and there may be a further increase in the amount of debt due to the economic effects of the COVID-19 pandemic and ensuing economic relief and public health measures. Interest rates have been unusually low in recent years in the United States and abroad, and central banks have reduced rates further in an effort to combat the economic effects of the COVID-19 pandemic. Because there is little precedent for this situation, it is difficult to predict the impact on various markets of a significant rate change or other significant policy initiatives, whether brought about by government policy makers or by dislocations in world markets. Extremely low or negative interest rates may become more prevalent. In that event, to the extent a Portfolio has a bank deposit or holds a debt instrument with a negative interest rate to maturity, the Portfolio would generate a negative return on that investment. Similarly, negative rates on investments by a fund that is a money market fund would make it difficult, if not impossible, for the fund to maintain a stable $1 net asset value per share without financial support from the fund’s sponsor or other persons. There is no assurance that such support would be provided, which could lead to losses on investments in the fund, including on investments by a Portfolio that uses the fund as an investment option for the Portfolio’s uninvested cash. While negative yields may reduce the demand, liquidity and valuation of fixed income investments, investors may be willing to continue to purchase such investments for a number of reasons, including, but not limited to, price insensitivity, arbitrage opportunities across fixed income markets or rules-based investment strategies. If negative interest rates become more prevalent, investors may over time seek to reallocate assets to other income-producing assets or equity investments that pay a dividend, which may cause the price of such instruments to rise while triggering a corresponding decrease in yield and the value of debt instruments over time. Over the longer term, rising interest rates may present a greater risk than has historically been the case due to the current period of low rates and the effect of government fiscal policy initiatives and potential market reaction to those initiatives, or their alteration or cessation.

 

Funds and their advisers, as well as many of the companies in which they invest, are subject to regulation by the federal government. Over the past several years, the United States has moved away from tighter legislation

 

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and regulation impacting businesses and the financial services industry. There is a potential for materially increased regulation in the future, as well as higher taxes or taxes restructured to incentivize different activities. These changes, should they occur, may impose added costs on a Portfolio and its service providers, and affect the businesses of various portfolio companies, in ways that cannot necessarily be foreseen at the present time.

 

The implementation and the resulting impact of the United Kingdom’s January 31, 2020 departure from the European Union (the “EU”), commonly referred to as “Brexit,” remain uncertain. While an agreement governing post-Brexit trade between the United Kingdom and the EU was reached in December 2020, significant issues, such as market access for financial firms and applicable data protection standards, remain unsettled, and it is unclear what form a permanent arrangement with respect to such issues may take or what impact it would have on the United Kingdom’s regulatory regime. The long-term impacts of Brexit may include increased volatility and have a significant adverse impact on world financial markets, other international trade agreements, and the United Kingdom and European economies.

 

In addition, global climate change may have an adverse effect on property and security values. A rise in sea levels, an increase in powerful windstorms and/or a storm-driven increase in flooding could cause coastal properties to lose value or become unmarketable altogether. Economists warn that, unlike previous declines in the real estate market, properties in affected coastal zones may never recover their value. Large wildfires driven by high winds and prolonged drought may devastate entire communities and may be very costly to any business found to be responsible for the fire or conducting operations in affected areas. The current U.S. administration may focus regulatory and public works projects around climate change concerns. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change. Losses related to climate change could adversely affect corporate borrowers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that depend on tax revenues and tourist dollars generated by such properties, and insurers of the property and/or of corporate, municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult to know the time period over which these effects might unfold.

 

All of these risks may have a material adverse effect on the performance and financial condition of the securities in which the Portfolios invest, and on the overall performance of a Portfolio.

 

Redemption Risk. A Portfolio may experience periods of heavy redemptions that could cause the Portfolio to sell assets at inopportune times or at a loss or depressed value. Redemption risk is heightened during periods of declining or illiquid markets. Redemption risk also is greater to the extent that one or more investors control a large percentage of investments in a Portfolio, have short investment horizons, or have unpredictable cash flow needs. Heavy redemptions could hurt a Portfolio’s performance.

 

Market developments and other factors, including a general rise in interest rates, have the potential to cause investors to move out of fixed income securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed income securities. The market-making capacity of dealers has been reduced in recent years, in part as a result of structural changes, such as fewer proprietary trading desks at broker-dealers and increased regulatory capital requirements. In addition, significant securities market disruptions related to the COVID-19 pandemic have led to dislocation in the market for a variety of fixed income securities (including, without limitation, commercial paper, corporate debt securities, certificates of deposit, asset-backed debt securities and municipal obligations), which has decreased liquidity and sharply reduced returns in certain cases. Increased redemptions from mutual funds that hold large amounts of fixed income securities, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed income securities, may result in decreased liquidity and increased volatility in the fixed income markets.

 

Regulatory Risk. Each Portfolio is subject to a variety of laws and regulations that govern its operations. Each Portfolio is subject to regulation by the Securities and Exchange Commission (“SEC”) and is also subject to regulations imposed by other governmental regulatory authorities and self-regulatory organizations. Similarly, the businesses and other issuers of the securities and other instruments in which a Portfolio invests are also subject to considerable regulation. These laws and regulations are subject to change. A change in laws or regulations may materially impact a Portfolio, a security, business, sector or market. For

 

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example, a change in laws or regulations made by the government or a regulatory body may impact the ability of a Portfolio to achieve its investment objective, may impact the Portfolio’s investment policies or strategies, or may reduce the attractiveness of an investment. A Portfolio also may incur additional costs to comply with any new requirements as well as to monitor for compliance with any new requirements going forward. A Portfolio also may be adversely affected by changes in the interpretation or enforcement of existing laws or regulations.

 

Repurchase Agreements Risk. Repurchase agreements carry certain risks, including risks that are not associated with direct investments in securities. If a seller under a repurchase agreement were to default on the agreement and be unable to repurchase the security subject to the repurchase agreement, a Portfolio would look to the collateral underlying the seller’s repurchase agreement, including the securities or other obligations subject to the repurchase agreement, for satisfaction of the seller’s obligation to the Portfolio. A Portfolio’s right to liquidate the securities or other obligations subject to the repurchase agreement in the event of a default by the seller could involve certain costs and delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase are less than the repurchase price (e.g., due to transactions costs or a decline in the value of the collateral), the Portfolio could suffer a loss. In addition, if bankruptcy proceedings are commenced with respect to the seller, realization of the collateral may be delayed or limited and a loss may be incurred.

 

Risk Management. The Adviser and Sub-Advisers undertake certain analyses with the intention of identifying particular types of risks and reducing a Portfolio’s exposure to them. However, risk is an essential part of investing, and the degree of return an investor might expect is often tied to the degree of risk the investor is willing to accept. By its very nature, risk involves exposure to the possibility of adverse events. Accordingly, no risk management program can eliminate a Portfolio’s exposure to such events; at best, it can only reduce the possibility that the Portfolio will be affected by adverse events, and especially those risks that are not intrinsic to the Portfolio’s investment program. While the prospectus describes material risk factors associated with a Portfolio’s investment program, there is no assurance that as a particular situation unfolds in the markets, the Adviser or Sub-Advisers will identify all of the risks that might affect the Portfolio, rate their probability or potential magnitude correctly, or be able to take appropriate measures to reduce the Portfolio’s exposure to them. Measures taken with the intention of decreasing exposure to identified risks might have the unintended effect of increasing exposure to other risks.

 

Risks Related to Investments in Underlying Portfolios and Underlying ETFs. A Portfolio that invests in Underlying Portfolios and Underlying ETFs will indirectly bear fees and expenses paid by those Underlying Portfolios and Underlying ETFs, in addition to the Portfolio’s direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. The Portfolio’s performance depends upon a favorable allocation by the Adviser among the Underlying Portfolios and Underlying ETFs, as well as the ability of the Underlying Portfolios and Underlying ETFs to generate favorable performance. The Underlying Portfolios’ and Underlying ETFs’ investment programs may not be complementary, which could adversely affect the Portfolio’s performance. In addition, the Portfolio’s net asset value is subject to fluctuations in the net asset values of the Underlying Portfolios and the market values of the Underlying ETFs in which it invests. The Portfolio is also subject to the risks associated with the securities or other investments in which the Underlying Portfolios and Underlying ETFs invest, and the ability of the Portfolio to meet its investment objective will directly depend on the ability of the Underlying Portfolios and Underlying ETFs to meet their investment objectives. In addition, because each Underlying Portfolio and Underlying ETF is managed independently, the same security may be held by different Underlying Portfolios and Underlying ETFs, or may be acquired for one portfolio at a time when another portfolio deems it appropriate to dispose of the security, resulting in higher indirect expenses without accomplishing any net investment result. The extent to which the investment performance and risks associated with the Portfolio correlate to those of a particular Underlying Portfolio or Underlying ETF will depend upon the extent to which the Portfolio’s assets are allocated from time to time for investment in the Underlying Portfolio or Underlying ETF, which will vary. A Portfolio does not control the investments of the Underlying Portfolios or Underlying ETFs, which may have different investment objectives and may engage in investment strategies

 

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that the Portfolio would not engage in directly. The Underlying Portfolios and Underlying ETFs may change their investment objectives or policies without the approval of a Portfolio. If that were to occur, the Portfolio might be forced to sell its investment in an Underlying Portfolio or Underlying ETF at a time and price that is unfavorable to the Portfolio.

 

In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that such an Underlying ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. Imperfect correlation between an Underlying ETF’s securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an Underlying ETF’s performance not to match the performance of its index. An Underlying ETF’s use of a representative sampling approach will result in it holding a smaller number of securities than are in the index it seeks to track. As a result, an adverse development respecting an issuer of securities held by the Underlying ETF could result in a greater decline in net asset value than would be the case if the Underlying ETF held all of the securities in the index. To the extent the assets in the Underlying ETF are smaller, these risks will be greater. No ETF fully replicates its index, and an Underlying ETF may hold securities not included in its index. Therefore, there is a risk that the investment strategy of the Underlying ETF manager may not produce the intended results.

 

Moreover, there is the risk that an Underlying ETF may value certain securities at a price higher than the price at which it can sell them. Secondary market trading in shares of Underlying ETFs may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in these shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the listing of the shares will continue to be met or will remain unchanged. In addition, although ETFs are listed for trading on national securities exchanges, certain foreign exchanges and in over-the-counter markets, there can be no assurance that an active trading market for such shares will develop or be maintained, in which case the liquidity and value of a Portfolio’s investment in the Underlying ETFs could be substantially and adversely affected. In addition, because Underlying ETFs are traded on these exchanges and in these markets, the purchase and sale of their shares involve transaction fees and commissions. The market price of an Underlying ETF may be different from the net asset value of such ETF (i.e., an Underlying ETF may trade at a discount or premium to its net asset value). The performance of a Portfolio that invests in such an ETF could be adversely impacted.

 

Sector Risk. To the extent a Portfolio invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive to developments that significantly affect that sector, industry, or sub-sector. An individual sector, industry, or sub-sector of the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events. A Portfolio’s performance could also be affected if the sector, industry, or sub-sector does not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely affect performance.

 

Securities Lending Risk. A Portfolio may lend its portfolio securities to brokers, dealers, and other financial institutions to seek income. Generally, any such loan of portfolio securities will be continuously secured by collateral at least equal to the value of the security loaned. Such collateral will be in the form of cash, marketable securities issued or guaranteed by the U.S. government or its agencies, or a standby letter of credit issued by qualified banks. A Portfolio could lose money on its investment of cash collateral. To the extent that portfolio securities acquired with such collateral have decreased in value, it may result in a Portfolio realizing a loss at a time when it would not otherwise do so. As such, securities lending may introduce leverage into a Portfolio. The risks of lending portfolio securities, as with other extensions of secured credit, also consist of possible delay in receiving additional collateral (to cover an increase in the market value of the loaned securities or a decrease in the value of any securities collateral) or in the recovery of the loaned securities, or possible loss of rights in the collateral should the borrower fail financially. There is a risk that a borrower may default on its obligations to return loaned securities. Securities loans are subject to termination by a Portfolio (lender) or a borrower at any time. If a Portfolio

 

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terminates a securities loan, it will forego any income on the loan after the termination. Loans will be made only to firms deemed by the Adviser to be of good standing and approved by the Board and will not be made unless, in the judgment of the Adviser, the consideration to be earned from such loans would justify the risk.

 

Short Position Risk. A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains. Short sales involve greater reliance on an investment adviser’s ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Short sales, at least theoretically, present a risk of unlimited loss on an individual security basis, particularly in cases where a Portfolio is unable, for whatever reason, to close out its short position, because the Portfolio may be required to buy the security sold short at a time when the security has appreciated in value, and there is potentially no limit to the amount of such appreciation. Volatility in the market for equity securities, which has been dramatically increased recently for certain stocks, can meaningfully increase the risk of loss associated with short sales. In addition, by investing the proceeds received from selling securities short, a Portfolio could be deemed to be employing a form of leverage, which creates special risks. A Portfolio’s long positions could decline in value at the same time that the value of the short positions increase, thereby increasing the Portfolio’s overall potential for loss more than it would be without the use of leverage. Market or other factors may prevent a Portfolio from closing out a short position at the most desirable time or at a favorable price. In addition, a lender of securities may request, or market conditions may dictate, that securities sold short be returned to the lender on short notice. If this happens, the Portfolio may have to buy the securities sold short at an unfavorable price, which will potentially reduce or eliminate any gain or cause a loss to the Portfolio. When a Portfolio is selling a security short, it must maintain a segregated account of cash or high-grade securities equal to the margin requirement. As a result, a Portfolio may maintain high levels of cash or other liquid assets (such as U.S. Treasury bills, money market accounts, repurchase agreements, certificates of deposit, high quality commercial paper and long equity positions) or may utilize borrowings or the collateral obtained from securities lending for this cash. The need to maintain cash or other liquid assets in segregated accounts could limit a Portfolio’s ability to pursue other opportunities as they arise.

 

Sub-Adviser Selection Risk. A Portfolio is subject to the risk that the Adviser’s process for selecting or replacing a Sub-Adviser and its decision to select or replace a Sub-Adviser does not produce the intended results.

 

In addition, the Adviser is subject to certain conflicts of interest in connection with recommending the appointment and continued service of Sub-Advisers. The Adviser is affiliated with certain Sub-Advisers and, therefore, the Adviser will benefit not only from the net management fee the Adviser retains, but also from the advisory fees paid by the Adviser to an Affiliated Sub-Adviser. Since the Adviser pays fees to the Sub-Advisers from the management fees that it earns from the Portfolios, any increase or decrease in the advisory fees negotiated with proposed or current Sub-Advisers will result in a corresponding decrease or increase, respectively, in the amount of the management fee retained by the Adviser. The Adviser or its affiliates also have distribution relationships with certain Sub-Advisers or their affiliates under which the Sub-Advisers or their affiliates distribute or support the distribution of investment products issued or sold by the Adviser or its affiliates (including those in which the Portfolios serve as investment options), which could financially benefit the Adviser and its affiliates or provide an incentive to the Adviser in selecting one Sub-Adviser over another. In addition, the Adviser’s and/or its affiliates’ other existing or potential business relationships, including with Sub-Advisers and/or their affiliates, or other financial or personal relationships, could influence the Adviser’s selection and retention or termination of Sub-Advisers. When recommending the appointment or continued service of a Sub-Adviser, consistent with its fiduciary duties, the Adviser relies primarily on the qualitative and quantitative factors described in detail in the Prospectus.

 

Tax Risk. A Portfolio is subject to the risk that the tax treatment of swap agreements and other derivative

 

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instruments, such as commodity-linked derivative instruments, including commodity index-linked notes and commodity options, futures, and options on futures, may be affected by future regulatory or legislative changes that could affect whether income from such investments is “qualifying income” under Subchapter M of the Internal Revenue Code, or otherwise affect the character, timing and/or amount of a Portfolio’s taxable income or gains and distributions.

 

Valuation Risk. The price at which a Portfolio sells any particular investment may differ from the Portfolio’s valuation of the investment. Such differences could be significant, particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make it difficult to value some investments, SEC rules and applicable accounting protocols may require a Portfolio to value these investments using more subjective methods, known as fair value methodologies. Using fair value methodologies to price investments may result in a value that is different from an investment’s most recent closing price and from the prices used by other mutual funds to calculate their net asset values. An investment’s valuation may differ depending on the method used for determining value. Investors who purchase or redeem Portfolio shares on days when the Portfolio is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received if the Portfolio had not held fair-valued securities or had used a different valuation methodology. The value of foreign securities, certain futures and fixed income securities, and currencies, as applicable, may be materially affected by events after the close of the markets on which they are traded but before a Portfolio determines its net asset value. A Portfolio’s ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party service providers, such as pricing services or accounting agents.

 

Risks of Equity Investments

 

Each Portfolio may invest a portion of its assets in Underlying Portfolios or Underlying ETFs that emphasize investments in equity securities or other equity instruments. Therefore, as an investor in a Portfolio, the return on your investment will be based, to some extent, on the risks and rewards of equity securities or other equity instruments.

 

The risks of investing in equity securities or other equity instruments may include:

 

Convertible Securities Risk. A convertible security is a form of hybrid security; that is, a security with both debt and equity characteristics. The value of a convertible security fluctuates in relation to changes in interest rates and the credit quality of the issuer and also fluctuates in relation to changes in the price of the underlying common stock. A convertible security tends to perform more like a stock when the underlying stock price is high relative to the conversion price (because more of the security’s value resides in the option to convert) and more like a debt security when the underlying stock price is low relative to the conversion price (because the option to convert is less valuable). Because its value can be influenced by many different factors, a convertible security generally is not as sensitive to interest rate changes as a similar non-convertible debt security, and generally has less potential for gain or loss than the underlying stock. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument, which may be less than the current market price of the security. If a convertible security held by a Portfolio is called for redemption, the Portfolio will be required to permit the issuer to redeem the security, convert it into underlying common stock or sell it to a third party. Investments by a Portfolio in convertible debt securities may not be subject to any ratings restrictions, but a Portfolio’s investment manager will consider ratings, and any changes to ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to equity risk, interest rate risk, and credit risk and are often lower-quality securities. Lower quality may lead to greater volatility in the price of a security and may negatively affect a security’s liquidity. Since it derives a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same types of market and issuer-specific risks that apply to the underlying common stock. To the extent a Portfolio invests in convertible securities issued by small- or mid-cap companies, it also will be subject to the risks of investing in these companies. The securities of small- and mid-cap companies are often more volatile and less liquid than the securities of larger companies. Convertible securities are normally “junior” securities, which means an issuer usually must pay interest on its non-convertible debt securities before it can make

 

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payments on its convertible securities. If an issuer stops making interest or principal payments, these securities may become worthless and a Portfolio could lose its entire investment. In the event of a liquidation of the issuing company, holders of convertible securities may be paid before the company’s common stock holders but after holders of any senior debt obligations of the company. To the extent a Portfolio invests in securities that may be considered “enhanced” convertible securities, some or all of these risks may be more pronounced.

 

Dividend Risk. Dividends received on common stocks are not fixed but are paid at the discretion of an issuer’s board of directors. There is no guarantee that the companies in which a Portfolio invests will pay dividends in the future or that dividends, if paid, will remain at current levels or increase over time. Securities that pay dividends may be sensitive to changes in interest rates, and as interest rates rise, the prices of such securities may fall. A sharp rise in interest rates, or other market downturn, could result in a decision to decrease or eliminate a dividend.

 

Equity Risk. In general, the values of stocks and other equity securities fluctuate, and sometimes widely fluctuate, in response to changes in a company’s financial condition as well as general market, economic and political conditions and other factors. Stock markets tend to run in cycles, with periods when stock prices generally go up and periods when stock prices generally go down. Equity securities generally have greater price volatility than fixed-income securities.

 

Financial Services Sector Risk. To the extent a Portfolio invests in the financial services sector, the value of the Portfolio’s shares may be particularly vulnerable to factors affecting that sector, such as the availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, extensive government regulation and price competition. The value of a Portfolio’s shares could experience significantly greater volatility than the value of shares of portfolios investing more broadly.

 

Focused Portfolio Risk. A Portfolio that employs a strategy of investing in the securities of a limited number of companies may incur more risk because changes in the value of a single security may have a more significant effect, either positive or negative, on the Portfolio’s net asset value. A Portfolio using such a focused investment strategy may experience greater performance volatility than a Portfolio that is more broadly invested.

 

Initial Public Offering (“IPO”) Risk. Securities issued in IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. Securities issued in IPOs have no trading history, and information about the companies may be available for very limited periods. Prior to an IPO, there is no public market for an issuer’s securities, and there can be no assurance that an active trading market will develop or be sustained following the IPO. In addition, the prices of securities sold in IPOs may be highly volatile. Therefore, a Portfolio may hold IPO shares for a very short period of time. At times, a Portfolio may not be able to invest in securities issued in IPOs, or invest to the extent desired, if, for example, only a small portion of the securities being offered in an IPO are made available to the Portfolio. In addition, under certain market conditions, a relatively small number of companies may issue securities in IPOs. Similarly, as the number of portfolios to which IPO securities are allocated increases, the number of securities allocated to any one portfolio may decrease. To the extent a Portfolio with a small asset base invests in IPOs, a significant portion of its returns may be attributable to its investments in IPOs, which have a magnified impact on Portfolios with small asset bases. The impact of IPOs on such a Portfolio’s performance will likely decrease as the Portfolio’s asset size increases, which could reduce the Portfolio’s returns. There is no guarantee that as such a Portfolio’s assets grow it will continue to experience substantially similar performance by investing in profitable IPOs.

 

Large-Cap Company Risk. Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes, which may lead to a decline in their market price. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. Investing more heavily in one market capitalization category (large, medium or small) carries the risk that due to market conditions that category may be out of favor with investors.

 

Mid-Cap, Small-Cap and Micro-Cap Company Risk. A Portfolio’s investments in mid-, small- and micro-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments, which can negatively affect their value. Such companies generally have

 

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narrower product lines, more limited financial and management resources and more limited markets for their securities as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the value of securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid-, small- and micro-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid-, small- and micro-cap company securities tend to rise and fall in value more frequently than the prices of securities of larger companies. Although investing in mid-, small- and micro-cap companies offers potential for above-average returns, the companies may not succeed and the value of their securities could decline significantly. In general, these risks are greater for small- and micro-cap companies than for mid-cap companies. Investing more heavily in one market capitalization category (large, medium or small) carries the risk that due to market conditions that category may be out of favor with investors.

 

Preferred Stock Risk. Preferred stock is subject to many of the risks associated with debt securities, including interest rate risk. Unlike interest payments on debt securities, dividends on preferred stock are generally payable at the discretion of the issuer’s board of directors. Preferred shareholders may have certain rights if dividends are not paid but generally have no legal recourse against the issuer. Shareholders may suffer a loss of value if dividends are not paid. In certain situations an issuer may call or redeem its preferred stock or convert it to common stock. The market prices of preferred stocks are generally more sensitive to actual or perceived changes in the issuer’s financial condition or prospects than are the prices of debt securities. Preferred stock also may be less liquid than common stock. To the extent that a Portfolio invests a substantial portion of its assets in convertible preferred stocks, declining common stock values may also cause the value of the Portfolio’s investments to decline.

 

Real Estate Investing Risk. Real estate-related investments may decline in value as a result of factors affecting the overall real estate industry. Real estate is a cyclical business, highly sensitive to supply and demand, general and local economic developments and characterized by intense competition and periodic overbuilding. Real estate income and values also may be greatly affected by demographic trends, such as population shifts or changing tastes and values. Losses may occur from casualty or condemnation, and government actions, such as tax law changes, zoning law changes, regulatory limitations on rents, or environmental regulations, also may have a major impact on real estate. The availability of mortgages and changes in interest rates may also affect real estate values. Changing interest rates and credit quality requirements also will affect the cash flow of real estate companies and their ability to meet capital needs. In addition, global climate change may have an adverse effect on property and security values.

 

Real estate investment trusts (“REITs”) generally invest directly in real estate (equity REITs), in mortgages secured by interests in real estate (mortgage REITs) or in some combination of the two (hybrid REITs). Investing in REITs exposes investors to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which REITs are organized and operated. Equity REITs may be affected by changes in the value of the underlying property owned by the REIT, while mortgage REITs may be affected by the quality of any credit extended. Equity and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers, and self-liquidations. The risk of defaults is generally higher in the case of mortgage pools that include subprime mortgages involving borrowers with blemished credit histories. The liquidity and value of subprime mortgages and non-investment grade mortgage-backed securities that are not guaranteed by Ginnie Mae, Fannie Mae, and Freddie Mac could change dramatically over time.

 

Operating REITs requires specialized management skills, and a Portfolio that invests in REITs indirectly bears REIT management and administration expenses along with the direct expenses of the Portfolio. Individual REITs may own a limited number of properties and may concentrate in a particular region or property type. Domestic REITs also must satisfy specific Internal Revenue Code requirements in order to qualify for the tax-free pass-through of net investment income and net realized gains distributed to shareholders. Failure to meet these requirements may have adverse consequences on an investing Portfolio. Similar treatment may also apply to REIT-like entities under the laws of the countries in which they were formed. In addition,

 

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even the larger REITs in the industry tend to be small- to medium-sized companies in relation to the equity markets as a whole. Moreover, shares of REITs may trade less frequently and, therefore, are subject to more erratic price movements than securities of larger issuers.

 

Special Situations Risk. A Portfolio may seek to benefit from “special situations,” such as acquisitions, mergers, consolidations, bankruptcies, liquidations, reorganizations, restructurings, tender or exchange offers or other unusual events expected to affect a particular issuer. In general, securities of companies which are the subject of a tender or exchange offer or an acquisition, merger, consolidation, bankruptcy, liquidation, reorganization or restructuring proposal sell at a premium to their historic market price immediately prior to the announcement of the transaction. However, it is possible that the value of securities of a company involved in such a transaction will not rise and in fact may fall, in which case a Portfolio would lose money. It is also possible that a Sub-Adviser’s assessment that a particular company is likely to be acquired or acquired during a specific time frame may be incorrect, in which case a Portfolio may not realize any premium on its investment and could lose money if the value of the securities declines during the Portfolio’s holding period. A Portfolio’s return also could be adversely impacted to the extent that a Sub-Adviser’s strategies fail to identify companies for investment by the Portfolio that become the subject of a merger or similar transaction that results in an increase in the value of the securities of those companies. Moreover, publicly announced mergers and similar types of transactions may be renegotiated or terminated, in which case a Portfolio may lose money. In addition, if a transaction takes a longer time to close than a Sub-Adviser originally anticipated, a Portfolio may realize a lower-than-expected rate of return. In some circumstances, the securities purchased may be illiquid making it difficult for the Portfolio to dispose of them at an advantageous price.

 

Unseasoned Companies Risk. Unseasoned companies are companies that have been in operation less than three years, including operations of any predecessors. These securities may have limited liquidity and their prices may be very volatile.

 

Volatility Risk. The Underlying ETFs selected by the Adviser may be unsuccessful in maintaining portfolios of investments that minimize volatility, and there is a risk that a Portfolio may experience more than minimum volatility. Securities held by the Underlying ETFs may be subject to price volatility and the prices may not be any less volatile than the market as a whole and could be more volatile. In addition, the use of volatility management techniques may limit an Underlying ETF’s and, in turn, a Portfolio’s participation in market gains, particularly during periods when market values are increasing, but market volatility is high. In addition, volatility management techniques may reduce potential losses and/or mitigate financial risks to insurance companies that provide certain benefits and guarantees available under the Contracts and offer a Portfolio as an investment option in their products.

 

Risks of Fixed Income Investments

 

Each Portfolio may invest a portion of its assets in Underlying Portfolios or Underlying ETFs that invest primarily in debt securities. Therefore, as an investor in a Portfolio, the return on your investment will be based, to some extent, on the risks and rewards of fixed income securities or bonds or other debt instruments. Examples of bonds include, but are not limited to, corporate debt securities (including notes), mortgage-backed and asset-backed securities, securities issued by the U.S. government and obligations issued by both government agency and private issuers. Bond issuers may be foreign corporations or governments as described in each Underlying Portfolio’s or Underlying ETF’s investment strategies. In addition to bonds, debt securities also include money market instruments.

 

The risks of investing in fixed income securities or other fixed income instruments may include:

 

Banking Industry Sector Risk. To the extent a Portfolio invests in the banking industry, it is exposed to the risks generally associated with such industry, including interest rate risk, credit risk and the risk that regulatory developments relating to the banking industry may affect its investment. The value of a Portfolio’s shares could experience significantly greater volatility than the value of shares of portfolios investing more broadly.

 

Collateralized Loan Obligations Risk. Collateralized loan obligations (“CLOs”) involve many of the risks associated with debt securities including, but not limited to, interest rate risk and credit risk. The risks of an investment in a CLO also depend in part on the quality and type of the collateral and the class or “tranche” of the CLO in which a Portfolio invests. Normally, CLOs are privately offered and sold, and thus are not registered under the securities laws. As a result, investments in CLOs may be characterized by a Portfolio as illiquid

 

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securities; however, an active dealer market, or other relevant measures of liquidity, may exist for CLOs allowing a CLO potentially to be deemed liquid under a Portfolio’s liquidity policies. CLOs carry risks including, but not limited to: (a) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (b) the risk that the quality of the collateral securities may decline in value or default, particularly during periods of economic downturn; (c) the possibility that a Portfolio may invest in CLOs that are subordinate to other classes; and (d) the risk that the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. CLOs also can be difficult to value and may be highly leveraged (which could make them highly volatile), and the use of CLOs may result in losses to a Portfolio.

 

Credit Risk. A Portfolio is subject to the risk that the issuer or the guarantor (or other obligor, such as a party providing insurance or other credit enhancement) of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations, which may cause the Portfolio’s holdings to lose value. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. Higher credit ratings correspond to lower perceived credit risk, and lower credit ratings correspond to higher perceived credit risk. However, rating agencies may fail to make timely changes to credit ratings in response to subsequent events, and a credit rating may become stale in that it fails to reflect changes in an issuer’s financial condition. Credit ratings also may be influenced by conflicts of interest. Credit ratings represent a rating agency’s opinion regarding the quality of a security and are not a guaranty of quality. Credit ratings do not protect against a decline in the value of a security. The downgrade of the credit rating of a security may decrease its value. Lower credit quality also may lead to greater volatility in the price of a security and may negatively affect a security’s liquidity. The credit quality of a security can deteriorate suddenly and rapidly. When a fixed income security is not rated, an investment manager may have to assess the risk of the security itself. In addition, legislation and regulations to reform rating agencies could adversely impact a Portfolio’s investments or investment process.

 

Distressed Companies Risk. A Portfolio may invest in distressed debt securities, including loans, bonds and notes, many of which are not publicly traded and may involve a substantial degree of risk. Debt obligations of distressed companies typically are unrated, lower-rated or close to default. Distressed debt securities include securities of companies that are in financial distress and that may be in or about to enter bankruptcy. In certain periods, there may be little or no liquidity in the markets for these securities. In addition, the prices of such securities may be subject to periods of abrupt and erratic market movements and above-average price volatility. It may be difficult to obtain financial information regarding the financial condition of a borrower or issuer, and its financial condition may change rapidly. It may be more difficult to value such securities and the spread between the bid and asked prices of such securities may be greater than expected. A Portfolio may lose a substantial portion or all of its investment in such securities or it may be required to accept cash, securities or other property with a value less than the Portfolio’s original investment. Defaulted debt securities involve risks such as the possibility of complete loss of the investment where the issuer does not restructure to enable it to resume principal and interest payments. If the issuer of a security held by a Portfolio defaults, the Portfolio may experience a significant or complete loss on the security. Securities tend to lose much of their value before the issuer defaults. The Portfolio may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings.

 

Government Securities Risk. Securities issued or guaranteed by the U.S. government or its agencies and instrumentalities (such as securities issued by the Government National Mortgage Association (Ginnie Mae)) and government sponsored enterprises (“GSEs”) (such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac)), are subject to market risk, interest rate risk and credit risk. Securities, such as those issued or guaranteed by Ginnie Mae or the U.S. Treasury, that are backed by the full faith and credit of the U.S. government are guaranteed as to the timely payment of interest and repayment of principal when held

 

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to maturity. Notwithstanding that these securities are backed by the full faith and credit of the U.S. government, circumstances could arise that would prevent the payment of interest or repayment of principal. This would result in losses to a Portfolio. Securities issued or guaranteed by GSEs are not backed by the full faith and credit of the U.S. government and no assurance can be given that the U.S. government will provide financial support. Therefore, GSEs may not have the funds to meet their payment obligations in the future. Further, any government guarantees on U.S. government securities that the Portfolio owns extend only to the timely payment of interest and repayment of principal on the securities themselves and do not extend to the market value of the securities or to shares of a Portfolio.

 

In recent periods, the values of U.S. government securities have been affected substantially by increased demand for them around the world. Increases or decreases in the demand for U.S. government securities may occur at any time and may result in increased volatility in the values of those securities.

 

Inflation-Indexed Bonds Risk. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to inflation. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates represent nominal (stated) interest rates reduced by the expected impact of inflation. In general, inflation-indexed bonds, including Treasury inflation-indexed securities, decline in value when real interest rates rise and rise in value when real interest rates decline. In certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, inflation-indexed bonds may experience greater losses than other fixed income securities with similar durations. Interest payments on inflation-linked debt securities can be unpredictable and may vary as the principal and/or interest is adjusted for inflation. In periods of deflation, a Portfolio may have no income at all from such investments.

 

Interest Rate Risk. Changes in interest rates may affect the yield, liquidity and value of investments in income producing or debt securities. Changes in interest rates also may affect the value of other securities. When interest rates rise, the value of a Portfolio’s debt securities generally declines. Conversely, when interest rates decline, the value of a Portfolio’s debt securities generally rises. Typically, the longer the maturity or duration of a debt security, the greater the effect a change in interest rates could have on the security’s price. Thus, the sensitivity of a Portfolio’s debt securities to interest rate risk will increase with any increase in the duration of those securities. Interest rate changes can be sudden and unpredictable, and are influenced by a number of factors, including government policy, monetary policy, inflation expectations, perceptions of risk, and supply and demand of bonds. Changes in government monetary policy, including changes in federal tax policy or changes in a central bank’s implementation of specific policy goals, may have a substantial impact on interest rates. However, there can be no guarantee that any particular government or central bank policy will be continued, discontinued or changed, or that any such policy will have the desired effect on interest rates. Short-term and long-term interest rates, and interest rates in different countries, do not necessarily move in the same direction or by the same amount.

 

Very low or negative interest rates may magnify interest rate risk by, among other things, reducing or eliminating interest income and causing declines in the value of investments in income producing or debt securities. A significant or rapid rise in interest rates also could result in losses to a Portfolio. Interest rates in the United States currently are at or near historic lows due to market forces and actions of the U.S. Federal Reserve, primarily in response to the COVID-19 pandemic and resultant market disruptions. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from Portfolio performance to the extent a Portfolio is exposed to such interest rates.

 

Inverse Floaters Risk. Inverse floaters are securities with a floating or variable rate of interest (i.e., the rate of interest varies with changes in specified market rates or indices, such as the prime rate, or at specified intervals). Inverse floaters have interest rates that tend to move in the opposite direction as the specified market rates or indices and may exhibit substantially greater price volatility than fixed rate obligations having similar credit quality, redemption provisions and maturity. Any rise in the reference rate of an inverse floater (as a consequence of an increase in interest rates) causes a drop in the coupon rate, while any drop in the reference rate of an inverse floater causes an increase in the coupon rate. Inverse floater collateralized mortgage obligations (“CMOs”) exhibit

 

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greater price volatility than the majority of mortgage-related securities. In addition, some inverse floater CMOs exhibit extreme sensitivity to changes in prepayments. As a result, the yield to maturity of an inverse floater CMO is sensitive not only to changes in interest rates but also to changes in prepayment rates on the related underlying mortgage assets. Inverse floaters typically involve leverage, which can magnify a Portfolio’s losses; accordingly, the holder of an inverse floater could lose more than its principal investment.

 

Investment Grade Securities Risk. Debt securities generally are rated by national bond ratings agencies. A Portfolio considers securities to be investment grade if they are rated BBB or higher by S&P or Fitch, or Baa or higher by Moody’s, or, if unrated, determined by the investment manager to be of comparable quality. Securities rated in the lower investment grade rating categories (e.g., BBB or Baa) are considered investment grade securities, but are somewhat riskier than higher rated obligations because they are regarded as having only an adequate capacity to pay principal and interest, are considered to lack outstanding investment characteristics, and may possess certain speculative characteristics.

 

LIBOR Risk. Trillions of dollars’ worth of financial products and contracts around the world, including some of the Portfolios’ investments, utilize the London Interbank Offered Rate (or “LIBOR”) as the reference or benchmark rate for variable interest rate calculations. LIBOR is produced daily by averaging the rates reported by a number of banks. LIBOR may be a significant factor in determining a Portfolio’s payment obligations under a derivative investment, the cost of financing to a Portfolio, or an investment’s value or return to a Portfolio, and may be used in other ways that affect a Portfolio’s investment performance. The publication of the LIBOR is expected to be discontinued at the end of 2021, although the publication of USD LIBOR has been extended until 2023. The Secured Overnight Financing Rate (“SOFR”) has been selected by a committee established by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York to replace LIBOR as a reference or benchmark rate in the United States. Other countries have undertaken similar initiatives to identify replacement reference or benchmark rates in their respective markets. However, there are obstacles to converting certain existing investments and transactions to a new reference or benchmark rate, as well as risks associated with using a new reference or benchmark rate with respect to new investments and transactions. The transition process, or a failure to transition properly, might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates, a reduction in the values of some LIBOR-based investments, and reduced effectiveness of certain hedging strategies, which may adversely affect a Portfolio’s performance or net asset value. While some LIBOR-based instruments may contemplate a scenario where LIBOR becomes unreliable or is no longer available by providing for an alternative rate-setting methodology, not all may have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to LIBOR ceasing to be published. In addition, the SOFR or other alternative reference or benchmark rate may be an ineffective substitute with respect to an existing or new investment or transaction, resulting in prolonged adverse market conditions for a Portfolio, which could negatively affect the Portfolio’s performance and/or net asset value.

 

SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities and has been published by the Federal Reserve Bank of New York since April 2018. The Federal Reserve Bank of New York also has been publishing historical indicative Secured Overnight Financing Rates from 2014. Historical changes or trends in SOFR may not be reliable as indicators of future changes in SOFR. The composition and characteristics of SOFR are not the same as those of LIBOR, and SOFR is fundamentally different from LIBOR because (1) SOFR is a secured rate, while LIBOR is an unsecured rate, and (2) SOFR is an overnight rate, while LIBOR is a forward-looking rate that represents interbank funding over different maturities. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility, or global or regional economic, financial, political, regulatory, judicial or other events.

 

Additionally, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as LIBOR. The return on and value of an investment in notes or other

 

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investments linked to SOFR may fluctuate more than the value of investments that are linked to less volatile rates. In addition, the volatility of SOFR has reflected the underlying volatility of the overnight U.S. Treasury repo market. The Federal Reserve Bank of New York has at times conducted operations in the overnight U.S. Treasury repo market in order to help maintain the federal funds rate within a target range. There can be no assurance that the Federal Reserve Bank of New York will continue to conduct such operations in the future, and the duration and extent of any such operations is inherently uncertain. The effect of any such operations, or of the cessation of such operations to the extent they are commenced, is uncertain and could result in losses to a Portfolio.

 

SOFR is published by the Federal Reserve Bank of New York based on data that it receives from various sources. There can be no guarantee, particularly given its relatively recent introduction, that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in a Portfolio. If the manner in which SOFR is calculated is changed, that change may result in a reduction in the amount of interest payable on a Portfolio’s investments and the trading prices of those investments. In addition, the Federal Reserve Bank of New York may withdraw, modify or amend published SOFR data in its sole discretion and without notice. The interest rate for any interest period typically will not be adjusted for any modifications or amendments to SOFR data that may be published after the interest rate for that interest period has been determined.

 

Since SOFR is a relatively new reference rate, a Portfolio’s investments in debt securities and other instruments linked to SOFR may not have an established trading market, and an established trading market may never develop or may not be very liquid. Market terms for instruments linked to SOFR, such as the spread over the base rate reflected in interest rate provisions or the manner of compounding the base rate, may evolve over time, and trading prices for such instruments may be lower than those of later-issued SOFR-based debt instruments as a result. Similarly, if SOFR does not prove to be widely used, the trading price of investments linked to SOFR may be lower than those of investments linked to reference rates that are more widely used. A Portfolio may not be able to sell the investments at all or may not be able to sell them at prices that will provide a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

 

Loan Risk. Loan interests are subject to liquidity risk, prepayment risk, extension risk, the risk of subordination to other creditors, restrictions on resale, and the lack of a regular trading market and publicly available information. Loan interests may be difficult to value and may have extended trade settlement periods (bank loans may have trade settlement periods that extend beyond seven days). As a result, the proceeds from the sale of a loan may not be available to make additional investments or to meet redemption obligations until potentially a substantial period after the sale of the loan. The extended trade settlement periods could force a Portfolio to liquidate other securities to meet redemptions and may present a risk that the Portfolio may incur losses in order to timely honor redemptions.

 

A Portfolio’s investments in loans are subject to the risk that the Portfolio will not receive payment of interest, principal and other amounts due in connection with these investments and will depend primarily on the financial condition of the borrower. Fully secured loans offer a Portfolio more protection than unsecured loans in the event of nonpayment of scheduled interest or principal, although there is no assurance that the liquidation of a secured loan’s collateral would satisfy the borrower’s obligation or that the collateral could be readily liquidated. In addition, a Portfolio’s access to collateral may be limited by bankruptcy or other insolvency laws. In the event of a default, a Portfolio may not recover its principal, may experience a substantial delay in recovering its investment and may not receive interest during the delay. Unsecured loans are subject to a greater risk of default than secured loans, especially during periods of deteriorating economic conditions. Unsecured loans also have a greater risk of nonpayment in the event of a default than secured loans since there is no recourse for the lender to collateral. Loans in which a Portfolio may invest may be made to finance highly leveraged corporate transactions. The highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in economic or market conditions. In addition, loan interests may be unrated, and a Portfolio’s Sub-Adviser may be required to rely exclusively on its own analysis of the borrower in determining whether to acquire, or to continue to hold,

 

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a loan. Loans may not be considered “securities,” and purchasers, such as a Portfolio, therefore may not have the benefit of the anti-fraud protections of the federal securities laws.

 

Loan agreements, which set forth the terms of a loan and the obligations of the borrower and lender, contain certain covenants that mandate or prohibit certain borrower actions, including financial covenants (or “maintenance covenants”) that dictate certain minimum and maximum financial performance levels. Certain types of loans contain fewer maintenance covenants than traditional loans (or no maintenance covenants at all) and may not include terms that permit the lender to monitor the financial performance of the borrower and declare an event of default if certain criteria are breached. This may hinder a Portfolio’s ability to reprice credit risk associated with the borrower and reduce a Portfolio’s ability to restructure a problematic loan and mitigate potential loss. As a result, a Portfolio’s exposure to losses on these types of loans may be increased, especially during a downturn in the credit cycle.

 

A Portfolio may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, a Portfolio normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. A Portfolio may also purchase a participation in a loan interest that is held by another party. When a Portfolio’s loan interest is a participation, the Portfolio may have less control over the exercise of remedies than the party selling the participation interest, and the Portfolio normally would not have any direct rights against the borrower. It is possible that a Portfolio could be held liable, or may be called upon to fulfill other obligations, with respect to loans in which it receives an assignment in whole or in part, or in which it owns a participation. The potential for such liability is greater for an assignee than for a participant.

 

Money Market Risk. Although a money market fund is designed to be a relatively low risk investment, it is not free of risk. Despite the short maturities and high credit quality of a money market fund’s investments, increases in interest rates and deteriorations in the credit quality of the instruments the money market fund has purchased may reduce the money market fund’s yield and can cause the price of a money market security to decrease. In addition, a money market fund is subject to the risk that the value of an investment may be eroded over time by inflation. Money market funds are subject to specific rules that affect the manner in which money market funds are structured and operated and may impact a money market fund’s expenses, operations, returns and liquidity. A low- or negative-interest rate environment may prevent a money market fund from providing a positive yield, and could negatively impact a money market fund’s ability to maintain a stable $1.00 net asset value per share.

 

Certain money market funds are institutional money market funds, which means that the net asset value of the fund’s shares will “float”. A money market fund with a floating net asset value does not maintain a stable $1.00 net asset value per share; rather, its net asset value will fluctuate with changes in the values of the securities in which the fund invests. An institutional money market fund may impose a fee upon the sale of fund shares or may temporarily suspend the ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors.

 

Mortgage-Related and Other Asset-Backed Securities Risk. Investments in mortgage-related and other asset-backed securities are subject to credit risk, liquidity risk, the risk of default, interest rate risk, and prepayment and extension risk, sometimes to a greater extent than various other types of fixed income investments. Declines in the credit quality of and defaults by the issuers of mortgage-related and other asset-backed securities may decrease the value of such securities, which could result in losses to a Portfolio, and may reduce the liquidity of such securities and make such securities more difficult to purchase or sell at an advantageous time and price. In addition, borrowers may default on the obligations that underlie mortgage-related and other asset-backed securities. The risk of defaults by borrowers generally is greater during times of rising interest rates and/or unemployment rates. The impairment (or loss) of the value of collateral or other assets underlying mortgage-related and other asset-backed securities will result in a reduction in the value of the securities. Certain collateral may be difficult to locate in the event of default, or may be lost, and recoveries of depreciated or damaged

 

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collateral may not fully cover payments due on such collateral. Asset-backed securities may not have the benefit of a security interest in collateral comparable to that of mortgage assets, resulting in additional credit risk. In addition, even when there is no default or threat of default, instability in the markets for mortgage-related and other asset-backed securities may reduce (at times, significantly) the liquidity of such securities. As a result, the value of such securities may decrease and a Portfolio may incur greater losses on the sale of such securities than under more stable market conditions. Furthermore, instability and illiquidity in the market for lower-rated mortgage-related and other asset-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.

 

If a Portfolio purchases mortgage-related or other asset-backed securities that are “subordinated” to other interests in the same pool, the Portfolio, as a holder of those securities, may receive payments only after the pool’s obligations to other investors have been satisfied. For example, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to the Portfolio as a holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless. In addition, certain mortgage-related and other asset-backed securities may include securities backed by pools of loans made to “subprime” borrowers or borrowers with blemished credit histories. The underwriting standards for subprime loans may be lower and more flexible than the standards generally used by lenders for borrowers with non-blemished credit histories with regard to the borrowers’ credit standing and repayment ability. Borrowers who qualify generally have impaired credit histories, which may include a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. In addition, they may not have the documentation required to qualify for a standard loan. As a result, the loans in the pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by loans underwritten in a more traditional manner. In addition, changes in the values of the assets underlying the loans (if any), as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the loans in the pool than on loans originated in a more traditional manner. The risk of defaults by borrowers is generally higher in the case of asset or mortgage pools that include subprime assets or mortgages, and the liquidity and value of subprime mortgages and non-investment grade mortgage-backed securities that are not guaranteed by Ginnie Mae, Fannie Mae, and Freddie Mac could change dramatically over time.

 

Payment of interest and repayment of principal, the schedule for which varies based on the terms of the loan, may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by various forms of insurance or guarantees, including letters of credit, surety bonds, or other credit or liquidity enhancements. There can be no assurance that insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Furthermore, mortgage-related and other asset-backed securities typically provide the issuer with the right to prepay the security prior to maturity. During periods of rising interest rates, the rate of prepayments tends to decrease because borrowers are less likely to prepay debt (such as mortgage debt or automobile loans). Slower than expected payments can extend the average lives of mortgage-related and other asset-backed securities, and this may lock in a below market interest rate and increase the security’s duration and interest rate sensitivity, which may increase the volatility of the security’s value and may lead to losses. During periods of falling interest rates, the rate of prepayments tends to increase because borrowers are more likely to pay off debt and refinance at the lower interest rates then available. Unscheduled prepayments shorten the average lives of mortgage-related and other asset-backed securities and may result in the Portfolio’s having to reinvest the proceeds of the prepayments at lower interest rates. Unscheduled prepayments also would limit the potential for capital appreciation on these securities and may make them less effective than other fixed income securities as a means of “locking in” long-term interest rates, thereby reducing the Portfolio’s income. Prepayment rates are difficult to predict, and the potential impact of prepayments on the value of a mortgage-related or other asset-backed security depends on the terms of the instrument and can result in significant volatility.

 

Privately issued mortgage-related and other asset-backed securities may be subject to heightened liquidity risk. During periods of market stress or high

 

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redemptions, a Portfolio may be forced to sell these securities at significantly reduced prices, resulting in losses. Liquid privately issued mortgaged-related and other asset-backed securities can become illiquid during periods of market stress. Privately issued mortgage-related securities are not subject to the same underwriting standards for the underlying mortgages that are applicable to those mortgage-related securities that have U.S. government or government-sponsored enterprise (“GSE”) guarantees. As a result, the mortgage loans underlying privately issued mortgage-related securities may, and frequently do, have less favorable collateral, credit risk, liquidity risk, or other underwriting characteristics than U.S. government or GSE mortgage-related securities.

 

Mortgage-backed securities issued in the form of collateralized mortgage obligations (“CMOs”) are collateralized by mortgage loans or mortgage pass-through securities. In periods of supply and demand imbalances in the market for CMOs or in periods of sharp interest rate movements, the prices of CMOs may fluctuate to a greater extent than would be expected from interest rate movements alone. CMOs and other mortgage-backed securities may be structured similarly to collateralized debt obligations (“CDOs”) and may be subject to similar risks.

 

Non-Investment Grade Securities Risk. Bonds rated below BBB by S&P or Fitch or below Baa by Moody’s or, if unrated, determined by the investment manager to be of comparable quality, are speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater market fluctuations than higher rated fixed income securities. Non-investment grade bonds, sometimes referred to as “junk bonds,” are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. The creditworthiness of issuers of non-investment grade debt securities may be more complex to analyze than that of issuers of investment grade debt securities, and the reliance on credit ratings may present additional risks. The retail secondary market for these “junk bonds” may be less liquid than that of higher rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices than those used in calculating a Portfolio’s net asset value. A Portfolio investing in “junk bonds” may also be subject to greater credit risk because it may invest in debt securities issued in connection with corporate restructuring by highly leveraged issuers or in debt securities not current in the payment of interest or principal or in default. If the issuer of a security is in default with respect to interest or principal payments, a Portfolio may lose its entire investment. The credit rating of a below investment grade security does not necessarily address its market value risk and may not reflect its actual credit risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer. Because of the risks involved in investing in below investment grade securities, an investment in a Portfolio that invests substantially in such securities should be considered speculative.

 

Prepayment Risk and Extension Risk. Prepayment risk is the risk that the issuer of a security held by a Portfolio may pay off principal more quickly than originally anticipated, and the Portfolio may have to reinvest the proceeds in an investment offering a lower yield, may not benefit from any increase in value that might otherwise result from declining interest rates and may lose any premium it paid to acquire the security. Falling interest rates generally result in quicker payoffs as borrowers are motivated to pay off debt and refinance at new lower rates. Extension risk is the risk that the issuer of a security held by a Portfolio may pay off principal more slowly than originally anticipated. Rising interest rates generally result in slower payoffs, which effectively increase the duration of certain debt securities and heighten interest rate risk. Additionally, a Portfolio may be prevented from reinvesting the proceeds it would have received at a given time in an investment offering a higher yield.

 

Sovereign Debt Securities Risk. Sovereign debt securities are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt for a variety of reasons including, for example, cash flow problems, insufficient foreign currency reserves, political considerations, the size of the governmental entity’s debt position in relation to the economy, or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. In addition, there are generally no bankruptcy proceedings similar to those in the U.S. by which defaulted sovereign debt obligations may be collected and there may be few or no effective legal remedies for collecting on such debt. Sovereign debt

 

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risk is increased for emerging market issuers. Certain emerging market or developing countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external debt. Certain emerging market countries have experienced difficulties in servicing their sovereign debt on a timely basis, which has led to defaults and the restructuring of certain indebtedness.

 

Variable and Floating Rate Securities Risk. The market prices of securities with variable and floating interest rates are generally less sensitive to interest rate changes than are the market prices of securities with fixed interest rates. Variable and floating rate securities may decline in value if market interest rates or interest rates paid by such securities do not move as expected. Conversely, variable and floating rate securities will not generally rise in value if market interest rates decline. Certain types of floating rate securities, such as interests in bank loans, may be subject to greater liquidity risk than other debt securities.

 

Certain variable and floating rate securities have an interest rate floor feature, which prevents the interest rate payable by the security from dropping below a specified level as compared to a reference interest rate (the “reference rate”). Such a floor protects a Portfolio from losses resulting from a decrease in the reference rate below the specified level. However, if the reference rate is below the floor, there will be a lag between a rise in the reference rate and a rise in the interest rate payable by the security, and a Portfolio may not benefit from increasing interest rates for a significant period of time. Rates on certain variable rate securities typically reset only periodically. As a result, changes in prevailing interest rates, particularly sudden and significant changes, can cause some fluctuations in a Portfolio’s value to the extent that it invests in variable rate securities.

 

When-Issued and Delayed Delivery Securities and Forward Commitments Risk. When-issued and delayed delivery securities and forward commitments involve the risk that the security a Portfolio buys will decline in value prior to its delivery. This risk is in addition to the risk that a Portfolio’s other assets will decline in value. Therefore, these transactions may result in a form of leverage and increase a Portfolio’s overall investment exposure. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, a Portfolio may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.

 

Zero Coupon and Pay-in-Kind Securities Risk. A zero coupon or pay-in-kind security pays no interest in cash to its holder during its life. Accordingly, zero coupon securities usually trade at a deep discount from their face or par value and, together with pay-in-kind securities, will be subject to greater fluctuations in market value in response to changing interest rates than debt obligations of comparable maturities that make current distribution of interest in cash.

 

Risks of Foreign Securities Investments

 

Each Portfolio may invest a varying portion of its assets in Underlying Portfolios or Underlying ETFs that invest primarily in foreign securities or other foreign instruments. Therefore, as an investor in a Portfolio, the return on your investment will be based, to some extent, on the risks and rewards of foreign securities.

 

The risks of investing in foreign securities and other foreign instruments may include:

 

Foreign Securities Risk. Investments in foreign securities, including depositary receipts, involve risks not associated with, or more prevalent than those that may be associated with, investments in U.S. securities. The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Over a given period of time, foreign securities may underperform U.S. securities — sometimes for years. A Portfolio could also underperform if it invests in countries or regions whose economic performance falls short. Foreign markets may be less liquid, more volatile and subject to less government supervision and regulation than U.S. markets, and it may take more time to clear and settle trades involving foreign securities. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices, as well as trade barriers and other protectionist trade policies (including those of the U.S.), governmental instability, war or other political or economic actions or factors, also may adversely impact security values. Foreign securities are also subject to the risks associated with the potential imposition of economic or other sanctions against a particular foreign country, its nationals, businesses

 

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or industries. The costs of buying and selling foreign securities, including taxes, brokerage and custody costs, generally are higher than the costs of buying and selling domestic securities. World markets, or those in a particular region, may all react in similar fashion to important economic, political or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile. In addition, securities issued by U.S. entities with substantial foreign operations or holdings can involve risks relating to conditions in foreign countries. Regardless of where a company is organized or its stock is traded, its performance may be significantly affected by events in regions from which it derives its profits or in which it conducts significant operations.

 

Currency Risk. Investments in foreign currencies and in securities that trade in, or receive revenues in, or in derivatives that provide exposure to foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. To the extent a Portfolio invests or hedges based on the perceived relationship between two currencies, there is a risk that the correlation between those currencies may not behave as anticipated. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.

 

Depositary Receipts Risk. Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing directly in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.

 

Emerging Markets Risk. Emerging market countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. There are greater risks and uncertainties involved in investing in emerging market countries and/or their securities markets, and investments in these countries and/or markets are more susceptible to loss than investments in developed countries and/or markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. For instance, these countries may be more likely than developed countries to experience rapid and significant adverse developments in their political, economic or social structures or intervene in or manipulate financial markets. Some emerging market countries restrict foreign investments, impose high withholding or other taxes on foreign investments, impose restrictive exchange control regulations, or may nationalize or expropriate the assets of private companies. Therefore, a Portfolio may be limited in its ability to make direct or additional investments in an emerging market country or could lose the entire value of its investment in the affected market. Such restrictions also may have negative impacts on transaction costs, market price, and investment returns. The U.S. government also may impose restrictions on the ability of U.S. investors to hold and/or acquire securities of certain companies in emerging market countries, which may adversely impact a Portfolio.

 

In addition, companies in emerging market countries may be newly organized, smaller and less seasoned, and the securities markets of emerging market countries generally are smaller, less liquid and more volatile than those of developed countries. Shareholder claims and legal remedies that are common in the United States may be difficult or impossible to pursue in many emerging market countries. In addition, due to jurisdictional limitations, matters of comity and various other factors, U.S. authorities may be limited in their ability to bring enforcement actions against non-U.S. companies and non-U.S. persons in certain emerging market countries. Emerging market countries often have less uniformity in (or may lack) regulatory, accounting, auditing and financial reporting requirements or standards, which may impact the availability and quality of information about issuers; less reliable clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions; and less reliable registration and custodial

 

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procedures, which could result in ownership registration being completely lost. There are generally higher commission rates on foreign portfolio transactions, transfer taxes, and higher custodial costs. A Portfolio may not know the identity of trading counterparties, which may increase the possibility of the Portfolio not receiving payment or delivery of securities in a transaction. Emerging market countries also may be subject to high inflation and rapid currency devaluations and currency-hedging techniques may be unavailable in certain emerging market countries. In addition, some emerging market countries may be heavily dependent on international trade, which can materially affect their securities markets. Investments in frontier markets may be subject to greater levels of these risks than investments in more developed and traditional emerging markets.

 

European Economic Risk. The European Union’s (the “EU”) Economic and Monetary Union (the “EMU”) requires member countries to comply with restrictions on interest rates, deficits, debt levels, and inflation rates, and other factors, each of which may significantly impact every European country and their economic partners. The economies of EU member countries and their trading partners may be adversely affected by changes in the exchange rate of the euro (the common currency of the EU), changes in EU or governmental regulations on trade and other areas, and the threat of default or an actual default by an EU member country on its sovereign debt, which could negatively impact a Portfolio’s investments and cause it to lose money. In recent years, the European financial markets have been negatively impacted by concerns relating to rising government debt levels and national unemployment; possible default on or restructuring of sovereign debt in several European countries; and economic downturns. Responses to financial problems by European governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. A European country’s default or debt restructuring would adversely affect the holders of the country’s debt and sellers of credit default swaps linked to the country’s creditworthiness and could negatively impact global markets more generally. Recent events in Europe may adversely affect the euro’s exchange rate and value and may continue to impact the economies of every European country and their economic partners. In addition, uncertainties regarding the viability of the EU have impacted and may continue to impact markets in the United States and around the world. Withdrawals from the EU (or the possibility of such withdrawals or the dissolution of the EU) could cause additional and significant market disruption globally and introduce new legal and regulatory uncertainties.

 

The United Kingdom (the “UK”) left the EU on January 31, 2020, commonly referred to as “Brexit.” While an agreement governing post-Brexit trade between the UK and the EU was reached in December 2020, significant issues, such as market access for financial firms and applicable data protection standards, remain unsettled, and it is unclear what form a permanent arrangement with respect to such issues may take or what impact it would have on the UK regulatory regime. The UK has one of the largest economies in Europe and is a major trading partner with the other EU countries and the United States. Brexit may create additional and substantial economic stresses for the UK, including a contraction of the UK economy, price volatility in UK stocks, decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty, and declines in business and consumer spending as well as foreign direct investment. The negative impact on not only the UK and European economies but also the broader global economy could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth for companies that rely significantly on Europe for their business activities and revenues, which could adversely affect the value of a Portfolio’s investments.

 

Geographic Concentration Risk. A Portfolio that invests a significant portion of its assets in securities of companies domiciled, or exercising the predominant part of their economic activity, in one country or geographic region assumes the risk that economic, political, social and environmental conditions in that particular country or region will have a significant impact on the Portfolio’s investment performance and that the Portfolio’s performance will be more volatile than the performance of more geographically diversified funds. From time to time, a small number of companies and industries may represent a large portion of the market in a particular country or region, and these companies and industries can be sensitive to adverse economic, political, social, currency, or regulatory developments. In addition, certain areas are prone to natural disasters such as earthquakes, volcanoes, fires,

 

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droughts or tsunamis and are economically sensitive to environmental events. The risks associated with investing in a narrowly defined geographic area also are generally more pronounced with respect to investments in emerging market countries.

 

International Fair Value Pricing Risk. A Portfolio that invests in foreign securities is subject to the risk that its share price may be exposed to arbitrage attempts by investors seeking to capitalize on differences in the values of foreign securities trading on foreign exchanges that may close before the time the Portfolio’s net asset value is determined. If such arbitrage attempts are successful, the Portfolio’s net asset value might be diluted. A Portfolio’s use of fair value pricing in certain circumstances may help deter such arbitrage activities. The effect of such fair value pricing is that foreign securities may not be priced on the basis of quotations from the primary foreign securities market in which they are traded, but rather may be priced by another method that the Portfolio’s board of trustees believes reflects fair value. As such, fair value pricing is based on subjective judgment and it is possible that fair value may differ materially from the value realized on a sale of a foreign security. It is also possible that the use of fair value pricing will limit a Portfolio’s ability to implement its investment strategy (e.g., reduce the volatility of the Portfolio’s share price) or achieve its investment objective.

 

Regulatory Risk. Less information may be available about foreign companies. In general, foreign companies are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory practices and requirements as are U.S. companies. Many foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws. In addition, some countries may have legal systems that may make it difficult for a Portfolio to vote proxies, exercise shareholder rights, and pursue legal remedies with respect to its foreign investments.

 

Settlement Risk. Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments. At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for a Portfolio to carry out transactions. If a Portfolio cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Portfolio cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Portfolio could be liable for any losses incurred.

 

Trade Suspensions Risk. Securities of issuers traded on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. The likelihood of such suspensions may be higher for securities of issuers in emerging or less-developed market countries than in countries with more developed markets. Suspensions may last for significant periods of time, during which trading in the securities and in instruments that reference the securities, such as derivative instruments, may be halted. In the event that a Portfolio holds material positions in such suspended securities or instruments, the Portfolio’s ability to liquidate its positions may be compromised and the Portfolio could incur significant losses.

 

Other Investment Risks

 

The following is a description of certain other investment risks.

 

Dollar Roll and Sale-Buyback Transactions Risk. Dollar roll and sale-buyback transactions may increase a Portfolio’s volatility and may be viewed as a form of leverage. There is also a risk that the counterparty will be unable or unwilling to complete the transaction as scheduled, which may result in losses to a Portfolio.

 

Energy Sector Risk. The energy markets have experienced significant volatility in recent periods, including a historic drop in crude oil and natural gas prices in April 2020 attributable to the significant decrease in demand for oil and other energy commodities as a result of the slowdown in economic activity due to the coronavirus (COVID-19) pandemic as well as price competition among key oil-producing countries. The low price environment caused financial hardship for energy companies and has led to, and may continue to lead to, energy companies defaulting on debt and filing for

 

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bankruptcy. The energy markets may continue to experience stress and relatively high volatility for a prolonged period. In addition, the energy sector is cyclical and highly dependent on commodities prices. The market values of companies in the energy sector may fluctuate widely and could be adversely affected by, among other factors, the levels and volatility of global energy prices, commodity price volatility, energy supply and demand, changes in exchange rates and interest rates, imposition of import controls, increased competition, capital expenditures on and the success of exploration and production, depletion of resources, development of alternative energy sources and energy conservation efforts, technological developments, tax treatment, labor relations, and the economic growth and stability of the key energy-consuming countries. Companies in this sector are subject to substantial government regulation and contractual fixed pricing, which may increase the cost of business and limit these companies’ earnings, and a significant portion of their revenues depends on a relatively small number of customers, including governmental entities and utilities. As a result, governmental budget constraints may have a material adverse effect on the stock prices of companies in this industry. Energy companies may also operate in or engage in transactions involving countries with less developed regulatory regimes or a history of expropriation, nationalization or other adverse policies. Energy companies also face a significant risk of liability from accidents resulting in injury or loss of life or property, pollution or other environmental mishaps, equipment malfunctions or mishandling of materials and a risk of loss from terrorism, political strife, natural disasters or other catastrophes. Any such event could result in a material adverse impact to a Portfolio’s holdings and the performance of a Portfolio. In addition, there is growing political pressure to reduce the use of fossil fuels, which could begin to impact the securities of companies in the fossil fuel industry and the prices of related commodities. The value of a Portfolio’s shares could experience significantly greater volatility than the value of shares of portfolios investing more broadly.

 

ESG Considerations Risk. Consideration of ESG factors in the investment process may limit the types and number of investment opportunities available to a Portfolio, and therefore carries the risk that, under certain market conditions, the Portfolio may underperform funds that do not consider ESG factors. The integration of ESG considerations may affect a Portfolio’s exposure to certain sectors or types of investments and may impact a Portfolio’s relative investment performance depending on whether such sectors or investments are in or out of favor in the market. A company’s ESG performance or the Sub-Adviser’s assessment of a company’s ESG performance may change over time, which could cause a Portfolio to temporarily hold securities that do not comply with the Portfolio’s responsible investment principles. In evaluating a company, the Sub-Adviser is dependent upon information or data obtained through voluntary or third-party reporting that may be incomplete, inaccurate or unavailable, which could cause the Sub-Adviser to incorrectly assess a company’s ESG performance. Successful application of a Portfolio’s ESG considerations will depend on the Sub-Adviser’s skill in properly identifying and analyzing material ESG issues. ESG investing is qualitative and subjective by nature, and the Sub-Adviser’s ESG criteria may not reflect the values and beliefs of any particular investor.

 

Industrials Sector Risk. The value of securities issued by companies in the industrials sector may be adversely affected by supply and demand changes related to their specific products or services and industrials sector products in general. The products of manufacturing companies may face obsolescence due to rapid technological developments and frequent new product introduction. Global events and changes in government regulations, economic conditions and exchange rates may adversely affect the performance of companies in the industrials sector. Companies in the industrials sector may be adversely affected by liability for environmental damage and product liability claims. The industrials sector may also be adversely affected by changes or trends in commodity prices, which may be influenced by unpredictable factors. Companies in the industrials sector, particularly aerospace and defense companies, may also be adversely affected by government spending policies because companies in this sector tend to rely to a significant extent on government demand for their products and services. Any of these factors could result in a material adverse impact on a Portfolio’s securities and the performance of a Portfolio.

 

Information Technology Sector Risk. Investment risks associated with investing in the information technology sector include, in addition to other risks, the intense competition to which information technology companies may be subject; the dramatic and often

 

EQ Advisors Trust   More About Investment Strategies & Risks   55


unpredictable changes in growth rates and competition for qualified personnel among information technology companies; effects on profitability from being heavily dependent on patent and intellectual property rights and the loss or impairment of those rights; obsolescence of existing technology; general economic conditions; and government regulation. Any of these factors could result in a material adverse impact on a Portfolio’s securities and the performance of a Portfolio.

 

Privately Placed and Other Restricted Securities Risk. Restricted securities, which include privately placed securities, are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale. Before they are registered, such securities may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. Difficulty in selling securities may result in a loss or be costly to a Portfolio. Rule 144A is designed to facilitate efficient trading among institutional investors by permitting the sale of certain unregistered securities to qualified institutional buyers. To the extent restricted securities held by a Portfolio qualify under Rule 144A and an institutional market develops for those securities, the Portfolio likely will be able to dispose of the securities without registering them. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of a Portfolio’s illiquidity. The Adviser or Sub-Adviser may determine that certain securities qualified for trading under Rule 144A are liquid. Where registration of a security is required, a Portfolio may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the time the Portfolio desires to sell (and therefore decides to seek registration of) the security, and the time the Portfolio may be permitted to sell the security under an effective registration statement. If, during such a period, adverse market conditions were to develop, a Portfolio might obtain a less favorable price than prevailed when it desired to sell. The risk that securities may not be sold for the price at which a Portfolio is carrying them is greater with respect to restricted securities than it is with respect to registered securities. The illiquidity of the market, as well as the lack of publicly available information regarding these securities, also may make it difficult to determine a fair value for certain securities for purposes of computing a Portfolio’s net asset value.

 

Quantitative Investing Risk. A portfolio of securities selected using quantitative analysis may underperform the market as a whole or a portfolio of securities selected using a different investment approach, such as fundamental analysis. The factors used in quantitative analysis and the weight placed on those factors may not be predictive of a security’s value. In addition, factors that affect a security’s value can change over time and these changes may not be reflected in the quantitative model. Data for some companies, particularly for non-U.S. companies, may be less available and/or less current than data for other companies. There may also be errors in the computer code for the quantitative model or in the model itself, or issues relating to the computer systems used to screen securities. A Portfolio’s securities selection can be adversely affected if it relies on erroneous or outdated data or flawed models or computer systems. As a result, a Portfolio may have a lower return than if the Portfolio were managed using a fundamental analysis or an index-based strategy that did not incorporate quantitative analysis.

 

Technology Sector Risk. The value of the shares of a Portfolio that invests primarily in technology companies is particularly vulnerable to factors affecting the technology sector, such as dependency on consumer and business acceptance as new technology evolves, large and rapid price movements resulting from competition, rapid obsolescence of products and services and short product cycles. Many technology companies are small and at an earlier stage of development and, therefore, may be subject to risks such as those arising out of limited product lines, markets and financial and managerial resources. The value of a Portfolio’s shares could experience significantly greater volatility than the value of shares of portfolios investing more broadly.

 

56   More About Investment Strategies & Risks   EQ Advisors Trust


4. Information Regarding the Underlying Portfolios and Underlying ETFs

 

 

The following is additional information regarding certain of the Underlying Portfolios and Underlying ETFs. If you would like more information about the Underlying Portfolios and Underlying ETFs, their Prospectuses and Statements of Additional Information are available by contacting your financial professional or, with respect to the affiliated Underlying Portfolios, by accessing the documents online or contacting the affiliated Underlying Portfolios at:

 

1290 Funds

1290 Avenue of the Americas

New York, NY 10104

Telephone: 1-888-310-0416

www.1290funds.com

 

The Adviser may add new Underlying Portfolios and Underlying ETFs or replace existing Underlying Portfolios and Underlying ETFs without notice or shareholder approval. The Adviser’s selection of Underlying Portfolios and Underlying ETFs may have a positive or negative impact on its revenues and/or profits. The information below is derived from disclosures contained in each Underlying Portfolio’s and Underlying ETF’s Prospectus. With respect to the unaffiliated Underlying Portfolios and Underlying ETFs, the Adviser makes no representations regarding the accuracy or completeness of this information.

 

       
Underlying Portfolio/ETF   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

 
EQUITY
1290 GAMCO Small/Mid Cap Value Fund   Seeks to maximize capital appreciation.   Under normal circumstances, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of small- and mid-capitalization companies. For the fund, small-capitalization companies generally are companies with a market capitalization less than $3 billion at the time of investment, and mid-capitalization companies generally are companies with a market capitalization between $3 billion and $12 billion at the time of investment. The fund also may invest up to 20% of its net assets in foreign securities.  

•  Market Risk

•  Equity Risk

•  Mid-Cap and Small-Cap Company Risk

•  Investment Style Risk

•  Sector Risk

•  Portfolio Management Risk

•  Foreign Securities Risk

•  Large Shareholder Risk

•  Preferred Stock Risk

•  Securities Lending Risk

1290 SmartBeta Equity Fund   Seeks to achieve long-term capital appreciation.   Under normal market conditions, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The fund invests primarily in equity securities of U.S. companies and foreign companies in developed markets. The fund may invest in large-, mid- and small capitalization companies and will be broadly diversified across companies and industries. The Sub-Adviser’s SmartBeta Equity strategy seeks to achieve, over a full market cycle, above-market returns with less volatility compared to the equity markets as a whole.  

•  Market Risk

•  Equity Risk

•  Large-Cap Company Risk

•  Mid-Cap and Small-Cap Company Risk

•  Quantitative Investing Risk

•  Investment Strategy Risk

•  Portfolio Management Risk

•  ESG Considerations Risk

•  Foreign Securities Risk

•  Large Shareholder Risk

•  Sector Risk

•  Securities Lending Risk

 

EQ Advisors Trust   Information Regarding the Underlying Portfolios and Underlying ETFs   57


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

       
Underlying Portfolio/ETF   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

AB Small Cap Growth Portfolio   Seeks long-term growth of capital.   Under normal circumstances, the fund invests at least 80% of its net assets in equity securities of smaller companies. For these purposes, “smaller companies” are those that, at the time of investment, fall within the lowest 20% of the total U.S. equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). The fund may invest in any company and industry and in any type of equity security with potential for capital appreciation. The fund may invest in foreign securities. The fund may enter into derivatives transactions, such as options, futures contracts, forwards, and swaps.  

•  Market Risk

•  Sector Risk

•  Capitalization Risk

•  Foreign (Non-U.S.) Risk

•  Management Risk

iShares® Core S&P Total U.S. Stock Market ETF   Seeks to track the investment results of a broad-based index composed of U.S. equities.   The fund employs an indexing investment approach designed to track the performance of the S&P Total Market Index (“Index”). The fund invests in a representative sample of securities that collectively has an investment profile similar to that of the Index. The fund generally will invest at least 80% of its assets in the component securities of the Index and in investments that have economic characteristics that are substantially identical to the component securities of the Index and may invest up to 20% of its assets in certain futures, options and swap contracts, cash and cash equivalents, including shares of money market funds advised by the fund’s adviser, as well as in securities not included in the Index, but which the fund’s adviser believes will help the fund’s performance track the Index.  

•  Asset Class Risk

•  Authorized Participant Concentration Risk

•  Concentration Risk

•  Cybersecurity Risk

•  Equity Securities Risk

•  Index-Related Risk

•  Infectious Illness Risk

•  Issuer Risk

•  Large-Capitalization Companies Risk

•  Management Risk

•  Market Risk

•  Market Trading Risk

•  Mid-Capitalization Companies Risk

•  Operational Risk

•  Passive Investment Risk

•  Risk of Investing in the U.S.

•  Securities Lending Risk

•  Small-Capitalization Companies Risk

•  Technology Sector Risk

•  Tracking Error Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

       
Underlying Portfolio/ETF   Investment
Objective
  Principal
Investment Strategy
  Principal
Investment Risks
iShares® Core S&P U.S. Growth ETF   Seeks to track the investment results of an index composed of large- and mid-capitalization U.S. equities that exhibit growth characteristics.   The fund employs an indexing investment approach designed to track the performance of the S&P 900 Growth Index (“Index”). The fund invests in a representative sample of securities that collectively has an investment profile similar to that of the Index. The fund generally will invest at least 80% of its assets in the component securities of the Index and in investments that have economic characteristics that are substantially identical to the component securities of the Index and may invest up to 20% of its assets in certain futures, options and swap contracts, cash and cash equivalents, including shares of money market funds advised by the fund’s adviser, as well as in securities not included in the Index, but which the fund’s adviser believes will help the fund’s performance track the Index.  

•  Asset Class Risk

•  Authorized Participant Concentration Risk

•  Concentration Risk

•  Consumer Discretionary Sector Risk

•  Cybersecurity Risk

•  Equity Securities Risk

•  Growth Securities Risk

•  Index-Related Risk

•  Infectious Illness Risk

•  Issuer Risk

•  Large-Capitalization Companies Risk

•  Management Risk

•  Market Risk

•  Market Trading Risk

•  Mid-Capitalization Companies Risk

•  Non-Diversification Risk

•  Operational Risk

•  Passive Investment Risk

•  Risk of Investing in the U.S.

•  Securities Lending Risk

•  Technology Sector Risk

•  Tracking Error Risk

iShares® Core S&P U.S. Value ETF   Seeks to track the investment results of an index composed of large- and mid-capitalization U.S. equities that exhibit value characteristics.   The fund employs an indexing investment approach designed to track the performance of the S&P 900 Value Index (“Index”). The fund invests in a representative sample of securities that collectively has an investment profile similar to that of the Index. The fund generally will invest at least 80% of its assets in the component securities of the Index and in investments that have economic characteristics that are substantially identical to the component securities of the Index and may invest up to 20% of its assets in certain futures, options and swap contracts, cash and cash equivalents, including shares of money market funds advised by the fund’s adviser, as well as in securities not included in the Index, but which the fund’s adviser believes will help the fund’s performance track the Index.  

•  Asset Class Risk

•  Authorized Participant Concentration Risk

•  Concentration Risk

•  Cybersecurity Risk

•  Equity Securities Risk

•  Financials Sector Risk

•  Index-Related Risk

•  Infectious Illness Risk

•  Issuer Risk

•  Large-Capitalization Companies Risk

•  Management Risk

•  Market Risk

•  Market Trading Risk

•  Mid-Capitalization Companies Risk

•  Operational Risk

•  Passive Investment Risk

•  Risk of Investing in the U.S.

•  Securities Lending Risk

•  Tracking Error Risk

•  Value Securities Risk

 

EQ Advisors Trust   Information Regarding the Underlying Portfolios and Underlying ETFs     59  


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

       
Underlying Portfolio/ETF   Investment
Objective
  Principal
Investment Strategy
  Principal
Investment Risks
iShares® MSCI Global Min Vol Factor ETF   Seeks to track the investment results of an index composed of developed and emerging market equities that, in the aggregate, have lower volatility characteristics relative to the broader developed and emerging equity markets.   The fund employs an indexing investment approach designed to track the performance of the MSCI ACWI Minimum Volatility (USD) Index (“Index”). The fund invests in a representative sample of securities that collectively has an investment profile similar to that of the Index. The fund generally will invest at least 80% of its assets in the component securities of the Index and in investments that have economic characteristics that are substantially identical to the component securities of the Index and may invest up to 20% of its assets in certain futures, options and swap contracts, cash and cash equivalents, including shares of money market funds advised by the fund’s adviser, as well as in securities not included in the Index, but which the fund’s adviser believes will help the fund’s performance track the Index.  

•  Asset Class Risk

•  Authorized Participant Concentration Risk

•  Calculation Methodology Risk

•  Concentration Risk

•  Consumer Staples Sector Risk

•  Currency Risk

•  Cybersecurity Risk

•  Equity Securities Risk

•  Financials Sector Risk

•  Geographic Risk

•  Index-Related Risk

•  Infectious Illness Risk

•  Information Technology Sector Risk

•  Issuer Risk

•  Large-Capitalization Companies Risk

•  Management Risk

•  Market Risk

•  Market Trading Risk

•  National Closed Market Trading Risk

•  Non-U.S. Securities Risk (Asian Economic Risk)

•  Operational Risk

•  Passive Investment Risk

•  Reliance on Trading Partners Risk (Asian Economic Risk, North American Economic Risk, and U.S. Economic Risk)

•  Risk of Investing in China

•  Risk of Investing in Developed Countries

•  Risk of Investing in Russia

•  Risk of Investing in Saudi Arabia

•  Saudi Arabia Broker Risk

•  Risk of Investing in the U.S.

•  Securities Lending Risk

•  Security Risk

•  Structural Risk

•  Tracking Error Risk

•  Valuation Risk

•  Volatility Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

       
Underlying Portfolio/ETF   Investment
Objective
  Principal
Investment Strategy
  Principal
Investment Risks
SPDR® Portfolio Developed World ex-US ETF   Seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the developed world (ex-US) equity markets.   In seeking to track the performance of the S&P Developed Ex-U.S. BMI Index (the “Index”), the fund employs a sampling strategy, which means that the fund is not required to purchase all of the securities represented in the Index. Under normal market conditions, the fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index and in depositary receipts based on securities comprising the Index. In addition, the fund may invest in equity securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds.  

•  Market Risk

•  Equity Investing Risk

•  Non-U.S. Securities Risk

•  Fluctuation of Net Asset Value, Share Premiums and Discounts Risk

•  Counterparty Risk

•  Currency Risk

•  Depositary Receipts Risk

•  Derivatives Risk

•  Financial Sector Risk

•  Geographic Focus Risk (Europe, Japan)

•  Risk

•  Indexing Strategy/Index Tracking Risk

•  Industrial Sector Risk

•  Liquidity Risk

•  Non-Diversification Risk

•  Unconstrained Sector Risk

Vanguard FTSE Emerging Markets ETF   Seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in emerging market countries.   The fund employs an indexing investment approach designed to track the performance of the FTSE Emerging Markets All Cap China A Inclusion Index (“Index”), a market-capitalization-weighted index that is made up of approximately 4,125 common stocks of large-, mid-, and small-cap companies located in emerging markets around the world. The fund invests by sampling the Index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximates the Index in terms of key characteristics.  

•  Stock Market Risk

•  Emerging Markets Risk

•  Country/Regional Risk

•  Currency Risk

•  China A-Shares Risk

•  Index Sampling Risk

•  ETF Risk

 

EQ Advisors Trust   Information Regarding the Underlying Portfolios and Underlying ETFs     61  


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

       
Underlying Portfolio/ETF   Investment
Objective
  Principal
Investment Strategy
  Principal
Investment Risks
 
FIXED INCOME
1290 Diversified Bond Fund   Seeks to maximize total return consisting of income and capital appreciation.   Under normal circumstances, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, in a diversified portfolio of U.S. and foreign bonds or other debt securities of varying maturities and other instruments that provide investment exposure to such debt securities, including forwards or derivatives such as options, futures contracts or swap agreements. Under normal circumstances, the fund invests primarily in a diversified mix of U.S. dollar-denominated investment grade fixed income securities, particularly U.S. government, corporate and mortgage-backed securities, of any maturity. Under normal circumstances, it is expected that the average portfolio duration of the fund will be within 5 years of the duration of the benchmark. As of December 31, 2020, the average duration of the benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index, was 6.26 years.  

•  Market Risk

•  Credit Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Non-Investment Grade Securities Risk

•  Derivatives Risk

•  Leveraging Risk

•  Government Securities Risk

•  Foreign Securities Risk

•  Hedging Risk

•  Portfolio Management Risk

•  Cash Management Risk

•  Collateralized Loan Obligations Risk

•  Dollar Roll and Sale-Buyback Transactions Risk

•  Futures Contract Risk

•  Inflation-Indexed Bonds Risk

•  Liquidity Risk

•  Loan Risk

•  Mortgage-Related and Other Asset-Backed Securities Risk

•  Portfolio Turnover Risk

•  Prepayment Risk and Extension Risk

•  Privately Placed and Other Restricted Securities Risk

•  Redemption Risk

•  Sector Risk

•  Securities Lending Risk

•  Variable and Floating Rate Securities Risk

•  When-Issued and Delayed Delivery Securities and Forward Commitment Risk

•  Zero Coupon and Pay-in-Kind Securities Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

       
Underlying Portfolio/ETF   Investment
Objective
  Principal
Investment Strategy
  Principal
Investment Risks
1290 High Yield Bond Fund   Seeks to maximize current income.   Under normal circumstances, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, in a broad range of high-yield, below investment-grade bonds. It is expected that the fund will invest primarily in high-yield corporate bonds as well as floating rate loans, and participations in and assignments of loans. The fund may invest up to 25% of its net assets in debt securities of issuers located outside the United States, including emerging markets issuers and U.S. dollar-denominated securities of non-U.S. issuers.  

•  Market Risk

•  Non-Investment Grade Securities Risk

•  Credit Risk

•  Liquidity Risk

•  Sector Risk

•  Loan Risk

•  Interest Rate Risk

•  Portfolio Management Risk

•  Foreign Securities Risk

•  Investment Grade Securities Risk

•  Large Shareholder Risk

•  Leveraging Risk

•  Prepayment Risk and Extension Risk

•  Privately Placed and Other Restricted Securities Risk

•  Redemption Risk

•  Securities Lending Risk

•  Zero Coupon and Pay-in-Kind Securities Risk

iShares® Broad USD High Yield Corporate Bond ETF   Seeks to track the investment results of an index composed of U.S. dollar-denominated, high yield corporate bonds.   The fund employs an indexing investment approach designed to track the performance of the ICE BofA US High Yield Constrained Index (“Index”). The fund invests in a representative sample of securities that collectively has an investment profile similar to that of the Index. The fund generally will invest at least 90% of its assets in the component securities of the Index and may invest up to 10% of its assets in certain futures, options and swap contracts, cash and cash equivalents, including shares of money market funds advised by the fund’s adviser, as well as in securities not included in the Index, but which the fund’s adviser believes will help the fund’s performance track the Index.  

•  Asset Class Risk

•  Authorized Participant Concentration Risk

•  Call Risk

•  Concentration Risk

•  Credit Risk

•  Cybersecurity Risk

•  Energy Sector Risk

•  Geographic Risk

•  High Yield Securities Risk

•  Illiquid Investments Risk

•  Income Risk

•  Index-Related Risk

•  Infectious Illness Risk

•  Interest Rate Risk

•  Issuer Risk

•  Management Risk

•  Market Risk

•  Market Trading Risk

•  Operational Risk

•  Passive Investment Risk

•  Privately Issued Securities Risk

•  Risk of Investing in the U.S.

•  Securities Lending Risk

•  Tracking Error Risk

•  Value Securities Risk

 

EQ Advisors Trust   Information Regarding the Underlying Portfolios and Underlying ETFs     63  


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

       
Underlying Portfolio/ETF   Investment
Objective
  Principal
Investment Strategy
  Principal
Investment Risks
Vanguard Intermediate-Term Corporate Bond ETF   Seeks to track the performance of a market-weighted corporate bond index with an intermediate-term dollar-weighted average maturity.   The fund employs an indexing investment approach designed to track the performance of the Bloomberg Barclays U.S. 5-10 Year Corporate Bond Index (the “Index”). This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities between 5 and 10 years. The fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the fund’s investments will be selected through the sampling process, and under normal circumstances, at least 80% of the fund’s assets will be invested in bonds included in the Index.  

•  Credit Risk

•  Interest Rate Risk

•  Income Risk

•  Liquidity Risk

•  Index Sampling Risk

•  ETF Risk

Vanguard Total Bond Market ETF   Seeks to track the performance of a broad, market-weighted bond index.   The fund employs an indexing investment approach designed to track the performance of the Bloomberg Barclays U.S. Aggregate Float Adjusted Index (“Index”). This Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States — including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities — all with maturities of more than 1 year. The fund invests by sampling the Index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the fund’s investments will be selected through the sampling process, and at least 80% of the fund’s assets will be invested in bonds held in the Index.  

•  Interest Rate Risk

•  Income Risk

•  Prepayment Risk

•  Extension Risk

•  Call Risk

•  Credit Risk

•  Index Sampling Risk

•  Liquidity Risk

•  ETF Risk

 

64   Information Regarding the Underlying Portfolios and Underlying ETFs   EQ Advisors Trust


5. Management of the Trust

 

 

 

The Trust

 

The Trust is organized as a Delaware statutory trust and is registered with the Securities and Exchange Commission (“SEC”) as an open-end management investment company. The Trust’s Board of Trustees is responsible for the overall management of the Trust and the Portfolios. The Trust issues shares of beneficial interest that are currently divided among one hundred and four (104) portfolios, forty-eight (48) of which are authorized to issue Class IA, Class IB and Class K shares, fifty-two (52) of which are authorized to issue Class IB and Class K shares, and four (4) of which are authorized to issue Class K shares. This prospectus describes the Class IB and Class K shares of two (2) Portfolios. Each Portfolio has its own investment objectives, investment strategies and risks, which have been previously described in this Prospectus.

 

The Trust’s Board of Trustees oversees generally the operations of the Portfolios. The Trust enters into contractual arrangements with various parties, including among others, the Adviser, the Administrator, Sub-Advisers, custodian, and accountants, who provide services to the Portfolios. Shareholders are not parties to any such contractual arrangements and those contractual arrangements are not intended to create in any shareholder any right to enforce them directly against the service providers or to seek any remedy under them directly against the service providers.

 

This Prospectus provides information concerning the Portfolios that you should consider in determining whether to purchase Portfolio shares. Neither this Prospectus nor the Statement of Additional Information is intended, or should be read, to be or create an agreement or contract between the Trust or a Portfolio and any shareholder, or to create any right in any shareholder or other person other than any rights under federal or state law that may not be waived.

 

The Adviser

 

Equitable Investment Management Group, LLC (“EIM” or “Adviser”), 1290 Avenue of the Americas, New York, New York 10104, manages each Portfolio. EIM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. EIM also is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) under the Commodity Exchange Act, as amended; however, EIM currently claims an exclusion (under CFTC Rule 4.5) from registration as a CPO with respect to the Portfolios offered by this Prospectus. Being subject to dual regulation by the SEC and the CFTC may increase compliance costs and may affect Portfolio returns. EIM is a wholly-owned subsidiary of Equitable Financial Life Insurance Company (“Equitable Financial”). Equitable Financial is a wholly-owned subsidiary of Equitable Holdings, Inc. (“Equitable Holdings”), which is a publicly-owned company. EIM serves as the investment manager to mutual funds and other pooled investment vehicles and, as of December 31, 2020, had approximately $125 billion in assets under management. The Trust is part of a family of mutual funds advised by EIM which also includes EQ Premier VIP Trust and the 1290 Funds.

 

The Adviser has a variety of responsibilities for the general management of the Trust and the day-to-day management of each Portfolio. In addition to its managerial responsibilities, the Adviser is responsible for determining the asset allocation range for each Portfolio and ensuring that the allocations are consistent with the guidelines that have been approved by the Board.

 

Within the asset allocation range for each Portfolio, the Adviser will periodically establish specific percentage targets for each asset class and identify the specific Underlying Portfolios and Underlying ETFs to be held by a Portfolio. Percentage targets are established and Underlying Portfolios and Underlying ETFs are identified using the Adviser’s proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes and the Underlying Portfolios and Underlying ETFs, as well as the Adviser’s outlook for the economy and financial markets. The Adviser also will rebalance each Portfolio’s holdings through its selection of Underlying Portfolios and Underlying ETFs as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its asset allocation range.

 

Kenneth T. Kozlowski, CFP®, CLU, ChFC; Alwi Chan, CFA®; Xavier Poutas, CFA®, Miao Hu, CFA®, Kevin McCarthy and James Chen, CFA®, FRM® are responsible for the day-to-day management of the Portfolios.

 

Kenneth T. Kozlowski, CFP®, ChFC, CLU has served as Executive Vice President and Chief Investment Officer of EIM since June 2012 and as Managing Director of Equitable Financial since September 2011. He was Senior Vice President of EIM from May 2011 to June 2012 and a Vice President of Equitable Financial from February 2001 to August 2011. Since 2003, Mr. Kozlowski has had primary responsibility for the asset allocation, fund selection and rebalancing of the funds of funds currently managed by EIM and for each Portfolio since its inception.

 

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Alwi Chan, CFA® has served as Senior Vice President and Deputy Chief Investment Officer of EIM since June 2012 and as Lead Director of Equitable Financial since February 2007. He served as Vice President of EIM from May 2011 to June 2012. Prior to that, he served as an Assistant Vice President (2005-2007) and Senior Investment Analyst (2002-2005) of Equitable Financial.

 

Xavier Poutas, CFA® has served as an Assistant Portfolio Manager of EIM since May 2011, as a Vice President of EIM since June 2016, and as Lead Director of Equitable Financial since October 2018. From October 2013 to September 2018 he was a Senior Director, and from November 2008 to September 2013 he was a Director, of Equitable Financial. He joined EIM in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for the funds of funds managed by EIM.

 

Miao Hu, CFA® has served as an Assistant Portfolio Manager of EIM since May 2016 and as a Vice President of EIM since June 2016. She has served as a Director of Portfolio Analytics of EIM since December 2014. She joined Equitable Financial as a Lead Manager in November 2013.

 

Kevin McCarthy has served as an Assistant Portfolio Manager of EIM and a Director of Equitable Financial since December 2018. He served as a Lead Manager of Equitable Financial from August 2015 to November 2018. He is manager of the asset allocation strategy for funds of funds managed by EIM. Prior to joining Equitable Financial, he was a Senior Quantitative Analyst at Aviva Investors from October 2013 to August 2015.

 

James Chen, CFA®, FRM® has served as an Assistant Portfolio Manager of EIM since August 2021 and as a Lead Manager of Equitable Financial since January 2015. Prior to joining Equitable Financial, he was an Operations Analyst at WL Ross & Co. LLC from August 2011 to December 2014.

 

Information about the portfolio manager’s compensation, other accounts they manage and their ownership of securities in the Portfolios is available in the Trust’s SAI.

 

The Adviser provides day-to-day management of the Portfolios. The Adviser has the ability to hire investment sub-advisers (“Sub-Advisers”) to provide research, stock selection, and trading services for the Portfolios, although the Portfolios do not currently have Sub-Advisers. The Adviser may also hire Sub-Advisers to provide research, stock selection, and trading services for an affiliated Underlying Portfolio. The Adviser is responsible for overseeing such Sub-Advisers and for recommending their hiring, termination and replacement to the affiliated Underlying Portfolio’s Board of Trustees. The Adviser has been granted relief by the SEC to hire, terminate and replace Sub-Advisers of the Portfolios and the affiliated Underlying Portfolios and to amend advisory agreements without obtaining shareholder approval, subject to the approval of the Trust’s Board or the affiliated Underlying Portfolio’s Board of Trustees, as applicable. In addition, the Adviser has the ability to allocate a Portfolio’s or affiliated Underlying Portfolio’s assets to additional Sub-Advisers, subject to approval of the Trust’s Board or the affiliated Underlying Portfolio’s Board of Trustees, as applicable. The Adviser also has discretion to allocate a Portfolio’s or an affiliated Underlying Portfolio’s assets among its current Sub-Advisers. If a new Sub-Adviser is retained for a Portfolio or an affiliated Underlying Portfolio, the shareholders of the Portfolio or affiliated Underlying Portfolio would receive notice of such action. However, the Adviser may not enter into an advisory agreement with an “affiliated person” of the Adviser (as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”) (“Affiliated Sub-Adviser”), such as AllianceBernstein L.P., unless the advisory agreement with the Affiliated Sub-Adviser, including compensation, is also approved by the affected Portfolio’s or affiliated Underlying Portfolio’s shareholders.

 

Advisory Fees

 

Each Portfolio pays a fee to the Adviser for management services. The contractual rate of the advisory fee (as an annual percentage of the Portfolio’s average daily net assets) payable by each Portfolio is:

 

Portfolio  

First

$_ Billion

   

Next

$_ Billion

   

Next

$_ Billion

    Thereafter  

Equitable Moderate Growth MF/ETF

       

Equitable Growth MF/ETF

                               

 

A discussion of the basis of the decision by the Board to approve the investment advisory agreement with respect to the Portfolios will be available in the Trust’s Semi-Annual Report to shareholders for the period ending June 30, 2022.

 

The Administrator

 

Equitable Investment Management, LLC (“Administrator”), 1290 Avenue of the Americas, New York, New York 10104, serves as the Administrator of the Trust. The administrative services provided to the Trust by the Administrator include,

 

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among others, coordination of the Trust’s audit, financial statements and tax returns; expense management and budgeting; legal administrative services and compliance monitoring; portfolio accounting services, including daily net asset value accounting; operational risk management; and assistance with the administration of the Trust’s proxy voting policies and procedures and anti-money laundering program.

 

Administration Fees

 

For these administrative services, each Portfolio pays the Administrator its proportionate share of an asset-based administration fee, subject to a minimum annual fee of $32,500 per Portfolio. The asset-based administration fee is equal to an annual rate of 0.140% of the first $60 billion of the aggregate average daily net assets of the Aggregated Portfolios (as defined in the paragraph immediately below); 0.110% of the next $20 billion; 0.0875% of the next $20 billion; 0.0775% of the next $20 billion; 0.0750% of the next $20 billion; and 0.0725% thereafter.

 

For purposes of calculating the asset-based administration fee, the assets of the Portfolios are aggregated together and with the assets of (i) the following portfolios of the Trust, which are also managed by EIM and which are offered in other prospectuses: EQ/Global Equity Managed Volatility Portfolio, EQ/International Core Managed Volatility Portfolio, EQ/International Value Managed Volatility Portfolio, EQ/Large Cap Core Managed Volatility Portfolio, EQ/Large Cap Growth Managed Volatility Portfolio, EQ/Large Cap Value Managed Volatility Portfolio, EQ/Mid Cap Value Managed Volatility Portfolio, EQ/AB Small Cap Growth Portfolio, EQ/Franklin Small Cap Value Managed Volatility Portfolio, EQ/Morgan Stanley Small Cap Growth Portfolio, EQ/ClearBridge Select Equity Managed Volatility Portfolio, EQ/Emerging Markets Equity PLUS Portfolio, EQ/Quality Bond PLUS Portfolio, Multimanager Aggressive Equity Portfolio, Multimanager Core Bond Portfolio, Multimanager Technology Portfolio, 1290 VT Small Cap Value Portfolio, 1290 VT Micro Cap Portfolio, 1290 VT High Yield Bond Portfolio, 1290 VT Moderate Growth Allocation Portfolio, EQ/AB Dynamic Aggressive Growth Portfolio, EQ/AB Dynamic Growth Portfolio, EQ/AB Dynamic Moderate Growth Portfolio, EQ/Goldman Sachs Moderate Growth Allocation Portfolio, EQ/Invesco Moderate Allocation Portfolio, EQ/JPMorgan Growth Allocation Portfolio, EQ/Franklin Moderate Allocation Portfolio, EQ/American Century Moderate Growth Allocation Portfolio, EQ/AXA Investment Managers Moderate Allocation Portfolio, EQ/First Trust Moderate Growth Allocation Portfolio, EQ/Goldman Sachs Growth Allocation Portfolio, EQ/Invesco Moderate Growth Allocation Portfolio, EQ/Franklin Growth Allocation Portfolio, ATM International Managed Volatility Portfolio, ATM Large Cap Managed Volatility Portfolio, ATM Mid Cap Managed Volatility Portfolio, ATM Small Cap Managed Volatility Portfolio, EQ/2000 Managed Volatility Portfolio, EQ/400 Managed Volatility Portfolio, EQ/500 Managed Volatility Portfolio, EQ/International Managed Volatility Portfolio, EQ/Ultra Conservative Strategy Portfolio, EQ/Conservative Strategy Portfolio, EQ/Conservative Growth Strategy Portfolio, EQ/Balanced Strategy Portfolio, EQ/Moderate Growth Strategy Portfolio, EQ/Growth Strategy Portfolio, EQ/Aggressive Growth Strategy Portfolio, and EQ/All Asset Growth Allocation Portfolio, and (ii) the following portfolios of EQ Premier VIP Trust, which are also managed by EIM and which are offered in other prospectuses: EQ/Core Plus Bond Portfolio, EQ/Aggressive Allocation Portfolio, EQ/Conservative Allocation Portfolio, EQ/Conservative-Plus Allocation Portfolio, EQ/Moderate Allocation Portfolio, EQ/Moderate-Plus Allocation Portfolio, Target 2015 Allocation Portfolio, Target 2025 Allocation Portfolio, Target 2035 Allocation Portfolio, Target 2045 Allocation Portfolio, and Target 2055 Allocation Portfolio (collectively, the “Aggregated Portfolios”).

 

As noted in the prospectuses for the affiliated Underlying Portfolios, EIM and, in certain cases, its affiliates serve as investment manager, investment sub-adviser and/or administrator for the affiliated Underlying Portfolios and earn fees for providing services in these capacities, which are in addition to the fees directly associated with each Portfolio. In this connection, the Adviser’s selection of Underlying Portfolios and Underlying ETFs may have a positive or negative impact on its revenues and/or profits.

 

Expense Limitation Agreement

 

In the interest of limiting through April 30, 2023 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) the expenses of the Portfolios, the Adviser has entered into an expense limitation agreement with the Trust with respect to the Portfolios (“Expense Limitation Agreement”). Pursuant to the Expense Limitation Agreement, the Adviser has agreed to make payments or waive its and its affiliates’ management, administrative and other fees to limit the expenses of the Portfolios so that the annual operating expenses (including acquired fund fees and expenses) of each Portfolio (other than interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in

 

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the ordinary course of each Portfolio’s business) as a percentage of average daily net assets do not exceed the following respective expense ratios:

 

      Total Expenses Limited to
(% of daily net assets)
 
Portfolios    Class IB
Shares
     Class K
Shares
 

Equitable Moderate Growth MF/ETF

         %            %  

Equitable Growth MF/ETF

         %            %  

 

The Adviser may be reimbursed the amount of any such payments or waivers in the future provided that the payments or waivers are reimbursed within three years of the payments or waivers being recorded and a Portfolio’s expense ratio, after the reimbursement is taken into account, does not exceed the Portfolio’s expense cap at the time of the waiver or the Portfolio’s expense cap at the time of the reimbursement, whichever is lower. If the actual expense ratio is less than the expense cap and the Adviser has recouped any eligible previous payments or waivers made, the Portfolio will be charged such lower expenses. The Adviser’s selection of Underlying Portfolios and Underlying ETFs may positively or negatively impact its obligations under the Expense Limitation Agreement and its ability to recoup previous payments or waivers made under the Expense Limitation Agreement.

 

Payments or waivers will increase returns and yield, and reimbursement of payments or waivers will decrease returns and yield.

 

Conflicts of Interest

 

The Adviser currently serves as the investment adviser for the Trust and two other investment companies that are registered under the 1940 Act, and as the investment adviser for two private investment trusts that are exempt from such registration. The Adviser and its affiliates (including Equitable Financial, Equitable Distributors, LLC, Equitable Holdings, Equitable Investment Management, LLC, and AllianceBernstein L.P.) and their respective managers, partners, directors, trustees, officers, and employees (collectively, for purposes of this Conflicts of Interest discussion, “Affiliates”) are insurance and related financial services companies engaged in life insurance, property and casualty insurance and reinsurance activities, as well as asset management, investment banking, securities trading, brokerage, real estate and other financial services activities, providing a broad range of services to a substantial and diverse client base. The broad range of activities, services, and interests of the Adviser and its Affiliates gives rise to actual, potential and/or perceived conflicts of interest, and may introduce certain investment or transactional restrictions, that could disadvantage the Portfolios and their shareholders.

 

Certain actual and potential conflicts of interest are discussed below and elsewhere in this Prospectus, and a further discussion of conflicts of interest appears in the SAI. Investors should carefully review these discussions. These discussions are not, and are not intended to be, a complete discussion of all of the actual and potential conflicts of interest that may arise. Additional or unanticipated conflicts of interest may arise from time to time in the ordinary course of the Adviser’s and its Affiliates’ various businesses.

 

The Adviser and the Trust have adopted practices, policies and procedures that are intended to identify, monitor, and mitigate conflicts of interest. These practices, policies and procedures include information barriers, codes of ethics, pre-clearance and reporting of securities transactions by certain persons, and the use of independent persons to review certain types of transactions. There is no assurance, however, that these practices, policies and procedures will be effective, and these practices, policies and procedures also may limit the Portfolios’ investment activities and affect their performance.

 

Certain Conflicts Related to Fees and Compensation

 

The Adviser and certain of its Affiliates provide services including investment management, administration, shareholder servicing, distribution, and transfer agency services to the Portfolios and earn fees from these relationships with the Portfolios. The Adviser and its Affiliates face conflicts of interest when the Portfolios select affiliated service providers because the Adviser and its Affiliates receive greater compensation when they are used. Although these fees are generally based on asset levels, the fees are not directly contingent on Portfolio performance and the Adviser and its Affiliates would still receive significant compensation from the Portfolios even if shareholders lose money. In addition, the Adviser and certain of its Affiliates manage or advise funds or accounts, including the Portfolios, with different fee rates and/or fee structures. Differences in fee arrangements may create an incentive for the Adviser and/or its Affiliates to favor higher-fee funds or accounts.

 

Certain Conflicts Related to the Adviser and its Affiliates Acting in Multiple Commercial Capacities

 

The Adviser and/or one or more Affiliates act or may act in various commercial capacities, including as investment manager, investment adviser, administrator, investor, commodity

 

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pool operator, underwriter, distributor, transfer agent, insurance company, investment banker, research provider, market maker, trader, lender, agent or principal, and may have direct and indirect interests in securities, commodities, currencies, derivatives and other instruments in which the Portfolios may directly or indirectly invest. Thus, it is likely that the Portfolios will have business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities with which the Adviser and/or an Affiliate has developed or is trying to develop business relationships or in which the Adviser and/or an Affiliate has significant investments or other interests. For example, the Adviser may have an incentive to hire as a Sub-Adviser or other service provider an entity with which the Adviser or one or more Affiliates have, or would like to have, significant or other business dealings or arrangements. In addition, when Affiliates act in various commercial capacities in relation to the Portfolios, the Affiliates may take commercial steps in their own interests, which may have an adverse effect on the Portfolios.

 

Certain Conflicts Related to the Funds of Funds Structure

 

In managing a Portfolio that invests in Underlying Portfolios and Underlying ETFs (that is, a “fund of funds”), the Adviser will have the authority to select and substitute the Underlying Portfolios and Underlying ETFs. The Adviser is subject to conflicts of interest in allocating a Portfolio’s assets among Underlying Portfolios and Underlying ETFs because it and its Affiliates earn fees for managing and administering the affiliated Underlying Portfolios, but not the unaffiliated Underlying Portfolios or Underlying ETFs. In addition, the Adviser is subject to conflicts of interest in allocating a Portfolio’s assets among the various affiliated Underlying Portfolios because its profitability with respect to and/or the fees payable to it by some of the affiliated Underlying Portfolios are higher than its profitability with respect to and/or the fees payable by other affiliated Underlying Portfolios and because the Adviser is responsible for managing and an Affiliate is responsible for administering, and with respect to certain affiliated Underlying Portfolios, an Affiliate may be responsible for sub-advising, the Underlying Portfolios.

 

Because the Adviser’s selection of Underlying Portfolios and Underlying ETFs may have a positive or negative impact on its (or its Affiliates’) revenues and/or profits, the Adviser has an incentive to select affiliated Underlying Portfolios for inclusion in a fund of funds, even though there may be other, unaffiliated Underlying Portfolios and/or Underlying ETFs that may be more appropriate for inclusion in the fund of funds or that have superior historical returns. In addition, the Adviser’s and/or its Affiliates’ other existing or potential business relationships (e.g., distribution, sub-administration, or custody arrangements), including with affiliated or unaffiliated Sub-Advisers to Underlying Portfolios and Underlying ETFs, or other financial or personal relationships, could influence the Adviser’s selection of Underlying Portfolios and Underlying ETFs.

 

A Portfolio investing in Underlying Portfolios may from time to time own or control a significant percentage of an Underlying Portfolio’s shares. Accordingly, an Underlying Portfolio is subject to the potential for large-scale inflows and outflows as a result of purchases and redemptions of its shares by such a Portfolio. These inflows and outflows could negatively affect an Underlying Portfolio’s and, in turn, a Portfolio’s net asset value, performance, and ability to meet shareholder redemption requests and could cause an Underlying Portfolio to purchase or sell securities at a time when it would not normally do so. In addition, large-scale outflows could result in an Underlying Portfolio’s current expenses being allocated over a smaller asset base, which, depending on any applicable expense caps, could lead to an increase in the Underlying Portfolio’s and, in turn, a Portfolio’s expense ratio. The Adviser may be subject to conflicts of interest in selecting shares of Underlying Portfolios for redemption and in deciding whether and when to redeem such shares. In addition, the Adviser may have an incentive to continue to invest a Portfolio’s assets in an underperforming Underlying Portfolio to protect the Underlying Portfolio from large-scale outflows, even when the portfolio managers believe that such an investment is not in the best interests of the Portfolio.

 

Consistent with its fiduciary duties, the Adviser seeks to implement each Portfolio’s and each affiliated Underlying Portfolio’s investment program in a manner that is in the best interest of that Portfolio and affiliated Underlying Portfolio and that is consistent with its investment objective, policies, and strategies.

 

Certain Conflicts Related to the Adviser’s Insurance Company Affiliates

 

The Portfolios are available through Contracts offered by insurance company Affiliates of the Adviser. The performance of a Portfolio may impact the obligations and financial exposure of the Adviser’s insurance company Affiliates under any death benefit, income benefit and other guarantees provided through Contracts that offer the Portfolio as an investment option, and the ability of an insurance company Affiliate to manage (e.g., through the use of various hedging techniques) the risks associated with these benefits and guarantees. The Adviser’s investment decisions and the design of the Portfolios may be influenced by these factors. For

 

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example, the Portfolios or models and strategies may be managed or designed in a manner (e.g., using more conservative or less volatile investment styles, including volatility management strategies) that could reduce potential losses and/or mitigate financial risks to insurance company Affiliates that provide the benefits and guarantees and offer the Portfolios as investment options in their products, and also could facilitate such an insurance company’s ability to provide benefits and guarantees under its Contracts, including by making more predictable the costs of the benefits and guarantees and by reducing the regulatory capital needed to provide them. The financial benefits to the Adviser’s insurance company Affiliates may be material.

 

A significant percentage of a Portfolio’s shares may be owned or controlled by the Adviser and/or its Affiliates or other large shareholders, including primarily insurance company separate accounts and qualified plans. Accordingly, a Portfolio is subject to the potential for large-scale inflows and outflows as a result of purchases and redemptions of its shares by such shareholders, including in connection with substitution and other transactions by Affiliates of the Adviser. These inflows and outflows could negatively affect a Portfolio’s net asset value, performance, and ability to meet shareholder redemption requests and could cause a Portfolio to purchase or sell securities at a time when it would not normally do so. In addition, large-scale outflows could result in a Portfolio’s current expenses being allocated over a smaller asset base, which, depending on any applicable expense caps, could lead to an increase in the Portfolio’s expense ratio. The Adviser or its Affiliates may be subject to potential conflicts of interest in selecting shares of Portfolios for redemption and in deciding whether and when to redeem such shares.

 

The Portfolios or other portfolios for which the Adviser serves as investment adviser may be used as variable insurance trusts for unaffiliated insurance companies’ insurance products. These unaffiliated insurance companies have financial arrangements (which may include revenue sharing arrangements) with the Adviser’s insurance company Affiliates. These financial arrangements could create an incentive for the Adviser, in its selection process, to favor Underlying Portfolios and Underlying ETFs that are affiliated with these unaffiliated insurance companies.

 

Consistent with its fiduciary duties, the Adviser seeks to implement each Portfolio’s investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolio’s investment objective, policies and strategies described in detail in this Prospectus.

 

Sales Incentives and Certain Related Conflicts Arising from the Adviser’s and its Affiliates’ Financial and Other Relationships with Financial Intermediaries are described in the sections entitled “Payments to Broker-Dealers and Other Financial Intermediaries” and “Compensation to Financial Intermediaries.”

 

Legal Proceedings

 

In November 2010, the Trust and several of its portfolios (the “Named Portfolios”) (but not the Portfolios described in this Prospectus) were named as defendants and putative members of the proposed defendant class of contractholders in a lawsuit brought by The Official Committee of Unsecured Creditors of Tribune Company (the “Committee”) in the United States Bankruptcy Court for the District of Delaware regarding Tribune Company’s Chapter 11 bankruptcy proceeding (In re Tribune Company). The lawsuit relates to amounts paid to the Trust and the Named Portfolios, as holders of publicly-traded shares of Tribune Company, which were components of certain broad-based securities market indices, for which there were public tender offers during 2007. The suit seeks return of the share price received by Tribune Company shareholders in the tender offers plus interest and attorneys’ fees and expenses.

 

The Committee’s suit (“Committee Suit”) was consolidated with a number of related lawsuits filed by Tribune noteholders (“Noteholder Suits”) and retiree participants in certain Tribune-defined compensation plans (“Retiree Suits”) around the United States into a single multi-district litigation proceeding in the United States District Court for the Southern District of New York (the “U.S. District Court”) (In re: Tribune Company Fraudulent Conveyance Litigation).

 

The lawsuits do not allege any misconduct by the Trust or the Named Portfolios.

 

On December 19, 2019, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) affirmed the dismissal of the Noteholder and Retiree Suits. On January 2, 2020, the Noteholders and Retirees moved for rehearing of the Second Circuit’s December 19, 2019 decision. The Second Circuit denied the motion for rehearing on February 6, 2020.

 

On July 7, 2020, the Noteholders and Retirees filed a joint petition with the United States Supreme Court for a writ of certiorari reversing the Second Circuit’s December 19, 2019 decision and reinstating the Noteholder and Retiree Suits. The U.S. Supreme Court denied the petition for a writ of certiorari on April 19, 2021. Accordingly, the dismissal of the Noteholder and Retiree Suits is final, and the Noteholder and Retiree Suits have been concluded.

 

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On January 7, 2020, the Tribune Litigation Trust, successor to the Committee, filed its appeal with the Second Circuit seeking to reverse: (a) the January 2017 dismissal of its intentional fraudulent transfer claim; and (b) the April 2019 denial of its motion for leave to add a constructive fraudulent transfer claim. The defense group filed its opposition brief with the Second Circuit on April 27, 2020. Oral argument occurred on August 24, 2020. The Second Circuit has not yet ruled on the Litigation Trust’s appeal.

 

As of the date of this Prospectus, all matters pending before the U.S. District Court have been concluded and the multi-district litigation proceeding has been closed, subject only to further appellate proceedings at the Second Circuit and beyond.

 

The Trust cannot predict the outcome of these lawsuits. If the lawsuits were to be decided or settled in a manner adverse to the Named Portfolios, the payment of such judgments or settlements could have an adverse effect on each Named Portfolio’s net asset value. However, no liability for litigation relating to this matter has been accrued in the financial statements of the Named Portfolios, as the Adviser believes a loss is not probable.

    

 

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6. Portfolio Services

 

 

Buying and Selling Shares

 

Each Portfolio offers Class IB and Class K shares. All shares are purchased and sold at their net asset value without any sales load. The Portfolios are not designed for market-timers, see the section entitled “Purchase and Redemption Restrictions on Market-Timers and Active Traders” below.

 

The price at which a purchase or sale is effected is based on the next calculation of net asset value after an order is received and accepted by a Portfolio or its designated agent. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. The Portfolios typically expect to meet redemption requests by paying out available cash or proceeds from selling portfolio holdings, which may include cash equivalent portfolio holdings. Redemption methods also may include redeeming in kind under appropriate circumstances, such as in connection with transactions involving the substitution of shares of one Portfolio (the replacement portfolio) for shares of another Portfolio (the replaced portfolio) held by insurance company separate accounts to fund Contracts.

 

Restrictions on Buying and Selling Shares

 

Purchase Restrictions

 

The Portfolios reserve the right to suspend or change the terms of purchasing shares.

 

Purchase and Redemption Restrictions on Market-Timers and Active Traders

 

The Trust, on behalf of each Portfolio, believes that it is in the best interests of its long-term investors to discourage frequent purchases, redemptions, exchanges and transfers (referred to collectively as “frequent trading”) of Portfolio shares. If you intend to trade frequently and/or use market timing investment strategies, you should not purchase these Portfolios.

 

Frequent trading of Portfolio shares, including market timing and other program trading or short-term trading strategies, may be disruptive to the Portfolios. Frequent trading may adversely affect Portfolio performance and the interests of long-term investors by, among other things, requiring a Portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a Portfolio may have to sell its holdings to have the cash necessary to redeem the market timer’s shares. This can happen when it is not advantageous to sell any securities, so the Portfolio’s performance may be hurt. When large dollar amounts are involved, frequent trading can also make it difficult to use long-term investment strategies because a Portfolio cannot predict how much cash it will have to invest, and the Portfolio’s portfolio management team may have to allocate a significant amount of assets to cash and other short-term investments or sell investments, rather than maintaining investments selected to achieve the Portfolio’s investment objective. In addition, frequent trading of Portfolio shares may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a Portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of frequent trading.

 

To the extent that a Portfolio (or an Underlying Portfolio or Underlying ETF in which a Portfolio invests) invests a significant portion of its assets in foreign securities, it will tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than funds that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. market. This short-term arbitrage activity can reduce the return received by long-term investors. The Portfolios will seek to minimize these opportunities by using fair value pricing, as described in “How Portfolio Shares are Priced” below.

 

In addition, to the extent that a Portfolio (or an Underlying Portfolio or Underlying ETF in which a Portfolio invests) invests in securities that are, or may be, restricted, unlisted, traded infrequently, thinly traded, or relatively illiquid, it also may be vulnerable to market timing and short-term trading strategies. Traders using such strategies may seek to take advantage of a possible differential between the last available market prices for one or more of those relatively illiquid securities that are used to calculate the value of the Portfolio’s shares and the latest indications of market values for those securities. For example, high-yield securities may present opportunities for short-term trading strategies because the market for such securities may be less liquid than the market for higher quality securities, which could result in pricing inefficiencies. One of the objectives of the Trust’s fair value pricing procedures, as described in “How Portfolio Shares are Priced” below, is to minimize the possibilities of this type of arbitrage; however, there can be no assurance that the Trust’s valuation procedures will be successful in eliminating it.

 

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The Trust has adopted certain policies and procedures discussed below to discourage what it considers to be frequent trading. For Contractholders who have invested in shares of a Portfolio through an insurance company separate account, frequent trading includes frequent transfers between the Portfolios available through the policy or contract. The Trust and the Portfolios discourage frequent trading of Portfolio shares by Contractholders and will not make special arrangements to accommodate such trading. As a general matter, the Trust and each Portfolio reserve the right to reject any transfer request that they believe, in their sole discretion, is disruptive (or potentially disruptive) to the management of the Portfolio.

 

If EIM, on behalf of the Trust, determines that a Contractholder’s transfer patterns are disruptive to the Trust’s Portfolios, EIM or an affiliate may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. EIM or an affiliate may also refuse to act on transfer instructions of an agent acting under a power of attorney who is acting on behalf of more than one owner. In making these determinations, EIM or an affiliate may consider the combined transfer activity of Contracts that it believes are under common ownership, control or direction.

 

The Trust currently considers transfers into and out of (or vice versa) the same Portfolio within a five-business day period as potentially disruptive trading activity. In order to reduce disruptive trading activity, the Trust monitors the frequency of transfers, including the size of transfers in relation to portfolio assets, in the Portfolios. The Trust aggregates inflows and outflows for each Portfolio on a daily basis. When a potentially disruptive transfer into or out of a Portfolio occurs on a day when the Portfolio’s net inflows and outflows exceed an established monitoring threshold, EIM or an affiliate sends a letter to the Contractholder explaining that there is a policy against disruptive trading activity and that if such activity continues, EIM or an affiliate may take the actions described above to restrict the availability of voice, fax and automated transaction services. If such Contractholder is identified a second time as engaging in potentially disruptive trading activity, EIM or an affiliate currently will restrict the availability of voice, fax and automated transaction services. EIM or an affiliate currently will apply such action for the remaining life of each affected Contract. Because EIM or an affiliate exercises discretion in determining whether or not to take the actions discussed above, some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of the frequent transfer activity. Although Contractholders who have engaged in disruptive trading activity currently receive letters notifying them of EIM’s or an affiliate’s intention to restrict access to communication services, such letters may not continue to be provided in the future.

 

The policies and procedures described above also apply to retirement plan participants.

 

The policies and procedures described above do not apply to funds of funds managed by EIM. The Trust generally does not consider trading activity by any funds of funds managed by EIM or trading activity associated with approved asset allocation programs to be disruptive trading activity.

 

The Trust seeks to apply its policies and procedures to all Contractholders, including Contractholders whose accounts are held through any omnibus accounts, uniformly. It should be recognized, however, that such policies and procedures are subject to limitations:

 

 

There is no assurance that the methods described above will prevent frequent trading or other trading that may be deemed disruptive. The Trust’s procedures do not eliminate the possibility that frequent trading will occur or that Portfolio performance will be affected by such activity.

 

 

The design of such policies and procedures involves inherently subjective judgments, which EIM and its affiliates, on behalf of the Trust, seek to make in a fair and reasonable manner consistent with the interests of all Contractholders.

 

 

The limits on the ability to monitor potentially disruptive trading mean that some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent trading while others will bear the effect of such trading.

 

Consistent with seeking to discourage potentially disruptive trading, EIM, or an affiliate thereof, or the Trust also may, in its sole discretion and without further notice, change what it considers potentially disruptive trading and its monitoring procedures and thresholds, as well as change its procedures to restrict such trading. You should consult the Contract prospectus that accompanies this Prospectus for information on other specific limitations on the transfer privilege.

 

EQ Advisors Trust   Portfolio Services   73


Notwithstanding our efforts, we may be unable to detect or deter market timing activity by certain persons, which can lead to disruption of management of, and excess costs to, a particular Portfolio.

 

Selling Restrictions

 

The table below describes restrictions placed on selling shares of the Portfolios described in this Prospectus.

 

   
Restriction   Situation
A Portfolio may suspend the right of redemption or postpone payment for more than 7 days:  

•  When the New York Stock Exchange is closed (other than a weekend/holiday).

•  When trading is restricted by the SEC.

•  When the SEC declares that an emergency exists.

•  Any other period permitted by the SEC.

A Portfolio may pay the redemption price in whole or part by a distribution in kind of readily marketable securities in lieu of cash or may take up to 7 days to pay a redemption request in order to raise capital:  

•  When it is detrimental for a Portfolio to make cash payments as determined in the sole discretion of EIM.

 

How Portfolio Shares are Priced

 

“Net asset value” is the price of one share of a Portfolio without a sales charge, and is calculated each business day using the following formula:

 

Net Asset Value =   Total market value of securities + Cash and other assets – Liabilities
  Number of outstanding shares

 

The net asset value of Portfolio shares is determined according to this schedule:

 

 

A share’s net asset value is normally determined each day the New York Stock Exchange (“Exchange”) is open for trading as of 4:00 p.m. Eastern Time. In the event of an emergency or other disruption in trading on the Exchange, a share’s price would still normally be determined as of 4:00 p.m. Eastern Time.

 

 

The price for purchasing or redeeming a share will be based upon the net asset value next calculated after an order is received and accepted by a Portfolio or its designated agent

 

 

A Portfolio may have net asset value changes on days when shares cannot be purchased or sold because it invests in Underlying Portfolios that may invest heavily in foreign securities which sometimes trade on days when a Portfolio’s shares are not priced.

 

Shares of the Underlying Portfolios are valued at their net asset value. Generally, other portfolio securities and other assets of the Portfolios as well as the portfolio securities and assets of the affiliated Underlying Portfolios are valued as follows:

 

 

Equity securities (including securities issued by ETFs) — most recent sales price or official closing price or if there is no sale or official closing price, latest available bid price.

 

 

Debt securities — based upon pricing service valuations. Debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost.

 

 

Convertible bonds and unlisted convertible preferred stocks — valued at prices obtained from a pricing service for such instruments or, if a pricing service is not available, at bid prices obtained from one or more of the major dealers in such bonds or stocks. Where there is a discrepancy between dealers, values may be adjusted based on recent premium spreads to the underlying common stocks. Convertible bonds may be matrix-priced based upon the conversion value to the underlying common stocks and market premiums.

 

 

Securities traded on foreign exchanges — most recent sales or bid price on the foreign exchange or market, unless a significant event or circumstance occurs after the close of that market or exchange that may materially affect its value. In that

 

74   Portfolio Services   EQ Advisors Trust


 

case, the security will be valued using the fair value procedures by or under the direction of the Trust’s Board of Trustees at the close of regular trading on the Exchange. Foreign currency is converted into U.S. dollar equivalent daily at current exchange rates.

 

 

Options — for exchange-traded options, last sales price or, if not available, previous day’s sales price. If the bid price is higher or the asked price is lower than the sales price, the higher bid or lower asked price may be used. Options not traded on an exchange or actively traded are valued according to fair value methods.

 

 

Futures — last settlement price or, if there is no sale, latest available bid price.

 

 

Investment company securities — shares of open-end mutual funds (other than ETFs) held by a Portfolio will be valued at the net asset value of the shares of such funds as described in the funds’ prospectuses.

 

 

Repurchase agreements and reverse repurchase agreements — valued at original cost (par) plus accrued interest. Other pricing methods may be utilized such as amortized cost depending on the features of the instruments.

 

 

Swaps — utilize prices provided by approved pricing services.

 

Securities and assets for which market quotations are not readily available, for which valuation cannot be provided or for which events or circumstances occurring after the close of the relevant market or exchange materially affect their value are valued pursuant to the fair value procedures in good faith by or under the direction of the Trust’s Board of Trustees. For example, a security whose trading has been halted during the trading day may be fair valued based on the available information at the time of the close of the trading market. Similarly, securities for which there is no ready market (e.g., securities of certain small capitalization issuers, high yield securities and securities of certain issuers located in emerging markets) also may be fair valued. Some methods for valuing these securities may include: fundamental analysis (earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities.

 

Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined, such as foreign securities trading on foreign exchanges that may close before the time the net asset value is determined, may be reflected in the Trust’s calculation of net asset values for each applicable portfolio when the Trust deems that the particular event or circumstance would materially affect such portfolio’s net asset value. Such events or circumstances may be company specific, such as an earnings report, country or region specific, such as a natural disaster, or global in nature. Such events or circumstances also may include price movements in the U.S. securities markets.

 

The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Trust’s Board of Trustees believes will reflect fair value. As such, fair value pricing is based on subjective judgments and it is possible that fair value may differ materially from the value realized on a sale. This policy is intended to assure that a Portfolio’s net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a Portfolio’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a Portfolio’s net asset value by those traders.

 

For an explanation of the circumstances under which the unaffiliated Underlying Portfolios and Underlying ETFs will use fair value pricing and the effects of using fair value pricing, see the unaffiliated Underlying Portfolios’ and Underlying ETFs’ prospectuses and statements of additional information.

 

Dividends and Other Distributions

 

Each Portfolio generally distributes most or all of its net investment income and its net realized gains, if any, annually. Dividends and other distributions by a Portfolio are automatically reinvested at net asset value in shares of the distributing class of that Portfolio.

 

Tax Consequences

 

Each Portfolio is treated as a separate corporation, and intends to qualify each taxable year to be treated as a regulated investment company (“RIC”), for federal income tax purposes. A Portfolio will be so treated if it meets specified federal income

 

EQ Advisors Trust   Portfolio Services   75


tax requirements, including requirements regarding types of investments, diversification limits on investments, types of income, and distributions. To comply with all these requirements may, from time to time, necessitate a Portfolio’s disposition of one or more investments when it might not otherwise do so. A RIC that satisfies the federal tax requirements is not taxed at the entity (Portfolio) level to the extent it passes through its net income and net realized gains to its shareholders by making distributions. Although the Trust intends that each Portfolio will be operated to have no federal tax liability, if any Portfolio does have any federal tax liability, that would hurt its investment performance. Also, to the extent that a Portfolio invests in foreign securities or holds foreign currencies, that Portfolio could be subject to foreign taxes that would reduce its investment performance.

 

It is important for each Portfolio to maintain its RIC status (and to satisfy certain other requirements), because the shareholders of a Portfolio that are insurance company separate accounts will then be able to use a “look-through” rule in determining whether those accounts meet the investment diversification rules applicable to them. If a Portfolio failed to meet those diversification rules, owners of non-pension plan Contracts indirectly funded through that Portfolio would be taxed immediately on the accumulated investment earnings under their Contracts and would lose any benefit of tax deferral. EIM, in its capacity as the Adviser of the Trust, therefore carefully monitors each Portfolio’s compliance with all of the RIC requirements and separate account investment diversification rules.

 

Contractholders seeking to more fully understand the tax consequences of their investment should consult with their tax advisers or the insurance company that issued their Contract or refer to their Contract prospectus.

 

Fund Distribution Arrangements

 

The Portfolios are distributed by Equitable Distributors, LLC (the “Distributor”), an affiliate of EIM. The Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority (“FINRA”). The Trust has adopted a Distribution Plan under Rule 12b-1 under the 1940 Act for the Portfolios’ Class IB shares. Under the Distribution Plan, Class IB shares are charged a distribution and/or service (12b-1) fee to compensate the Distributor for promoting, selling and servicing shares of the Portfolios. The distribution and/or service (12b-1) fee may be retained by the Distributor or used to pay financial intermediaries for similar services. The maximum distribution and/or service (12b-1) fee for a Portfolio’s Class IB shares is equal to an annual rate of 0.25% of the average daily net assets of the Portfolio attributable to Class IB shares. Because these fees are paid out of the respective Portfolio’s assets on an ongoing basis, over time, these fees for Class IB shares will increase the cost of your investment and may cost you more than paying other types of charges.

 

The Distributor may receive payments from certain investment advisers or Sub-Advisers of the Underlying Portfolios and Underlying ETFs or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the Contracts and/or the investment advisers’ or Sub-Advisers’ respective Underlying Portfolios and Underlying ETFs. These sales meetings or seminar sponsorships may provide the investment advisers or Sub-Advisers with increased access to persons involved in the distribution of the Contracts. The Distributor also may receive other marketing support from the investment advisers or Sub-Advisers in connection with the distribution of the Contracts. These payments may provide an incentive to the Adviser in selecting one Sub-Adviser over another or a disincentive for the Adviser to recommend the termination of such Sub-Advisers.

 

Compensation to Financial Intermediaries

 

In addition to the distribution and service fees paid by the Portfolios, the Distributor or the Adviser (or one of their affiliates) may make payments out of its own resources to provide additional compensation to selected affiliated and unaffiliated sponsoring insurance companies (or their affiliates) or other financial intermediaries (collectively, “financial intermediaries”). These payments may create an incentive for a financial intermediary or its representatives to recommend or offer shares of the Portfolios or insurance products for which a Portfolio serves as an underlying investment. Such payments, which are sometimes referred to as “revenue sharing,” may be calculated by reference to the gross or net sales by such person, the average net assets of shares held by the customers of such person, the number of accounts of the Portfolios attributable to such person, on the basis of a flat fee or a negotiated lump sum payment for services provided, or otherwise.

 

The additional payments to such financial intermediaries are negotiated based on a number of factors including, but not limited to, quality of service, reputation in the industry, ability to attract and retain assets, target markets, customer relationships,

 

76   Portfolio Services   EQ Advisors Trust


and relationship with the Distributor or its affiliates. No one factor is determinative of the type or amount of additional compensation to be provided. The amount of these payments, as determined from time to time by the Distributor or the Adviser (or an affiliate) in its sole discretion, may be different for different financial intermediaries. The compensation arrangements described in this section are not mutually exclusive, and a single financial intermediary may receive multiple types of compensation. These additional payments are made by the Adviser, the Distributor or their respective affiliates and do not increase the amount paid by you or the Portfolios as shown under the heading “Fees and Expenses of the Portfolio” in the Portfolio summaries in this Prospectus.

 

Payments by the Distributor and/or the Adviser (and their affiliates) to financial intermediaries may include payments for providing recordkeeping services with respect to certain groups of investors in the Portfolios, including Contract owners that allocate contract value indirectly to one or more Portfolios (collectively referred to as “subaccounting” services, and Contract owners and other investors as “investors”). The subaccounting services typically include: (i) maintenance of master accounts with the Portfolios (e.g., recordkeeping for insurance company separate accounts investing in the Portfolios); (ii) tracking, recording and transmitting net purchase and redemption orders for Portfolio shares; (iii) establishing and maintaining investor accounts and records; (iv) recording investor account balances and changes thereto; (v) distributing redemption proceeds and transmitting net purchase payments and arranging for the wiring of funds; (vi) reconciling purchase and redemption activity and dividend and distribution payments between a master account and the Portfolios; (vii) maintaining and preserving records related to the purchase, redemption and other account activity of investors; (viii) providing statements to investors; (ix) furnishing proxy materials, periodic fund reports, prospectuses and other communications to investors as required; (x) assisting with proxy solicitations on behalf of the Portfolios, including soliciting and compiling voting instructions from Contract owners; (xi) responding to inquiries from investors about the Portfolios and (xii) providing information in order to assist the Portfolios in their compliance with state securities laws.

 

Such payments also may be made to provide additional compensation to financial intermediaries for various marketing support services, including, without limitation, providing periodic and ongoing education and training and support of financial intermediary personnel regarding the Portfolios and the financial planning needs of investors who purchase through financial intermediaries; adding the Portfolios to the list of underlying investment options in an insurance company’s variable products; disseminating to financial intermediary personnel information and product marketing materials regarding the Portfolios; explaining to financial intermediaries’ clients the features and characteristics of the Portfolios; conducting due diligence regarding the Portfolios; granting access (in some cases on a preferential basis over other competitors) to sales meetings, sales representatives and management representatives of the financial intermediary; and providing business planning assistance, marketing support, advertising and other services. The Distributor and its affiliates may make other payments or allow other promotional incentives to financial intermediaries to the extent permitted by SEC and FINRA rules and by other applicable laws and regulations.

 

The Distributor and its affiliates may make the payments described above in order to promote the sale of Portfolio shares and the retention of those investments by clients of insurance companies and other qualified investors. To the extent these financial intermediaries sell more shares of the Portfolios or retain shares of the Portfolios in their customers’ accounts, the Adviser, the Distributor and their affiliates may directly or indirectly benefit from the incremental management and other fees paid to the Adviser and the Distributor by the Portfolios with respect to those assets.

 

The Portfolios’ portfolio transactions are not used as a form of sales-related compensation to financial intermediaries that promote or sell shares of the Portfolios and the promotion or sale of such shares is not considered as a factor in the selection of broker-dealers to execute the Portfolios’ portfolio transactions. The Adviser places each Portfolio’s portfolio transactions with broker-dealer firms based on the firm’s ability to provide the best net results from the transaction to the Portfolio. To the extent that the Adviser determines that a financial intermediary can provide a Portfolio with the best net results, the Adviser may place the Portfolio’s portfolio transactions with the financial intermediary even though it sells or has sold shares of the Portfolio.

 

You can find further information in the SAI about the payments made by the Distributor, the Adviser, or their affiliates and the services provided by your financial intermediary. You can also ask your financial intermediary about any payments it receives from the Distributor, the Adviser, or their affiliates (and any conflicts of interest that such payments may create) and any services your financial intermediary provides, as well as about fees and/or commissions it charges. Your financial intermediary may charge you fees or commissions in addition to those disclosed in this Prospectus. Financial intermediaries may categorize and disclose these arrangements to their clients and to members of the public in a manner different from the disclosures in this Prospectus and the SAI.

 

EQ Advisors Trust   Portfolio Services   77


7. Financial Highlights

 

 

Because the Portfolios have not commenced operations as of the date of this Prospectus, financial highlights are not available for the Portfolios.

 

78   Financial Highlights   EQ Advisors Trust


 

 

 

 

If you would like more information about the Portfolios, the following documents (including a copy of this Prospectus) are available at the Trust’s website: www.equitable-funds.com, free of charge.

 

Annual and Semi-Annual Reports — Include more information about the Portfolios’ investments and performance. The reports usually include performance information, a discussion of market conditions and the investment strategies that significantly affected the Portfolios’ performance during the most recent fiscal period.

 

Statement of Additional Information (SAI) — Provides more detailed information about the Portfolios, has been filed with the Securities and Exchange Commission and is incorporated into this Prospectus by reference.

 

Portfolio Holdings Disclosure — A description of the Portfolios’ policies and procedures with respect to the disclosure of their portfolio securities holdings is available in the Portfolios’ SAI, which is available on the Portfolios’ website.

 

To order a free copy of the Portfolios’ SAI and/or Annual or Semi-Annual Report, or to request other information about a Portfolio or make other shareholder inquiries, contact your financial professional, or the Portfolios at:

 

EQ Advisors Trust

1290 Avenue of the Americas

New York, New York 10104

Telephone: 877-222-2144

 

Your financial professional or EQ Advisors Trust will also be happy to answer your questions or to provide any additional information that you may require.

 

Reports and other information about the Portfolios are available on the EDGAR database on the SEC’s Internet site at

 

http://www.sec.gov

 

Investors may also obtain copies of this information, after paying a duplicating fee, by electronic request at the following

E-mail address:

publicinfo@sec.gov

 

Each business day, the Portfolios’ net asset values are transmitted electronically to insurance companies that use the Portfolios as underlying investment options for Contracts.

 

EQ Advisors Trust

 

(Investment Company Act File No. 811-07953)

 

© 2021 EQ Advisors Trust


The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Subject to Completion

 

Preliminary Prospectus dated September 24, 2021

 

EQ Advisors TrustSM

 

Prospectus dated December     , 2021

 

 

 

This Prospectus describes one (1) Portfolio* offered by EQ Advisors Trust (the “Trust”) and the Class IB and Class K shares offered by the Trust on behalf of the Portfolio. This Prospectus contains information you should know before investing. Please read this Prospectus carefully before investing and keep it for future reference.

 

EQ/AB Sustainable U.S. Thematic Portfolio

 

  *

This Portfolio may be available as an investment in your variable life or annuity product. Please consult your product prospectus to see if the Portfolio is available under your contract.

 

 

The Securities and Exchange Commission and the Commodities Futures Trading Commission have not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

 

    

(203931)

 

EQ Advisors Trust


Table of contents

 

 

 

1. About the Investment Portfolio

     3  

EQ/AB Sustainable U.S. Thematic Portfolio

     3  

2. More Information on Fees and Expenses

     8  

Advisory Fees

     8  

Administration Fees

  

Expense Limitation Agreement

     8  

3. More Information on Strategies and Risks

     10  

Strategies

     10  

Risks

     12  

4. Management of the Trust

     23  

The Trust

     23  

The Adviser

     23  

The Sub-Adviser

     24  

Conflicts of Interest

     25  

Legal Proceedings

     27  

5. Fund Distribution Arrangements

     29  

6. Buying and Selling Shares

     31  

7. How Portfolio Shares are Priced

     33  

8. Dividends and Other Distributions and Tax Consequences

     35  

9. Glossary of Terms

     36  

10.  Financial Highlights

     37  

 

2   Table of contents   EQ Advisors Trust


1. About the Investment Portfolio

 

 

EQ/AB Sustainable U.S. Thematic Portfolio – Class IB and K Shares

 

Investment Objective: Seeks long-term growth of capital.

 

FEES AND EXPENSES OF THE PORTFOLIO

 

The following table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. The table below does not reflect any fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (“Contracts”), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

 

Shareholder Fees

(fees paid directly from your investment)

Not applicable.

 

 
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of
the value of your investment)
 
EQ/AB Sustainable U.S. Thematic
Portfolio
  Class IB
Shares
    Class K
Shares
 

Management Fee

    %       %  

Distribution and/or Service Fees
(12b-1 fees)

    0.25%       0.00%  

Other Expenses

    %     %

Total Annual Portfolio Operating Expenses

    %       %  

Fee Waiver and/or Expense Reimbursement†

    - %       - %  

Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement

    %       %  
*   Based on estimated amounts for the current fiscal year.
  Pursuant to a contract, Equitable Investment Management Group, LLC (the “Adviser”) has agreed to make payments or waive its and its affiliates’ management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2023 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Arrangement”) so that the annual operating expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, acquired fund fees and expenses, dividend and interest expenses on securities sold short, and extraordinary expenses not incurred in the ordinary course of the Portfolio’s business) do not exceed an annual rate of average daily net assets of     % for Class IB shares and     % for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by the Adviser at any time after April 30, 2023. The Adviser may be reimbursed the amount of any such payments or waivers in the future provided that the payments or waivers are reimbursed within three years of the payments or waivers being recorded and the Portfolio’s expense ratio, after the reimbursement is taken into account, does not exceed the Portfolio’s expense cap at the time of the waiver or the Portfolio’s expense cap at the time of the reimbursement, whichever is lower.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the Expense Limitation Arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions, whether you redeem or hold your shares, your costs would be:

 

     1 Year     3 Years  

Class IB Shares

  $         $      

Class K Shares

  $         $      

 

PORTFOLIO TURNOVER

 

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Portfolio’s performance. Because the Portfolio had not commenced investment operations as of the date of this Prospectus, it does not have portfolio turnover information for the prior fiscal year to report.

 

INVESTMENTS, RISKS, AND PERFORMANCE

 

Principal Investment Strategy: Under normal conditions, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of U.S. companies. The Portfolio’s Sub-Adviser employs a combination of “top-down” and “bottom-up” investment processes with the goal of identifying, based on its internal research and analysis, the most attractive U.S. companies that fit into sustainable investment themes.

 

Through its “top down” process, the Sub-Adviser identifies sustainable investment themes that are broadly consistent with achieving the United Nations Sustainable Development Goals (“SDGs”), which generally address challenges relating to economic prosperity, environmental sustainability, and social inclusion. The Sub-Adviser currently focuses on three primary investment themes — climate, health, and empowerment — but the focus may change over time based

 

EQ Advisors Trust   About the Investment Portfolio   3


EQ/AB Sustainable U.S. Thematic Portfolio (continued)

 

on the Sub-Adviser’s research. Within each of these primary investment themes, the Sub-Adviser identifies sub-themes to further determine the investment opportunities that meet the Portfolio’s criteria for sustainable investments. A company that derives at least 25% of its total revenues from activities that the Sub-Adviser believes are consistent with the achievement of the SDGs meets such criteria, although many of the companies in which the Portfolio invests derive a much greater portion of their revenues from such activities. Examples of sub-themes within climate currently include cleaner energy and resource efficiency, sanitation and recycling, and sustainable transportation. Examples of sub-themes within health currently include access to quality care, food security and clean water, medical innovation, and well being. Examples of sub-themes within empowerment currently include education and employment services, financial security and inclusion, information and communication technologies, and sustainable infrastructure. These primary investment themes and sub-themes are subject to change.

 

After the Sub-Adviser identifies a target universe of companies that meet the Portfolio’s criteria for sustainable investments, the Sub-Adviser engages in a detailed, “bottom-up” fundamental analysis of individual companies. The analysis focuses on a company’s financial strength and prospective earnings growth, quality of management and whether management is aligned with stakeholders, and valuation, and incorporates an evaluation of a company’s opportunities and risks relating to environmental, social and corporate governance (“ESG”) factors. ESG factors, which can vary across companies and industries, may include environmental impact, corporate governance, ethical business practices, diversity and employee practices, product safety, supply chain management, and community impact. While the Sub-Adviser emphasizes positive selection criteria over broad-based negative screens in assessing a company’s exposure to ESG factors, the Portfolio will not invest in companies that derive revenue from direct involvement in alcohol, coal, gambling, pornography, prisons, tobacco or weapons. The Portfolio seeks to own a portfolio of high quality companies whose products and services contribute to the achievement of one or more of the SDGs.

 

Engagement is also a core part of the Sub-Adviser’s investment process. The Sub-Adviser’s portfolio managers and research analysts engage directly with issuers, and such engagements may take place both before the initial investment is made and as part of the Sub-Adviser’s ongoing monitoring. During engagements the Sub-Adviser discusses strategy, business operations, governance, and a wide variety of other topics, including ESG factors, with company management.

 

The Portfolio generally invests in approximately 30 to 60 companies. The Portfolio may invest in companies of any size; however, it invests primarily in mid- to large-capitalization companies. For this Portfolio, issuers with market capitalization between $2 billion and $5 billion are considered mid-capitalization while those above $5 billion are considered large-capitalization.

 

The Portfolio may invest up to 10% of its assets in foreign securities, typically by investing in American Depositary Receipts and Global Depositary Receipts.

 

The Portfolio also may lend its portfolio securities to earn additional income.

 

Principal Risks: An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The value of your investment may fall, sometimes sharply, and you could lose money by investing in the Portfolio. There can be no assurance that the Portfolio will achieve its investment objective.

 

The following risks can negatively affect the Portfolio’s performance. The most significant risks as of the date of this Prospectus are listed first, followed by additional risks in alphabetical order.

 

Market Risk: The Portfolio is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect Portfolio performance. Securities markets also may experience long periods of decline in value. Changes in the financial condition of a single issuer can impact a market as a whole. Geo-political risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are major players on the world stage, may lead to instability in world economies and markets, may lead to increased market volatility, and may have adverse long-term effects. Events such as natural disasters, public health crises (such as epidemics and pandemics) and social unrest, and governments’ reactions to such events, could cause uncertainty in the markets and may adversely affect the performance of the global economy. Adverse market conditions may not have the same impact on all types of securities. In addition, markets and market-participants are increasingly reliant on information data systems. Inaccurate data, software or other

 

4   About the Investment Portfolio   EQ Advisors Trust


technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at-large.

 

Equity Risk: In general, the values of stocks and other equity securities fluctuate, and sometimes widely fluctuate, in response to changes in a company’s financial condition as well as general market, economic and political conditions and other factors.

 

ESG Considerations Risk: Consideration of ESG factors and sustainability criteria in the investment process may limit the types and number of investment opportunities available to the Portfolio, and therefore carries the risk that, under certain market conditions, the Portfolio may underperform funds that do not consider ESG factors or sustainability criteria. The integration of ESG and sustainability considerations may affect the Portfolio’s exposure to certain sectors or types of investments and may impact the Portfolio’s relative investment performance depending on whether such sectors or investments are in or out of favor in the market. A company’s ESG performance or the Sub-Adviser’s assessment of a company’s ESG performance may change over time, which could cause the Portfolio to temporarily hold securities that do not comply with the Portfolio’s criteria for sustainable investments. In evaluating a company, the Sub-Adviser is dependent upon information or data obtained through voluntary or third-party reporting that may be incomplete, inaccurate or unavailable, which could cause the Sub-Adviser to incorrectly assess a company’s ESG performance. Successful application of the Portfolio’s ESG and sustainability considerations will depend on the Sub-Adviser’s skill in properly identifying and analyzing material ESG and sustainability issues. In addition, it is possible that a company that derives at least 25% of its total revenues from activities that the Sub-Adviser believes are consistent with the achievement of the SDGs may have some exposure to product lines or businesses that do not meet the SDGs.

 

Large-Cap Company Risk: Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes, which may lead to a decline in their market price. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Mid-Cap Company Risk: Mid-cap companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies, all of which can negatively affect their value.

 

Portfolio Management Risk: The Portfolio is subject to the risk that strategies used by an investment manager and its securities selections fail to produce the intended results. An investment manager’s judgments or decisions about the quality, relative yield or value of, or market trends affecting, a particular security or issuer, industry, sector, region or market segment, or about the economy or interest rates, may be incorrect or otherwise may not produce the intended results, which may result in losses to the Portfolio. In addition, many processes used in Portfolio management, including security selection, rely, in whole or in part, on the use of various technologies. The Portfolio may suffer losses if there are imperfections, errors or limitations in the quantitative, analytic or other tools, resources, information and data used, or the analyses employed or relied on, by an investment manager, or if such tools, resources, information or data are used incorrectly, fail to produce the desired results, or otherwise do not work as intended. There can be no assurance that the use of these technologies will result in effective investment decisions for the Portfolio.

 

Focused Portfolio Risk: The Portfolio employs a strategy of investing in the securities of a limited number of companies. As a result, the Portfolio may incur more risk because changes in the value of a single security may have a more significant effect, either positive or negative, on the Portfolio’s net asset value. A portfolio using such a focused investment strategy may experience greater performance volatility than a portfolio that is more broadly invested.

 

Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks in addition to those associated with investments in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision and regulation than U.S. markets, and it may take more time to clear and settle trades involving foreign securities, which could negatively impact the Portfolio’s investments and cause it to lose money. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices, as well as trade barriers and other protectionist trade policies (including those of the U.S.), governmental instability, or other political or economic actions, also may

 

EQ Advisors Trust   About the Investment Portfolio   5


EQ/AB Sustainable U.S. Thematic Portfolio (continued)

 

adversely impact security values. World markets, or those in a particular region, may all react in similar fashion to important economic, political or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile. Regardless of where a company is organized or its stock is traded, its performance may be significantly affected by events in regions from which it derives its profits or in which it conducts significant operations.

 

New Portfolio Risk: The Portfolio is newly or recently established and has limited operating history. The Portfolio may not be successful in implementing its investment strategy, and there can be no assurance that the Portfolio will grow to or maintain an economically viable size, which could result in the Portfolio being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders. Until the Portfolio is fully capitalized, it may be unable to pursue its investment objective or execute its principal investment strategies.

 

Sector Risk: From time to time, based on market or economic conditions, the Portfolio may have significant positions in one or more sectors of the market. To the extent the Portfolio invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly affect those sectors. Individual sectors may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events.

 

Securities Lending Risk: The Portfolio may lend its portfolio securities to seek income. There is a risk that a borrower may default on its obligations to return loaned securities. The Portfolio will be responsible for the risks associated with the investment of cash collateral and may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet obligations to the borrower. Securities lending may introduce leverage into the Portfolio. In addition, delays may occur in the recovery of loaned securities from borrowers, which could interfere with the Portfolio’s ability to vote proxies or to settle transactions.

 

Risk/Return Bar Chart and Table

 

The Portfolio is newly offered. Performance information will be available in the Prospectus after the Portfolio has been in operation for one full calendar year.

 

WHO MANAGES THE PORTFOLIO

 

Investment Adviser: Equitable Investment Management Group, LLC (“EIM” or the “Adviser”)

 

Portfolio Managers: The members of the team that are jointly and primarily responsible for the selection, monitoring and oversight of the Portfolio’s Sub-Adviser are:

 

Name   Title   Date Began
Managing
the Portfolio

Kenneth T. Kozlowski, CFP®, CLU, ChFC

 

Executive

Vice President and

Chief Investment Officer of

EIM

  [    ] 2022

Alwi Chan, CFA®

 

Senior Vice President

and Deputy

Chief Investment Officer

of EIM

  [    ] 2022

 

Sub-Adviser: AllianceBernstein L.P. (“AllianceBernstein” or the “Sub-Adviser”)

 

Portfolio Managers: The members of the team that are jointly and primarily responsible for the securities selection, research and trading for the Portfolio are:

 

Name   Title   Date Began
Managing
the Portfolio

Daniel C. Roarty

  Senior Vice President of AllianceBernstein   [    ] 2022

Benjamin Ruegsegger

  Senior Vice President of AllianceBernstein   [    ] 2022

 

The Adviser has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Sub-Advisers and amend sub-advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Adviser may not enter into a sub-advisory agreement on behalf of the Portfolio with an “affiliated person” of the Adviser, such as AllianceBernstein L.P., unless the sub-advisory agreement is approved by the Portfolio’s shareholders. The Adviser is responsible for overseeing Sub-Advisers and recommending their hiring, termination and replacement to the Board of Trustees.

 

6   About the Investment Portfolio   EQ Advisors Trust


PURCHASE AND REDEMPTION OF PORTFOLIO SHARES

 

The Portfolio’s shares are currently sold only to insurance company separate accounts in connection with Contracts issued by Equitable Financial Life Insurance Company (“Equitable Financial” or other affiliated or unaffiliated insurance companies and to The Equitable 401(k) Plan. Shares also may be sold to other portfolios managed by EIM that currently sell their shares to such accounts and to other investors eligible under applicable federal income tax regulations. Class K shares of the Portfolio are sold only to other portfolios of the Trust, portfolios of EQ Premier VIP Trust and certain group annuity plans.

 

The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day (which typically is any day the New York Stock Exchange is open) upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.

 

TAX INFORMATION

 

The Portfolio’s shareholders are (or may include) insurance company separate accounts and other investors eligible under applicable federal income tax regulations. Distributions made by the Portfolio to such an account, and exchanges and redemptions of Portfolio shares made by such an account, ordinarily do not cause the holders of underlying Contracts to recognize income or gain for federal income tax purposes at the time of the distributions, exchanges or redemptions; the holders generally are taxed only on amounts they withdraw from their Contract. See the prospectus for your Contract for further tax information.

 

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

 

This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts and to other eligible investors. The Portfolio and the Adviser and its affiliates may make payments to sponsoring insurance companies (and their affiliates) or other financial intermediaries for distribution and/or other services. These payments may create a conflict of interest by influencing an insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments. Ask your financial adviser or visit your financial intermediary’s website for more information.

    

 

EQ Advisors Trust   About the Investment Portfolio   7


2. More information on fees and expenses

 

 

 

Advisory Fees

 

The Portfolio pays a fee to the Adviser for management services. The contractual rate of the advisory fee (as an annual percentage of the Portfolio’s average daily net assets) payable by the Portfolio is:

 

First
$     Million
  

Next

$     Million

    

Next

$     Billion

    

Next

$     Billion

     Thereafter  
           

 

The Sub-Adviser is paid by the Adviser. Changes to the sub-advisory fee may be negotiated, which could result in an increase or decrease in the amount of the advisory fee retained by the Adviser, without shareholder approval. However, any amendment to an investment advisory agreement between the Adviser and the Trust that would result in an increase in the advisory fee rate specified in that agreement (i.e., the aggregate advisory fee) charged to the Portfolio will be submitted to shareholders for approval.

 

A discussion of the basis for the decision by the Trust’s Board of Trustees to approve the investment advisory and sub-advisory agreements with respect to the Portfolio will be available in the Trust’s Semi-Annual Report to Shareholders for the period ending June 30, 2022.

 

Administration Fees

 

Equitable Investment Management, LLC (“Administrator”), 1290 Avenue of the Americas, New York, New York 10104, serves as the Administrator of the Trust. The administrative services provided to the Trust by the Administrator include, among others, coordination of the Trust’s audit, financial statements and tax returns; expense management and budgeting; legal administrative services and compliance monitoring; portfolio accounting services, including daily net asset value accounting; operational risk management; and assistance with the administration of the Trust’s proxy voting policies and procedures and anti-money laundering program. For these administrative services, the Portfolio pays the Administrator its proportionate share of an asset-based administration fee, subject to a minimum annual fee of $30,000. The asset-based administration fee is equal to an annual rate of 0.100% of the first $30 billion of the aggregate average daily net assets of the Single-Advised Portfolios (as defined in the paragraph immediately below); 0.0975% of the next $10 billion; 0.0950% of the next $5 billion; 0.0775% of the next $10 billion; 0.0750% of the next $30 billion; and 0.0725% thereafter.

 

For purposes of calculating the asset-based administration fee, the assets of the Portfolio are aggregated with the assets of the following portfolios of the Trust, which are also managed by EIM and which are offered in other prospectuses: 1290 VT Convertible Securities Portfolio, 1290 VT Doubleline Dynamic Allocation Portfolio, 1290 VT Doubleline Opportunistic Bond Portfolio, 1290 VT Equity Income Portfolio, 1290 VT GAMCO Mergers & Acquisitions Portfolio, 1290 VT GAMCO Small Company Value Portfolio, 1290 VT Low Volatility Global Equity Portfolio, 1290 VT Multi-Alternative Strategies Portfolio, 1290 VT Natural Resources Portfolio, 1290 VT Real Estate Portfolio, 1290 VT SmartBeta Equity Portfolio, 1290 VT Socially Responsible Portfolio, EQ/AB Short Duration Government Bond Portfolio, EQ/American Century Mid Cap Value Portfolio, EQ/Capital Group Research Portfolio, EQ/ClearBridge Large Cap Growth Portfolio, EQ/Loomis Sayles Growth Portfolio, EQ/Value Equity Portfolio, EQ/Common Stock Index Portfolio, EQ/Core Bond Index Portfolio, EQ/Equity 500 Index Portfolio, EQ/lnternational Equity Index Portfolio, EQ/lntermediate Government Bond Portfolio, EQ/lnvesco Comstock Portfolio, EQ/JPMorgan Value Opportunities Portfolio, EQ/Janus Enterprise Portfolio, EQ/Large Cap Growth Index Portfolio, EQ/Large Cap Value Index Portfolio, EQ/MFS International Growth Portfolio, EQ/MFS Technology Portfolio, EQ/Mid Cap Index Portfolio, EQ/Money Market Portfolio, EQ/Invesco Global Portfolio, EQ/PIMCO Global Real Return Portfolio, EQ/PIMCO Ultra Short Bond Portfolio, EQ/Small Company Index Portfolio, EQ/T. Rowe Price Growth Stock Portfolio, EQ/Fidelity Institutional AM® Large Cap Portfolio, EQ/Franklin Rising Dividends Portfolio, EQ/Goldman Sachs Mid Cap Value Portfolio, EQ/Invesco Global Real Assets Portfolio, EQ/Invesco International Growth Portfolio, EQ/Wellington Energy Portfolio, EQ/MFS Mid Cap Focused Growth Portfolio, EQ/Lazard Emerging Markets Equity Portfolio, EQ/MFS International Intrinsic Value Portfolio, EQ/MFS Utilities Series Portfolio, EQ/T. Rowe Price Health Sciences Portfolio, EQ/Franklin Strategic Income Portfolio, EQ/PIMCO Real Return Portfolio, EQ/PIMCO Total Return Portfolio, and EQ/Long-Term Bond Portfolio (collectively, the “Single-Advised Portfolios”).

 

Expense Limitation Agreement

 

In the interest of limiting through April 30, 2023 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) the expenses of the Portfolio, the Adviser has entered into an expense limitation agreement with the Trust with respect to the Portfolio (“Expense Limitation Agreement”). Pursuant to the Expense Limitation Agreement, the Adviser has agreed to make payments or waive its and its affiliates’ management, administrative and other fees to limit the expenses of the Portfolio so that the annual operating expenses of the Portfolio (other than

 

8   More information on fees and expenses   EQ Advisors Trust


interest, taxes, brokerage commissions, acquired fund fees and expenses, dividend and interest expenses on securities sold short, other expenditures that are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of the Portfolio’s business) as a percentage of average daily net assets do not exceed the following respective expense ratios:

 

Expense Limitation Provision

 

      Total Expenses Limited to
(% of average daily  net assets)
 
Portfolio    Class IB
Shares
     Class K
Shares
 

EQ/AB Sustainable U.S. Thematic Portfolio

         %            %  

 

The Adviser may be reimbursed the amount of any such payments or waivers in the future provided that the payments or waivers are reimbursed within three years of the payments or waivers being recorded and the Portfolio’s expense ratio, after the reimbursement is taken into account, does not exceed the Portfolio’s expense cap at the time of the waiver or the Portfolio’s expense cap at the time of the reimbursement, whichever is lower. If the actual expense ratio is less than the expense cap and the Adviser has recouped any eligible previous payments or waivers made, the Portfolio will be charged such lower expenses.

 

Payments or waivers will increase returns and yield, and reimbursement of payments or waivers will decrease returns and yield.

    

 

EQ Advisors Trust   More information on fees and expenses   9


3. More information on strategies and risks

 

 

 

Strategies

 

Changes in Investment Objectives and Investment Strategies

 

As described in this Prospectus, the Portfolio has its own investment objective, policies and strategies. There is no assurance that the Portfolio will achieve its investment objective. The investment objective of the Portfolio may be changed without shareholder approval. Except as otherwise noted, the investment policies and strategies of the Portfolio are not fundamental policies and may be changed without a shareholder vote. In addition, to the extent the Portfolio is new or is undergoing a transition (such as a rebalancing, or experiences large inflows or outflows) or takes a temporary defensive position, it may not be pursuing its investment objective or executing its principal investment strategies.

 

Sustainable Investment Themes

 

The Portfolio’s sustainable investment themes include the advancement of health, climate, and empowerment, and align with one or more of the United Nations Sustainable Development Goals (“SDGs”).

 

The SDGs, adopted by 193 countries in 2015, are the world’s shared plan to end extreme poverty, reduce inequality, and protect the planet by 2030. The SDGs are a collection of 17 global goals: no poverty; zero hunger; good health and well-being; quality education; gender equality; clean water and sanitation; affordable and clean energy; decent work and economic growth; industry, innovation, and infrastructure; reduced inequalities; sustainable cities and communities; responsible consumption and production; climate action; life below water; life on land; peace, justice and strong institutions; and partnerships for the goals.

 

The SDGs provide the Sub-Adviser a helpful framework for identifying sustainable investment themes and potential investments. The Portfolio’s Climate theme investments consist of companies that improve overall resource efficiency and provide environmentally positive solutions in fields such as energy production, manufacturing, construction, transportation, agriculture and sanitation. The Portfolio’s Climate theme, for example, aligns with SDGs such as climate action; affordable and clean energy; and clean water and sanitation. The Portfolio’s Health theme investments consist of companies that develop innovative health treatments and therapies, broaden access to high-quality and affordable care, ensure a steady supply of nutritious food and clean water, and promote overall physical and emotional well-being. The Portfolio’s Health theme aligns with SDGs such as good health and well-being; and clean water and sanitation. The Portfolio’s Empowerment theme investments consist of companies that provide the physical, financial and technological infrastructure and services that allow more people to gain control of their lives by enabling sustainable economic development, employment growth, poverty eradication, knowledge sharing and social inclusion. The Portfolio’s Empowerment theme aligns with SDGs such as quality education; decent work and economic growth; and no poverty.

 

Additional Information about the Investment Strategies

 

The following provides additional information regarding the principal investment strategies discussed in the “About the Investment Portfolio — Investments, Risks, and Performance — Principal Investment Strategy” section for the Portfolio, and additional investment strategies that the Portfolio may employ in pursuing its investment objective. The Portfolio also may make other types of investments to the extent permitted by applicable law. For further information about investment strategies, please see the Portfolio’s Statement of Additional Information (“SAI”).

 

Cash and Short-Term Investments. The Portfolio may hold cash or invest in short-term paper and other short-term investments as deemed appropriate by the investment manager. Short-term paper generally includes any note, draft bill of exchange or banker’s acceptance payable on demand or having a maturity at the time of issuance that does not exceed nine months or any renewal thereof payable on demand or having a maturity that is likewise limited.

 

The Portfolio may invest its uninvested cash in high-quality, short-term debt securities, including repurchase agreements and high-quality money market instruments, and also may invest uninvested cash in money market funds, including money market funds managed by the Adviser. To the extent the Portfolio invests in a money market fund, it generally is not subject to the limits placed on investments in other investment companies, as discussed in “Additional Strategies — Securities of Other Investment Companies.”

 

Generally, these securities offer less potential for gains than other types of securities.

 

Equity Securities. Equity securities may be bought on stock exchanges or in the over-the-counter market. Equity securities generally include common stock, preferred stock, warrants, securities convertible into common stock, securities of other investment companies and securities of real estate investment trusts.

 

10   More information on strategies and risks   EQ Advisors Trust


Exchange-Traded Funds (“ETFs”). The Portfolio may invest in ETFs. ETFs are investment companies or other investment vehicles whose shares are listed and traded on U.S. stock exchanges or otherwise traded in the over-the-counter market and may be purchased and sold throughout the trading day based on their market price. Generally, an ETF seeks to track a securities index or a basket of securities that an “index provider” (such as Standard & Poor’s, Dow Jones, Russell or Morgan Stanley Capital International) selects as representative of a market, market segment, industry sector, country or geographic region. An index-based ETF generally holds the same stocks or bonds as the index it tracks (or it may hold a representative sample of such securities). Accordingly, an index-based ETF is designed so that its performance, before fees and expenses, will correspond closely with that of the index it tracks. ETFs also may be actively managed. By investing in a Portfolio that invests in ETFs, you will indirectly bear fees and expenses charged by the ETFs in which the Portfolio invests in addition to the Portfolio’s direct fees and expenses.

 

Generally, the Portfolio’s investments in other investment companies are subject to statutory limitations in the Investment Company Act of 1940, as amended (“1940 Act”), including in certain circumstances a prohibition against acquiring shares of another investment company if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment company’s total outstanding shares, (ii) would have invested more than 5% of its total assets in such other investment company, or (iii) would have invested more than 10% of its total assets in investment companies. However, the Portfolio may rely on certain SEC rules or exemptive orders to invest in ETFs beyond the statutory limits.

 

Foreign Securities. The Portfolio may invest in foreign securities. Generally, foreign securities are issued by companies organized outside the U.S. or by foreign governments or international organizations, are traded primarily in markets outside the U.S., and are denominated in a foreign currency. Foreign securities may include securities of issuers in developing countries or emerging markets. In addition, foreign securities may include depositary receipts of foreign companies. American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued throughout the world) each evidence a similar ownership arrangement. Depositary receipts also may be convertible into securities of foreign issuers. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted.

 

Illiquid Investments. The Portfolio may invest up to 15% of its net assets in illiquid investments. Illiquid investment means any investment the Portfolio reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.

 

Portfolio Turnover. The Portfolio does not restrict the frequency of trading to limit expenses. While the Portfolio is not expected to have high portfolio turnover, the Portfolio may engage in active and frequent trading of portfolio securities to achieve its investment objective. Frequent trading can result in a portfolio turnover in excess of 100% (high portfolio turnover).

 

Real Estate Investment Trusts (“REITs”). The Portfolio may invest in REITs, which are pooled vehicles that invest primarily in income-producing real estate or loans related to real estate and are defined by the Federal tax laws. A REIT is not subject to Federal corporate income tax, provided it complies with a number of Internal Revenue Code requirements, including distributing a significant portion of its net income to shareholders. Various other countries have also adopted REIT-like structures that receive comparable tax treatment, provided certain requirements are met.

 

Securities of Other Investment Companies. The Portfolio may invest in the securities of other investment companies to the extent permitted by applicable law. Generally, the Portfolio’s investments in other investment companies are subject to statutory limitations in the 1940 Act, including in certain circumstances a prohibition against acquiring shares of another investment company if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment company’s total outstanding shares, (ii) would have invested more than 5% of its total assets in such other investment company, or (iii) would have invested more than 10% of its total assets in investment companies. However, there are statutory and regulatory exemptions from these restrictions under the 1940 Act on which the Portfolio may rely to invest in other investment companies in excess of these limits, subject to certain conditions. Other investment companies in which the Portfolio may invest include ETFs, as discussed in “Exchange-Traded Funds (“ETFs”)”.

 

Temporary Defensive Investments. For temporary defensive purposes in response to adverse market, economic, political or other conditions, the Portfolio may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements. To the extent the Portfolio is invested in these instruments, the Portfolio will not be pursuing its investment objective.

 

EQ Advisors Trust   More information on strategies and risks   11


U.S. Government Securities. The Portfolio may invest in U.S. government securities, which include direct obligations of the U.S. Treasury (such as Treasury bills, notes or bonds) and obligations issued or guaranteed as to principal and interest (but not as to market value) by the U.S. government, its agencies or its instrumentalities. U.S. government securities include mortgage-backed securities issued or guaranteed by government agencies or government-sponsored enterprises. Other U.S. government securities may be backed by the full faith and credit of the U.S. government or supported primarily or solely by the creditworthiness of the government-related issuer or, in the case of mortgage-backed securities, by pools of assets.

 

Risks

 

Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more money your investment can earn for you and the more you can lose. Like other investment companies, the value of the Portfolio’s shares may be affected by the Portfolio’s investment objective, principal investment strategies and particular risk factors. Some of the risks of investing in the Portfolio are discussed below, including the principal risks of the Portfolio as discussed in “About the Investment Portfolio — Investments, Risks, and Performance — Principal Risks.” However, other factors may also affect the Portfolio’s investment results. There is no assurance that the Portfolio will achieve its investment objective or that it will not lose value.

 

Principal Investment Risks: As indicated in “About the Investment Portfolio — Investments, Risks, and Performance — Principal Risks,” the Portfolio may be subject to the following principal risks. The risks, which are described in alphabetical order and not in order of importance or potential exposure, can negatively affect the Portfolio’s performance.

 

Equity Risk: In general, the values of stocks and other equity securities fluctuate, and sometimes widely fluctuate, in response to changes in a company’s financial condition as well as general market, economic and political conditions and other factors. Stock markets tend to run in cycles with periods when stock prices generally go up and periods when stock prices generally go down. Equity securities generally have greater price volatility than fixed income securities.

 

ESG Considerations Risk: Consideration of ESG factors and sustainability criteria in the investment process may limit the types and number of investment opportunities available to the Portfolio, and therefore carries the risk that, under certain market conditions, the Portfolio may underperform funds that do not consider ESG factors or sustainability criteria. The integration of ESG and sustainability considerations may affect the Portfolio’s exposure to certain sectors or types of investments and may impact the Portfolio’s relative investment performance depending on whether such sectors or investments are in or out of favor in the market. A company’s ESG performance or the Sub-Adviser’s assessment of a company’s ESG performance may change over time, which could cause the Portfolio to temporarily hold securities that do not comply with the Portfolio’s criteria for sustainable investments. In evaluating a company, the Sub-Adviser is dependent upon information or data obtained through voluntary or third-party reporting that may be incomplete, inaccurate or unavailable, which could cause the Sub-Adviser to incorrectly assess a company’s ESG performance. Successful application of the Portfolio’s ESG and sustainability considerations will depend on the Sub-Adviser’s skill in properly identifying and analyzing material ESG and sustainability issues. ESG investing is qualitative and subjective by nature, and the Sub-Adviser’s ESG criteria may not reflect the values and beliefs of any particular investor. In addition, it is possible that a company that derives at least 25% of its total revenues from activities that the Sub-Adviser believes are consistent with the achievement of the SDGs may have some exposure to product lines or businesses that do not meet the SDGs.

 

Focused Portfolio Risk: The Portfolio employs a strategy of investing in the securities of a limited number of companies. As a result, the Portfolio may incur more risk because changes in the value of a single security may have a more significant effect, either positive or negative, on the Portfolio’s net asset value. A portfolio using such a focused investment strategy may experience greater performance volatility than a portfolio that is more broadly invested.

 

Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with, or more prevalent than those that may be associated with, investments in U.S. securities. The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Over a given period of time, foreign securities may underperform U.S. securities — sometimes for years. The Portfolio could also underperform if it invests in countries or regions whose economic performance falls short. Foreign markets may be less liquid, more volatile and subject to less government supervision and regulation than U.S. markets, and it may take more time to clear and settle trades involving foreign

 

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securities. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices, as well as trade barriers and other protectionist trade policies (including those of the U.S.), governmental instability, war or other political or economic actions or factors, also may adversely impact security values. Foreign securities are also subject to the risks associated with the potential imposition of economic or other sanctions against a particular foreign country, its nationals, businesses or industries. The costs of buying and selling foreign securities, including taxes, brokerage and custody costs, generally are higher than the costs of buying and selling domestic securities. World markets, or those in a particular region, may all react in similar fashion to important economic, political or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile. In addition, securities issued by U.S. entities with substantial foreign operations or holdings can involve risks relating to conditions in foreign countries. Regardless of where a company is organized or its stock is traded, its performance may be significantly affected by events in regions from which it derives its profits or in which it conducts significant operations.

 

Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing directly in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.

 

Large-Cap Company Risk: Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes, which may lead to a decline in their market price. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. Investing more heavily in one market capitalization category (large, medium or small) carries the risk that due to market conditions that category may be out of favor with investors.

 

Market Risk: The Portfolio is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect Portfolio performance. Securities markets also may experience long periods of decline in value. The value of a security may decline due to factors that are specifically related to a particular company, as well as general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions, changes in the general outlook for corporate earnings, inflation, changes in interest rates or currency rates, lack of liquidity in the markets, or adverse investor sentiment generally. Changes in the financial condition of a single issuer can impact a market as a whole. The value of a security may also decline due to factors that affect a particular industry or industries, such as tariffs, labor shortages or increased production costs and competitive conditions within an industry.

 

Equity securities generally have greater price volatility than fixed income securities, although under certain market conditions fixed income securities may have comparable or greater price volatility. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. Changes in value may be temporary or may last for extended periods. The Portfolio may experience a substantial or complete loss on any individual security. Even when securities markets perform well, there is no assurance that the investments held by the Portfolio will increase in value along with the broader market. Market factors, such as the demand for particular portfolio securities, may cause the price of certain portfolio securities to fall while the prices of other securities rise or remain unchanged.

 

The increasing interconnectedness of markets around the world may result in many markets being affected by events in a single country or events affecting a single or small number of issuers. Events such as natural disasters, public health crises (such as epidemics and pandemics) and social unrest, and governments’ reactions to such events, could cause uncertainty in the markets and may adversely affect the performance of the global economy. Geo-political risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are major players on the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and have led, and may in the future lead, to increased market volatility and may have adverse long-term effects. Market speculation focused on

 

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profiting from fluctuations in the value of one or more securities or asset classes over a short period of time may result in large-scale and sudden purchases and sales of those securities or asset classes, which can significantly affect the value of those securities and asset classes as well as the market more broadly in unexpected ways, and cause significant share price volatility and losses for the Portfolio. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of the Portfolio’s investments. Furthermore, scientific consensus indicates that elevated concentration of greenhouse gas emissions in the atmosphere is contributing to climate change. Impacts from climate change may include significant risks to global financial assets and economic growth. Certain issuers, industries and regions may be adversely affected by the impacts of climate change, including on the demand for and the development of goods and services and related production costs, and the impacts of legislation, regulation and international accords related to climate change, as well as any indirect consequences of regulation or business trends driven by climate change.

 

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many Portfolio investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets.

 

In addition, markets and market-participants are increasingly reliant on both publicly available and proprietary information data systems. Inaccurate data, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at-large. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in the Portfolio being, among other things, unable to buy or sell certain securities or financial instruments or accurately price its investments.

 

Mid-Cap Company Risk: The Portfolio’s investments in mid-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments, which can negatively affect their value. Such companies generally have narrower product lines, more limited financial and management resources and more limited markets for their securities as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the value of securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid-cap company securities tend to rise and fall in value more frequently than the prices of securities of larger companies. Although investing in mid-cap companies offers potential for above-average returns, the companies may not succeed and the value of their securities could decline significantly. Investing more heavily in one market capitalization category (large, medium or small) carries the risk that due to market conditions that category may be out of favor with investors.

 

New Portfolio Risk: The Portfolio is newly or recently established and has limited operating history. A new Portfolio’s performance may not represent how the Portfolio is expected to or may perform in the long-term and the Portfolio may not be successful in implementing its respective investment strategies. Portfolio performance may be lower or higher during this “ramp-up” period, and may also be more volatile, than would be the case after the Portfolio is fully invested. In addition, investment positions may have a disproportionate impact (negative or positive) on performance in new Portfolios. There can be no assurance that the Portfolio will grow to or maintain an economically viable size, which could result in the Portfolio being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders.

 

Portfolio Management Risk: The Portfolio is subject to the risk that strategies used by an investment manager and its securities selections fail to produce the intended results. An investment manager’s judgments or decisions about the quality, relative yield or value of, or market trends affecting, a particular security or issuer, industry, sector, region or market segment, or about the economy or interest rates, may be incorrect or otherwise may not produce the intended results, which may result in losses to the Portfolio. In addition, many processes used in Portfolio management, including security selection, rely, in whole or in part, on the use of various technologies, some of which are created or maintained by an investment manager or its affiliates and

 

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some of which are created or maintained by third parties. The Portfolio may suffer losses if there are imperfections, errors or limitations in the quantitative, analytic or other tools, resources, information and data used, or the analyses employed or relied on, by an investment manager, or if such tools, resources, information or data are used incorrectly, fail to produce the desired results, or otherwise do not work as intended. Imperfections, errors or limitations may go undetected, possibly for quite some time, which could adversely affect decision making for the Portfolio, as well as the Portfolio’s operations or performance. There can be no assurance that the use of these technologies will result in effective investment decisions for the Portfolio.

 

Sector Risk: To the extent the Portfolio invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive to developments that significantly affect that sector, industry, or sub-sector. An individual sector, industry, or sub-sector of the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events. The Portfolio’s performance could also be affected if the sector, industry, or sub-sector does not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely affect performance.

 

Securities Lending Risk: The Portfolio may lend its portfolio securities to brokers, dealers, and other financial institutions to seek income. Generally, any such loan of portfolio securities will be continuously secured by collateral at least equal to the value of the security loaned. Such collateral will be in the form of cash, marketable securities issued or guaranteed by the U.S. government or its agencies, or a standby letter of credit issued by qualified banks. The Portfolio could lose money on its investment of cash collateral. To the extent that portfolio securities acquired with such collateral have decreased in value, it may result in the Portfolio realizing a loss at a time when it would not otherwise do so. As such, securities lending may introduce leverage into the Portfolio. The risks of lending portfolio securities, as with other extensions of secured credit, also consist of possible delay in receiving additional collateral (to cover an increase in the market value of the loaned securities or a decrease in the value of any securities collateral) or in the recovery of the loaned securities, or possible loss of rights in the collateral should the borrower fail financially. There is a risk that a borrower may default on its obligations to return loaned securities. Securities loans are subject to termination by the Portfolio (lender) or a borrower at any time. If the Portfolio terminates a securities loan, it will forego any income on the loan after the termination. Loans will be made only to firms deemed by the Adviser to be of good standing and approved by the Board and will not be made unless, in the judgment of the Adviser, the consideration to be earned from such loans would justify the risk.

 

General Investment Risks: The Portfolio is subject to the following general risks. The risks, which are described in alphabetical order and not in order of importance or potential exposure, can negatively affect the Portfolio’s performance.

 

Asset Class Risk: The Portfolio is subject to the risk that the returns from the asset classes, or types of securities, in which it invests will underperform the general securities markets or different asset classes. Different asset classes tend to go through cycles of outperformance and underperformance in comparison to each other and to the general securities markets.

 

Cybersecurity and Operational Risk: The Portfolio and its service providers, and your ability to transact with the Portfolio, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the Portfolio or its service providers, as well as the securities trading venues and their service providers, to suffer data corruption or lose operational functionality. A cybersecurity incident could, among other things, result in the loss or theft of customer data or funds, customers or employees being unable to access electronic systems (“denial of services”), loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or remediation costs associated with system repairs. Any of these results could have a substantial adverse impact on the Portfolio and its shareholders.

 

The occurrence of any of these problems could result in a loss of information, the inability to process Portfolio transactions or calculate the Portfolio’s net asset value, violations of applicable privacy and other laws, regulatory scrutiny, penalties, fines, reputational damage, additional compliance costs or other consequences, any of which could have a material adverse effect on the Portfolio or its shareholders. The Adviser, through its monitoring and oversight of Portfolio service providers, endeavors to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. However, it is not possible for the Adviser or Portfolio service providers to identify all of the cybersecurity or other operational risks

 

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that may affect the Portfolio or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Among other situations, disruptions (for example, pandemics or health crises) that cause prolonged periods of remote work or significant employee absences at the Portfolio’s service providers could impact the ability to conduct the Portfolio’s operations. Most issuers in which the Portfolio invests are heavily dependent on computers for data storage and operations and require ready access to the internet to conduct their businesses. Thus, cybersecurity incidents could also affect issuers of securities in which the Portfolio invests, leading to significant loss of value. The Portfolio may incur substantial costs to prevent or address cybersecurity incidents in the future.

 

Insurance Fund Risk: The Portfolio is available through Contracts offered by insurance company affiliates of the Adviser, and the Portfolio may be used to fund all or a portion of certain benefits and guarantees available under the Contracts. To the extent the assets in the Portfolio are insufficient to fund those benefits and guarantees, the Adviser’s insurance company affiliates might otherwise be obligated to fulfill them out of their own resources. The Adviser is subject to conflicts of interest in connection with providing advice to, or developing strategies and modeling tools used to manage, the Portfolio. The performance of the Portfolio may impact the obligations and financial exposure of the Adviser’s insurance company affiliates under any death benefit, income benefit and other guarantees provided through Contracts that offer the Portfolio as an investment option, and the ability of an insurance company affiliate to manage (e.g., through the use of various hedging techniques) the risks associated with these benefits and guarantees. The Adviser’s investment decisions and the design of the Portfolio may be influenced by these factors. For example, the Portfolio or modeling tools and strategies may be managed or designed in a manner (e.g., using more conservative or less volatile investment styles, including volatility management strategies) that could reduce potential losses and/or mitigate financial risks to insurance company affiliates that provide the benefits and guarantees and offer the Portfolio as an investment option in their products, and also could facilitate such an insurance company’s ability to provide benefits and guarantees under its Contracts, including by making more predictable the costs of the benefits and guarantees and by reducing the regulatory capital needed to provide them. The financial benefits to the Adviser’s insurance company affiliates may be material. The performance of the Portfolio also may adversely impact the value of Contracts that offer the Portfolio as an investment option and could suppress the value of the benefits and guarantees offered under a Contract. Please refer to your Contract prospectus for more information about any benefits and guarantees offered under the Contract. Consistent with its fiduciary duties, the Adviser seeks to implement the Portfolio’s investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolio’s investment objective, policies and strategies described in detail in this Prospectus.

 

Issuer-Specific Risk: The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the market as a whole. The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets. A change in the financial condition of a single issuer may affect securities markets as a whole. Certain unanticipated events, such as litigation or natural disasters, can have a dramatic adverse effect on the value of an issuer’s securities.

 

Large Shareholder Risk: A significant percentage of the Portfolio’s shares may be owned or controlled by the Adviser and its affiliates, other portfolios advised by the Adviser (including funds of funds), or other large shareholders, including primarily insurance company separate accounts. Accordingly, the Portfolio is subject to the potential for large-scale inflows and outflows as a result of purchases and redemptions of its shares by such shareholders, including in connection with substitution and other transactions by affiliates of the Adviser. These inflows and outflows may be frequent and could negatively affect the Portfolio’s net asset value and performance and could cause the Portfolio to purchase or sell securities at a time when it would not normally do so. It would be particularly disadvantageous for the Portfolio if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. These inflows and outflows also could negatively affect the Portfolio’s ability to meet shareholder redemption requests or could limit the Portfolio’s ability to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. During periods of declining or illiquid markets, the Adviser or its affiliates also may be subject to conflicts of interest in selecting shares of the Portfolio for redemption and in deciding whether and when to redeem such shares. In addition, these inflows and outflows could increase the Portfolio’s brokerage or other transaction costs, and large-scale outflows

 

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could cause the Portfolio’s actual expenses to increase, or could result in the Portfolio’s current expenses being allocated over a smaller asset base, which, depending on any applicable expense caps, could lead to an increase in the Portfolio’s expense ratio.

 

Recent Market Conditions Risk: An outbreak of infectious respiratory disease caused by a novel coronavirus (COVID-19) was first detected in China in late 2019 and subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted in significant disruptions to business operations, supply chains and customer activity, widespread business closures and layoffs, international, national and local border closings, extended quarantines and stay-at-home orders, event cancellations, service cancellations, reductions and other changes, significant challenges in healthcare service preparation and delivery, as well as general concern and uncertainty. The impact of the COVID-19 pandemic caused significant volatility in global financial markets and has resulted in an economic downturn, which may continue for an extended period of time. The pandemic has accelerated trends toward working remotely and shopping on-line, which may negatively affect the value of office and commercial real estate and the value of investments in other companies and industries that historically have relied on higher concentrations of people working in traditional office and commercial environments. The travel, hospitality and public transit industries, among others, may suffer long-term negative effects from the pandemic and resulting changes to public behavior.

 

Health crises caused by outbreaks of infectious diseases or other public health issues, such as the COVID-19 pandemic, may exacerbate other pre-existing political, social, and economic tensions and risks and disrupt market conditions and operations. The impact of the COVID-19 pandemic has negatively affected national and global economies, as well as national and global securities and commodities markets, and could continue to affect economies and markets in significant and unforeseen ways. Deteriorating economic fundamentals may in turn increase the risk of default or insolvency of particular companies, negatively impact market value, increase market volatility, cause credit spreads to widen, and reduce liquidity. Other outbreaks of infectious diseases or other public health issues that may arise in the future may have similar or worse effects. The impact of infectious diseases may be greater in countries that do not move effectively to control them, which may occur for political reasons or because of a lack of health care or economic resources.

 

Governments, including the U.S. federal government, and central banks have taken a variety of actions to limit the negative economic effects of the COVID-19 pandemic with interventions (including fiscal stimulus, welfare benefit programs, and industry support programs) that are unprecedented in size and scope and may continue to do so, but the ultimate impact of these efforts is uncertain, and they may not be successful. Governments’ efforts to limit potential negative economic effects of the pandemic may be altered, delayed, or eliminated at inopportune times for political, policy or other reasons. Although promising vaccines have been released, the effectiveness of the vaccines is uncertain, their supply is limited, and federal and state governments have experienced, and may continue to experience, significant challenges in distributing them to the public. It may be many months before vaccinations are sufficiently widespread to allow the restoration of full economic activity.

 

In the future, the U.S. federal government or other governments may take actions that could affect the overall economy as well as the securities in which the Portfolio invests, the markets in which they trade, or the issuers of such securities, in ways that cannot necessarily be foreseen at the present time. Governmental and quasi-governmental authorities and regulators throughout the world, such as the U.S. Federal Reserve (the “Fed”), have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs, and dramatically lower interest rates. Certain of those policy changes have been or are being implemented or considered in response to the COVID-19 pandemic. The Fed has spent hundreds of billions of dollars to keep credit flowing through short-term money markets and has signaled that it plans to maintain its interventions at an elevated level. Changes in government or central bank policies could negatively affect the value and liquidity of the Portfolio’s investments and cause it to lose money, and there can be no assurance that the initiatives undertaken by governments and central banks will be successful.

 

The COVID-19 pandemic, and other outbreaks of infectious diseases or other public health issues that may arise in the future, could also impair the information technology and other operational systems upon which the Adviser relies, and could otherwise disrupt the ability of the Portfolio’s service providers to perform essential tasks. Such impacts could impair the Portfolio’s ability to maintain operational standards (such as with respect to satisfying redemption requests), disrupt the operations of the Portfolio’s service

 

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providers, and negatively impact the Portfolio’s performance. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in the Portfolio being, among other things, unable to buy or sell certain securities or financial instruments or accurately value its investments.

 

Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in, or foreign exchange rates with, a different country or region. The rise in protectionist trade policies, and changes to some major international trade agreements and the potential for changes to others, could affect the economies of many countries in ways that cannot necessarily be foreseen at the present time. Political and diplomatic events within the United States and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. Financial markets in the United States and China have been sensitive to the outlook for resolving ongoing U.S.-China trade disputes, a trend that may continue in the future.

 

High public debt in the United States and other countries creates ongoing systemic and market risks and policymaking uncertainty, and there may be a further increase in the amount of debt due to the economic effects of the COVID-19 pandemic and ensuing economic relief and public health measures. Interest rates have been unusually low in recent years in the United States and abroad, and central banks have reduced rates further in an effort to combat the economic effects of the COVID-19 pandemic. Because there is little precedent for this situation, it is difficult to predict the impact on various markets of a significant rate change or other significant policy initiatives, whether brought about by government policy makers or by dislocations in world markets. Extremely low or negative interest rates may become more prevalent. In that event, to the extent the Portfolio has a bank deposit or holds a debt instrument with a negative interest rate to maturity, the Portfolio would generate a negative return on that investment. Similarly, negative rates on investments by a fund that is a money market fund would make it difficult, if not impossible, for the fund to maintain a stable $1 net asset value per share without financial support from the fund’s sponsor or other persons. There is no assurance that such support would be provided, which could lead to losses on investments in the fund, including on investments by the Portfolio that uses the fund as an investment option for the Portfolio’s uninvested cash. While negative yields may reduce the demand, liquidity and valuation of fixed income investments, investors may be willing to continue to purchase such investments for a number of reasons, including, but not limited to, price insensitivity, arbitrage opportunities across fixed income markets or rules-based investment strategies. If negative interest rates become more prevalent, investors may over time seek to reallocate assets to other income-producing assets or equity investments that pay a dividend, which may cause the price of such instruments to rise while triggering a corresponding decrease in yield and the value of debt instruments over time. Over the longer term, rising interest rates may present a greater risk than has historically been the case due to the current period of low rates and the effect of government fiscal policy initiatives and potential market reaction to those initiatives, or their alteration or cessation.

 

Funds and their advisers, as well as many of the companies in which they invest, are subject to regulation by the federal government. Over the past several years, the United States has moved away from tighter legislation and regulation impacting businesses and the financial services industry. There is a potential for materially increased regulation in the future, as well as higher taxes or taxes restructured to incentivize different activities. These changes, should they occur, may impose added costs on the Portfolio and its service providers, and affect the businesses of various portfolio companies, in ways that cannot necessarily be foreseen at the present time.

 

The implementation and the resulting impact of the United Kingdom’s January 31, 2020 departure from the European Union (the “EU”), commonly referred to as “Brexit,” remain uncertain. While an agreement governing post-Brexit trade between the United Kingdom and the EU was reached in December 2020, significant issues, such as market access for financial firms and applicable data protection standards, remain unsettled, and it is unclear what form a permanent arrangement with respect to such issues may take or what impact it would have on the United Kingdom’s regulatory regime. The long-term impacts of Brexit may include increased volatility and have a significant adverse impact on world financial markets, other international trade agreements, and the United Kingdom and European economies.

 

In addition, global climate change may have an adverse effect on property and security values. A rise in sea levels, an increase in powerful windstorms and/or a storm-driven increase in flooding could cause coastal properties to lose value or become unmarketable altogether. Economists warn that, unlike previous declines in the real estate market, properties in affected coastal zones may never recover their

 

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value. Large wildfires driven by high winds and prolonged drought may devastate entire communities and may be very costly to any business found to be responsible for the fire or conducting operations in affected areas. The current U.S. administration may focus regulatory and public works projects around climate change concerns. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change. Losses related to climate change could adversely affect corporate borrowers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that depend on tax revenues and tourist dollars generated by such properties, and insurers of the property and/or of corporate, municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult to know the time period over which these effects might unfold.

 

All of these risks may have a material adverse effect on the performance and financial condition of the securities in which the Portfolio invests, and on the overall performance of the Portfolio.

 

Regulatory Risk: The Portfolio is subject to a variety of laws and regulations that govern its operations. The Portfolio is subject to regulation by the Securities and Exchange Commission (“SEC”) and is also subject to regulations imposed by other governmental regulatory authorities and self-regulatory organizations. Similarly, the businesses and other issuers of the securities and other instruments in which the Portfolio invests are also subject to considerable regulation. These laws and regulations are subject to change. A change in laws or regulations may materially impact the Portfolio, a security, business, sector or market. For example, a change in laws or regulations made by the government or a regulatory body may impact the ability of the Portfolio to achieve its investment objective, may impact the Portfolio’s investment policies or strategies, or may reduce the attractiveness of an investment. The Portfolio also may incur additional costs to comply with any new requirements as well as to monitor for compliance with any new requirements going forward. The Portfolio also may be adversely affected by changes in the interpretation or enforcement of existing laws or regulations.

 

Risk Management: The Adviser and Sub-Adviser undertake certain analyses with the intention of identifying particular types of risks and reducing the Portfolio’s exposure to them. However, risk is an essential part of investing, and the degree of return an investor might expect is often tied to the degree of risk the investor is willing to accept. By its very nature, risk involves exposure to the possibility of adverse events. Accordingly, no risk management program can eliminate the Portfolio’s exposure to such events; at best, it can only reduce the possibility that the Portfolio will be affected by adverse events, and especially those risks that are not intrinsic to the Portfolio’s investment program. While the prospectus describes material risk factors associated with the Portfolio’s investment program, there is no assurance that as a particular situation unfolds in the markets, the Adviser or Sub-Adviser will identify all of the risks that might affect the Portfolio, rate their probability or potential magnitude correctly, or be able to take appropriate measures to reduce the Portfolio’s exposure to them. Measures taken with the intention of decreasing exposure to identified risks might have the unintended effect of increasing exposure to other risks.

 

Valuation Risk: The price at which the Portfolio sells any particular investment may differ from the Portfolio’s valuation of the investment. Such differences could be significant, particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make it difficult to value some investments, SEC rules and applicable accounting protocols may require the Portfolio to value these investments using more subjective methods, known as fair value methodologies. Using fair value methodologies to price investments may result in a value that is different from an investment’s most recent closing price and from the prices used by other mutual funds to calculate their net asset values. An investment’s valuation may differ depending on the method used for determining value. Investors who purchase or redeem Portfolio shares on days when the Portfolio is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received if the Portfolio had not held fair-valued securities or had used a different valuation methodology. The value of foreign securities, certain futures and fixed income securities, and currencies, as applicable, may be materially affected by events after the close of the markets on which they are traded but before the Portfolio determines its net asset value. The Portfolio’s ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party service providers, such as pricing services or accounting agents.

 

Additional Information about Risks: Additional information that may be associated with the Portfolio’s principal risks but that may not be principal to the Portfolio’s

 

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investment strategies follows. The risks, which are described in alphabetical order and not in order of importance or potential exposure, can negatively affect the Portfolio’s performance.

 

Exchange-Traded Funds (“ETFs”) Risk: The Portfolio’s shareholders will indirectly bear fees and expenses paid by the ETFs in which it invests, in addition to the Portfolio’s direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolio’s net asset value will be subject to fluctuations in the market values of the ETFs in which it invests. The Portfolio is also subject to the risks associated with the securities or other investments in which the ETFs invest, and the ability of the Portfolio to meet its investment objective will directly depend on the ability of the ETFs to meet their investment objectives. The extent to which the investment performance and risks associated with the Portfolio correlate to those of a particular ETF will depend upon the extent to which the Portfolio’s assets are allocated from time to time for investment in the ETF, which will vary. The Portfolio does not control the investments of the ETFs, which may have different investment objectives and may engage in investment strategies that the Portfolio would not engage in directly. The ETFs may change their investment objectives or policies without the approval of the Portfolio. If that were to occur, the Portfolio might be forced to sell its investment in an ETF at a time and price that is unfavorable to the Portfolio.

 

In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that such an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. Imperfect correlation between an ETF’s securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETF’s performance not to match the performance of its index. An ETF’s use of a representative sampling approach will result in it holding a smaller number of securities than are in the index it seeks to track. As a result, an adverse development respecting an issuer of securities held by the ETF could result in a greater decline in net asset value than would be the case if the ETF held all of the securities in the index. To the extent the assets in the ETF are smaller, these risks will be greater. No ETF fully replicates its index, and an ETF may hold securities not included in its index. Therefore, there is a risk that the investment strategy of the ETF manager may not produce the intended results.

 

Moreover, there is the risk that an ETF may value certain securities at a price higher than the price at which it can sell them. Secondary market trading in shares of ETFs may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in these shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the listing of the shares will continue to be met or will remain unchanged. In addition, although ETFs are listed for trading on national securities exchanges, certain foreign exchanges and in over-the-counter markets, there can be no assurance that an active trading market for such shares will develop or be maintained, in which case the liquidity and value of the Portfolio’s investment in the ETFs could be substantially and adversely affected. In addition, because ETFs are traded on these exchanges and in these markets, the purchase and sale of their shares involve transaction fees and commissions. The market price of an ETF may be different from the net asset value of such ETF (i.e., an ETF may trade at a discount or premium to its net asset value). The performance of the Portfolio that invests in such an ETF could be adversely impacted.

 

Government Securities Risk: Securities issued or guaranteed by the U.S. government or its agencies and instrumentalities (such as securities issued by the Government National Mortgage Association (Ginnie Mae)) and government sponsored enterprises (“GSEs”) (such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac)), are subject to market risk, interest rate risk and credit risk. Securities, such as those issued or guaranteed by Ginnie Mae or the U.S. Treasury, that are backed by the full faith and credit of the U.S. government are guaranteed as to the timely payment of interest and repayment of principal when held to maturity. Notwithstanding that these securities are backed by the full faith and credit of the U.S. government, circumstances could arise that would prevent the payment of interest or repayment of principal. This would result in losses to the Portfolio. Securities issued or guaranteed by GSEs are not backed by the full faith and credit of the U.S. government and no assurance can be given that the U.S. government will provide financial support. Therefore, GSEs may not have the funds to meet their payment obligations in the future. Further, any government guarantees on U.S. government securities that the Portfolio owns extend only to the timely payment of interest and repayment of principal on the securities themselves and do not extend to the market value of the securities or to shares of the Portfolio.

 

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In recent periods, the values of U.S. government securities have been affected substantially by increased demand for them around the world. Increases or decreases in the demand for U.S. government securities may occur at any time and may result in increased volatility in the values of those securities.

 

Information Technology Sector Risk: Investment risks associated with investing in the information technology sector include, in addition to other risks, the intense competition to which information technology companies may be subject; the dramatic and often unpredictable changes in growth rates and competition for qualified personnel among information technology companies; effects on profitability from being heavily dependent on patent and intellectual property rights and the loss or impairment of those rights; obsolescence of existing technology; general economic conditions; and government regulation. Any of these factors could result in a material adverse impact on the Portfolio’s securities and the performance of the Portfolio.

 

Real Estate Investing Risk: Real estate-related investments may decline in value as a result of factors affecting the overall real estate industry. Real estate is a cyclical business, highly sensitive to supply and demand, general and local economic developments and characterized by intense competition and periodic overbuilding. Real estate income and values also may be greatly affected by demographic trends, such as population shifts or changing tastes and values. Losses may occur from casualty or condemnation, and government actions, such as tax law changes, zoning law changes, regulatory limitations on rents, or environmental regulations, also may have a major impact on real estate. The availability of mortgages and changes in interest rates may also affect real estate values. Changing interest rates and credit quality requirements also will affect the cash flow of real estate companies and their ability to meet capital needs. In addition, global climate change may have an adverse effect on property and security values.

 

Real estate investment trusts (“REITs”) generally invest directly in real estate (equity REITs), in mortgages secured by interests in real estate (mortgage REITs) or in some combination of the two (hybrid REITs). Investing in REITs exposes investors to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which REITs are organized and operated. Equity REITs may be affected by changes in the value of the underlying property owned by the REIT, while mortgage REITs may be affected by the quality of any credit extended. Equity and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers, and self-liquidations. The risk of defaults is generally higher in the case of mortgage pools that include subprime mortgages involving borrowers with blemished credit histories. The liquidity and value of subprime mortgages and non-investment grade mortgage-backed securities that are not guaranteed by Ginnie Mae, Fannie Mae, and Freddie Mac could change dramatically over time.

 

Operating REITs requires specialized management skills, and the Portfolio, which invests in REITs, indirectly bears REIT management and administration expenses along with the direct expenses of the Portfolio. Individual REITs may own a limited number of properties and may concentrate in a particular region or property type. Domestic REITs also must satisfy specific Internal Revenue Code requirements in order to qualify for the tax-free pass-through of net investment income and net realized gains distributed to shareholders. Failure to meet these requirements may have adverse consequences on an investing Portfolio. Similar treatment may also apply to REIT-like entities under the laws of the countries in which they were formed. In addition, even the larger REITs in the industry tend to be small- to medium-sized companies in relation to the equity markets as a whole. Moreover, shares of REITs may trade less frequently and, therefore, are subject to more erratic price movements than securities of larger issuers.

 

Risks of Investing in Other Investment Companies: A Portfolio that invests in other investment companies will indirectly bear fees and expenses paid by those investment companies, in addition to the Portfolio’s direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolio’s net asset value is subject to fluctuations in the net asset values of the other investment companies in which it invests. The Portfolio is also subject to the risks associated with the securities or other investments in which the other investment companies invest, and the ability of the Portfolio to meet its investment objective will depend, to a significant degree, on the ability of the other investment companies to meet their objectives. The extent to which the investment performance and risks associated with the Portfolio correlate to those of a particular investment company will depend upon the extent to which the Portfolio’s assets are allocated from time to time for investment in the investment company, which will vary. The Portfolio does not control the investments of the other investment companies, which may have different investment objectives and may engage in investment strategies that the Portfolio would not engage in directly. The other investment companies may change their investment objectives or policies without the

 

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approval of the Portfolio. If that were to occur, the Portfolio might be forced to withdraw its investment from the investment company at a time and price that is unfavorable to the Portfolio.

 

Sub-Adviser Selection Risk: The Portfolio is subject to the risk that the Adviser’s process for selecting or replacing a Sub-Adviser and its decision to select or replace a Sub-Adviser does not produce the intended results.

 

In addition, the Adviser is subject to certain conflicts of interest in connection with recommending the appointment and continued service of Sub-Advisers. The Adviser is affiliated with certain Sub-Advisers and, therefore, the Adviser will benefit not only from the net management fee the Adviser retains, but also from the advisory fees paid by the Adviser to an Affiliated Sub-Adviser. Since the Adviser pays fees to the Sub-Advisers from the management fees that it earns from the Portfolio, any increase or decrease in the advisory fees negotiated with proposed or current Sub-Advisers will result in a corresponding decrease or increase, respectively, in the amount of the management fee retained by the Adviser. The Adviser or its affiliates also have distribution relationships with certain Sub-Advisers or their affiliates under which the Sub-Advisers or their affiliates distribute or support the distribution of investment products issued or sold by the Adviser or its affiliates (including those in which the Portfolio serves as an investment option), which could financially benefit the Adviser and its affiliates or provide an incentive to the Adviser in selecting one Sub-Adviser over another. In addition, the Adviser’s and/or its affiliates’ other existing or potential business relationships, including with Sub-Advisers and/or their affiliates, or other financial or personal relationships, could influence the Adviser’s selection and retention or termination of Sub-Advisers When recommending the appointment or continued service of a Sub-Adviser, consistent with its fiduciary duties, the Adviser relies primarily on the qualitative and quantitative factors described in detail in the Prospectus.

    

 

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4. Management of the Trust

 

 

 

This section gives you information on the Trust, the Adviser and the Sub-Adviser for the Portfolio.

 

The Trust

 

The Trust is organized as a Delaware statutory trust and is registered with the SEC as an open-end management investment company. The Trust’s Board of Trustees is responsible for the overall management of the Trust and the Portfolio. The Trust issues shares of beneficial interest that are currently divided among one hundred and four (104) portfolios, forty-eight (48) of which are authorized to issue Class IA, Class IB and Class K shares, fifty-two (52) of which are authorized to issue Class IB and Class K shares, and four (4) of which are authorized to issue Class K shares. This prospectus describes the Class IB and Class K shares of EQ/AB Sustainable U.S. Thematic Portfolio. The Portfolio has its own investment objective, investment strategies and risks, which have been previously described in this Prospectus.

 

The Trust’s Board of Trustees oversees generally the operations of the Portfolio. The Trust enters into contractual arrangements with various parties, including among others, the Adviser, Sub-Advisers, custodian, and accountants, who provide services to the Portfolio. Shareholders are not parties to any such contractual arrangements and those contractual arrangements are not intended to create in any shareholder any right to enforce them directly against the service providers or to seek any remedy under them directly against the service providers.

 

This Prospectus provides information concerning the Portfolio that you should consider in determining whether to purchase Portfolio shares. Neither this Prospectus nor the Statement of Additional Information is intended, or should be read, to be or create an agreement or contract between the Trust or the Portfolio and any shareholder, or to create any right in any shareholder or other person other than any rights under federal or state law that may not be waived.

 

The Adviser

 

EIM, 1290 Avenue of the Americas, New York, New York 10104, is the Adviser to the Portfolio. EIM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. EIM also is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) under the Commodity Exchange Act, as amended. EIM currently claims an exclusion (under CFTC Rule 4.5) from registration as a CPO with respect to the Portfolio. Being subject to dual regulation by the SEC and the CFTC may increase compliance costs and may affect Portfolio returns. EIM is a wholly-owned subsidiary of Equitable Financial. Equitable Financial is a wholly-owned subsidiary of Equitable Holdings, Inc. (“Equitable Holdings”), which is a publicly-owned company. EIM serves as the investment adviser to mutual funds and other pooled investment vehicles, and had approximately $125 billion in assets under management as of December 31, 2020. The Trust is part of a family of mutual funds advised by EIM which also includes EQ Premier VIP Trust and the 1290 Funds.

 

The Adviser provides or oversees the provision of all investment advisory, portfolio management and administrative services to the Portfolio. The Adviser has supervisory responsibility for the management and investment of the Portfolio’s assets and develops the investment objectives and investment policies for the Portfolio. The Adviser also has full discretion to make all determinations with respect to the investment of the Portfolio’s assets that are not then managed by a Sub-Adviser. As further discussed below, the Adviser’s management responsibilities include the selection and monitoring of Sub-Advisers.

 

The Adviser is responsible for overseeing Sub-Advisers and recommending their hiring, termination and replacement to the Board of Trustees.

 

The Adviser selects Sub-Advisers to manage the Portfolio’s assets by utilizing a due diligence process covering a number of key factors which include, but are not limited to, the Sub-Adviser’s reputation, organizational stability, investment personnel, long-term performance, investment philosophy and style and correlation with other Sub-Advisers (if any) retained for other allocated portions of the Portfolio.

 

The Adviser plays an active role in monitoring the Portfolio and Sub-Adviser and uses portfolio analytics systems to strengthen its evaluation of performance, style, risk levels, diversification and other criteria. The Adviser also monitors the Sub-Adviser’s portfolio management team to determine whether its investment activities remain consistent with the Portfolio’s investment style and objectives.

 

Beyond performance analysis, the Adviser monitors significant changes that may impact the Sub-Adviser’s overall business. The Adviser monitors continuity in the Sub-Adviser’s operations and changes in investment personnel and senior management. The Adviser performs due diligence reviews with the Sub-Adviser no less frequently than annually.

 

The Adviser obtains detailed, comprehensive information concerning Portfolio and Sub-Adviser performance and

 

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Portfolio operations that is used to supervise and monitor the Sub-Adviser and Portfolio operations. The Adviser has a dedicated team responsible for conducting ongoing investment reviews with the Sub-Adviser and for developing the criteria by which Portfolio performance is measured.

 

The Adviser selects Sub-Advisers from a pool of candidates, including its affiliates, to manage the Portfolio. The Adviser may hire, terminate and replace Sub-Advisers and amend sub-advisory agreements subject to the approval of the Trust’s Board of Trustees. The Adviser also may allocate the Portfolio’s assets to additional Sub-Advisers subject to the approval of the Trust’s Board of Trustees and has discretion to allocate the Portfolio’s assets among the Portfolio’s current Sub-Advisers. The Adviser recommends Sub-Advisers for the Portfolio to the Trust’s Board of Trustees based upon its continuing quantitative and qualitative evaluation of each Sub-Adviser’s skills in managing assets pursuant to specific investment styles and strategies. Short-term investment performance, by itself, is not a significant factor in selecting or terminating a Sub-Adviser, and the Adviser does not expect to recommend frequent changes of Sub-Advisers.

 

If the Adviser hires, terminates or replaces a Sub-Adviser to the Portfolio or adjusts the asset allocation among Sub-Advisers in the Portfolio, the Portfolio may experience a period of transition during which the securities held in the Portfolio may be repositioned in connection with the change in Sub-Adviser(s). The Portfolio may not pursue its principal investment strategies during such a transition period and may incur increased brokerage commissions and other transaction costs in connection with the change(s). Generally, transitions may be implemented before or after the effective date of the new Sub-Adviser’s appointment as a sub-adviser to the Portfolio, and may be completed in several days to several weeks, depending on the particular circumstances of the transition. In addition, the past performance of the Portfolio is not an indication of future performance. This may be particularly true if the Portfolio has undergone Sub-Adviser changes and/or changes to its investment objective or policies.

 

A committee of EIM investment personnel is primarily responsible for selecting, monitoring and overseeing the Portfolio’s Sub-Adviser.

 

Kenneth T. Kozlowski, CFP®, CLU, ChFC has served as Executive Vice President and Chief Investment Officer of EIM since June 2012 and as Managing Director of Equitable Financial since September 2011. He was Senior Vice President of EIM from May 2011 to June 2012 and a Vice President of Equitable Financial from February 2001 to August 2011. Since 2003, Mr. Kozlowski has had primary responsibility for the asset allocation, fund selection and rebalancing of the funds of funds currently managed by EIM and for the ETF Allocated Portions since May 25, 2007.

 

Alwi Chan, CFA® has served as Senior Vice President and Deputy Chief Investment Officer of EIM since June 2012 and as Lead Director of Equitable Financial since February 2007. He served as Vice President of EIM from May 2011 to June 2012. Prior to that, he served as an Assistant Vice President (2005-2007) and Senior Investment Analyst (2002-2005) of Equitable Financial.

 

Information about the portfolio managers’ compensation, other accounts they manage, and their ownership of securities of the Portfolio is available in the Portfolio’s SAI.

 

The Adviser has received an exemptive order from the SEC to permit it and the Trust’s Board of Trustees to hire, terminate and replace Sub-Advisers and to amend the sub-advisory agreements between the Adviser and the Sub-Advisers without obtaining shareholder approval. Accordingly, the Adviser is able, subject to the approval of the Trust’s Board of Trustees, to hire, terminate and replace Sub-Advisers and to amend sub-advisory agreements without obtaining shareholder approval. If a new Sub-Adviser is retained for the Portfolio, shareholders will receive notice of such action. However, the Adviser may not enter into a sub-advisory agreement with an “affiliated person” of the Adviser (as that term is defined in the 1940 Act) (“Affiliated Sub-Adviser”), such as AllianceBernstein L.P., unless the sub-advisory agreement with the Affiliated Sub-Adviser, including compensation, is also approved by the Portfolio’s shareholders (in the case of a new Portfolio, the initial sole shareholder of the Portfolio, typically the Adviser or an affiliate, may provide this approval).

 

The Sub-Adviser

 

The Portfolio’s investments are selected by one or more Sub-Advisers. To the extent the Portfolio has more than one Sub-Adviser, the Sub-Advisers act independently of one another. The following describes the Portfolio’s Sub-Adviser and portfolio managers and each portfolio manager’s business experience. Information about the portfolio managers’ compensation, other accounts they manage and their ownership of securities of the Portfolio is available in the SAI.

 

AllianceBernstein L.P. (“AllianceBernstein”), 501 Commerce Street, Nashville, TN 37203, serves as Sub-Adviser to the Portfolio. AllianceBernstein manages investments for investment companies, endowment funds, insurance companies,

 

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foreign entities, qualified and non-tax qualified corporate funds, public and private pension and profit-sharing plans, foundations and tax-exempt organizations. As of December 31, 2020, AllianceBernstein had approximately $686 billion in assets under management.

 

AllianceBernstein’s Sustainable Thematic Equities Investment Team manages and makes investment decisions for the Portfolio.

 

Daniel C. Roarty is. Senior Vice President and Chief Investment Officer of the Sustainable Thematic Equities Team of AllianceBernstein, with which he has been associated in a substantially similar capacity to his current position since prior to 2016.

 

Benjamin Ruegsegger is Senior Vice President and Portfolio Manager of AllianceBernstein, with which he has been associated in a substantially similar capacity to his current position since 2017. He has also been a Senior Research Analyst of AllianceBernstein since prior to 2016.

 

Conflicts of Interest

 

The Adviser currently serves as the investment adviser for the Trust and two other investment companies that are registered under the 1940 Act, and as the investment adviser for two private investment trusts that are exempt from such registration. The Adviser and its affiliates (including Equitable Financial, Equitable Distributors, LLC, Equitable Holdings, Equitable Investment Management, LLC, and AllianceBernstein) and their respective managers, partners, directors, trustees, officers, and employees (collectively, for purposes of this Conflicts of Interest discussion, “Affiliates”) are insurance and related financial services companies engaged in life insurance, property and casualty insurance and reinsurance activities, as well as asset management, investment banking, securities trading, brokerage, real estate and other financial services activities, providing a broad range of services to a substantial and diverse client base. The broad range of activities, services, and interests of the Adviser and its Affiliates gives rise to actual, potential and/or perceived conflicts of interest, and may introduce certain investment or transactional restrictions, that could disadvantage the Portfolio and its shareholders.

 

Certain actual and potential conflicts of interest are discussed below and elsewhere in this Prospectus, and a further discussion of conflicts of interest appears in the SAI. Investors should carefully review these discussions. These discussions are not, and are not intended to be, a complete discussion of all of the actual and potential conflicts of interest that may arise. Additional or unanticipated conflicts of interest may arise from time to time in the ordinary course of the Adviser’s and its Affiliates’ various businesses.

 

The Adviser and the Trust have adopted practices, policies and procedures that are intended to identify, monitor, and mitigate conflicts of interest. These practices, policies and procedures include information barriers, codes of ethics, pre-clearance and reporting of securities transactions by certain persons, and the use of independent persons to review certain types of transactions. There is no assurance, however, that these practices, policies and procedures will be effective, and these practices, policies and procedures also may limit the Portfolio’s investment activities and affect its performance.

 

Certain Conflicts Related to Fees and Compensation

 

The Adviser and certain of its Affiliates provide services including investment management, investment advisory, administration, shareholder servicing, distribution, and transfer agency services to the Portfolio and earn fees from these relationships with the Portfolio. The Adviser and its Affiliates face conflicts of interest when the Portfolio selects affiliated service providers because the Adviser and its Affiliates receive greater compensation when they are used. Although these fees are generally based on asset levels, the fees are not directly contingent on Portfolio performance and the Adviser and its Affiliates would still receive significant compensation from the Portfolio even if shareholders lose money. In addition, the Adviser and certain of its Affiliates manage or advise funds or accounts, including the Portfolio, with different fee rates and/or fee structures. Differences in fee arrangements may create an incentive for the Adviser and/or its Affiliates to favor higher-fee funds or accounts.

 

Certain Conflicts Related to the Adviser and its Affiliates Acting in Multiple Commercial Capacities

 

The Adviser and/or one or more Affiliates act or may act in various commercial capacities, including as investment manager, investment adviser, administrator, investor, commodity pool operator, underwriter, distributor, transfer agent, insurance company, investment banker, research provider, market maker, trader, lender, agent or principal, and may have direct and indirect interests in securities, commodities, currencies, derivatives and other instruments in which the Portfolio may directly or indirectly invest. Thus, it is likely that the Portfolio will have business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from

 

EQ Advisors Trust   Management of the Trust   25


entities with which the Adviser and/or an Affiliate has developed or is trying to develop business relationships or in which the Adviser and/or an Affiliate has significant investments or other interests. For example, the Adviser may have an incentive to hire as a Sub-Adviser or other service provider an entity with which the Adviser or one or more Affiliates have, or would like to have, significant or other business dealings or arrangements. In addition, when Affiliates act in various commercial capacities in relation to the Portfolio, the Affiliates may take commercial steps in their own interests, which may have an adverse effect on the Portfolio.

 

Certain Conflicts Related to the Use of Sub-Advisers

 

The Adviser is subject to certain conflicts of interest in connection with recommending the appointment and continued service of Sub-Advisers. Since the Adviser pays fees to the Sub-Advisers from the advisory fees that it earns from the Portfolio, any increase or decrease in the sub-advisory fees negotiated with proposed or current Sub-Advisers will result in a corresponding decrease or increase, respectively, in the amount of the advisory fee retained by the Adviser. If the Adviser is affiliated with a Sub-Adviser, the Adviser will benefit not only from the net advisory fee the Adviser retains, but also from the sub-advisory fee paid by the Adviser to the affiliated Sub-Adviser. The Adviser or its Affiliates also may have distribution relationships with certain Sub-Advisers or their affiliates under which the Sub-Advisers or their affiliates distribute or support the distribution of investment products issued or sold by the Adviser or its Affiliates (including those in which the Portfolio serves as an investment option), which could financially benefit the Adviser and its Affiliates or provide an incentive to the Adviser in selecting one Sub-Adviser over another or a disincentive for the Adviser to recommend the termination of such Sub-Advisers. In addition, the Adviser’s and/or its Affiliates’ other existing or potential business relationships (e.g., distribution, sub-administration, or custody arrangements), including with Sub-Advisers and/or their affiliates, or other financial or personal relationships, could influence the Adviser’s selection and retention or termination of Sub-Advisers.

 

The Adviser may allocate the Portfolio’s assets among multiple Sub-Advisers. While the Adviser seeks to allocate the Portfolio’s assets among the Portfolio’s Sub-Advisers in a manner that it believes is consistent with achieving the Portfolio’s investment objective, the Adviser is subject to conflicts of interest in allocating the Portfolio’s assets among Sub-Advisers, including affiliated Sub-Advisers, because the Adviser pays different fees to the Sub-Advisers and due to other factors that could impact the Adviser’s revenues and profits.

 

The aggregation of assets of multiple portfolios or other funds or accounts for purposes of calculating breakpoints in sub-advisory fees may create an incentive for the Adviser to select Sub-Advisers where the selection may serve to lower a sub-advisory fee and possibly increase the advisory fee retained by the Adviser or may provide a disincentive for the Adviser to recommend the termination of a Sub-Adviser from the Portfolio if the termination may cause the sub-advisory fee payable by the Adviser to increase on the Portfolio or other fund or account that aggregates its assets with the Portfolio.

 

The Adviser is a fiduciary for the shareholders of the Portfolio and must put their interests ahead of its own interests (or the interests of its Affiliates). When recommending the appointment or continued service of a Sub-Adviser, consistent with its fiduciary duties, the Adviser relies primarily on the qualitative and quantitative factors described in detail in this Prospectus.

 

Furthermore, the range of activities, services, and interests of a Sub-Adviser may give rise to actual, potential and/or perceived conflicts of interest that could disadvantage the Portfolio and the Portfolio’s shareholders. In addition, a Sub-Adviser’s portfolio managers may manage multiple funds and accounts for multiple clients. In addition to the Portfolio, these funds and accounts may include, for example, other mutual funds, separate accounts, collective trusts, and offshore funds. Managing multiple funds and accounts may give rise to actual or potential conflicts of interest, including, for example, conflicts among investment strategies, conflicts in the allocation of limited investment opportunities, and conflicts in the aggregation and allocation of securities trades. In addition, a Sub-Adviser’s portfolio managers may manage or advise funds or accounts with different fee rates and/or fee structures, including performance-based fee arrangements. Differences in fee arrangements may create an incentive for a portfolio manager to favor higher-fee funds or accounts. The Sub-Adviser has adopted practices, policies and procedures that are intended to identify, monitor, and mitigate conflicts of interest. There is no assurance, however, that a Sub-Adviser’s practices, policies and procedures will be effective, and a Sub-Adviser’s practices, policies and procedures also may limit the investment activities of the Portfolio and affect the Portfolio’s performance. Please see the Portfolio’s Statement of Additional Information for a further discussion of Sub-Adviser conflicts of interest.

 

26   Management of the Trust   EQ Advisors Trust


Certain Conflicts Related to the Adviser’s Insurance Company Affiliates

 

The Portfolio is available through Contracts offered by insurance company Affiliates of the Adviser. The performance of the Portfolio may impact the obligations and financial exposure of the Adviser’s insurance company Affiliates under any death benefit, income benefit and other guarantees provided through Contracts that offer the Portfolio as an investment option, and the ability of an insurance company Affiliate to manage (e.g., through the use of various hedging techniques) the risks associated with these benefits and guarantees. The Adviser’s investment decisions and the design of the Portfolio may be influenced by these factors. For example, the Portfolio or models and strategies may be managed or designed in a manner (e.g., using more conservative or less volatile investment styles, including volatility management strategies) that could reduce potential losses and/or mitigate financial risks to insurance company Affiliates that provide the benefits and guarantees and offer the Portfolio as an investment option in their products, and also could facilitate such an insurance company’s ability to provide benefits and guarantees under its Contracts, including by making more predictable the costs of the benefits and guarantees and by reducing the regulatory capital needed to provide them. The financial benefits to the Adviser’s insurance company Affiliates may be material.

 

A significant percentage of the Portfolio’s shares may be owned or controlled by the Adviser and/or its Affiliates, other portfolios advised by the Adviser (including funds of funds), or other large shareholders, including primarily insurance company separate accounts and qualified plans. Accordingly, the Portfolio is subject to the potential for large-scale inflows and outflows as a result of purchases and redemptions of its shares by such shareholders, including in connection with substitution and other transactions by Affiliates of the Adviser. These inflows and outflows could negatively affect the Portfolio’s net asset value, performance, and ability to meet shareholder redemption requests and could cause the Portfolio to purchase or sell securities at a time when it would not normally do so. In addition, large-scale outflows could result in the Portfolio’s current expenses being allocated over a smaller asset base, which, depending on any applicable expense caps, could lead to an increase in the Portfolio’s expense ratio. The Adviser or its Affiliates may be subject to potential conflicts of interest in selecting shares of portfolios for redemption and in deciding whether and when to redeem such shares.

 

The Portfolio or other portfolios for which the Adviser serves as investment adviser may be used as variable insurance trusts for unaffiliated insurance companies’ insurance products. These unaffiliated insurance companies have financial arrangements (which may include revenue sharing arrangements) with the Adviser’s insurance company Affiliates. These financial arrangements could create an incentive for the Adviser, in its selection process, to favor Sub-Advisers that are affiliated with these unaffiliated insurance companies.

 

Consistent with its fiduciary duties, the Adviser seeks to implement the Portfolio’s investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolio’s investment objective, policies and strategies described in detail in this Prospectus.

 

Sales Incentives and Certain Related Conflicts Arising from the Adviser’s and its Affiliates’ Financial and Other Relationships with Financial Intermediaries are described in the sections entitled “Payments to Broker-Dealers and Other Financial Intermediaries” and “Compensation to Financial Intermediaries.”

 

Legal Proceedings

 

In November 2010, the Trust and several of its portfolios (the “Named Portfolios”) (but not the Portfolio described in this Prospectus) were named as defendants and putative members of the proposed defendant class of contractholders in a lawsuit brought by The Official Committee of Unsecured Creditors of Tribune Company (the “Committee”) in the United States Bankruptcy Court for the District of Delaware regarding Tribune Company’s Chapter 11 bankruptcy proceeding (In re Tribune Company). The lawsuit relates to amounts paid to the Trust and the Named Portfolios, as holders of publicly-traded shares of Tribune Company, which were components of certain broad-based securities market indices, for which there were public tender offers during 2007. The suit seeks return of the share price received by Tribune Company shareholders in the tender offers plus interest and attorneys’ fees and expenses.

 

The Committee’s suit (“Committee Suit”) was consolidated with a number of related lawsuits filed by Tribune noteholders (“Noteholder Suits”) and retiree participants in certain Tribune-defined compensation plans (“Retiree Suits”) around the United States into a single multi-district litigation proceeding in the United States District Court for the Southern District of New York (the “U.S. District Court”) (In re: Tribune Company Fraudulent Conveyance Litigation).

 

The lawsuits do not allege any misconduct by the Trust or the Named Portfolios.

 

EQ Advisors Trust   Management of the Trust   27


On December 19, 2019, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) affirmed the dismissal of the Noteholder and Retiree Suits. On January 2, 2020, the Noteholders and Retirees moved for rehearing of the Second Circuit’s December 19, 2019 decision. The Second Circuit denied the motion for rehearing on February 6, 2020.

 

On July 7, 2020, the Noteholders and Retirees filed a joint petition with the United States Supreme Court for a writ of certiorari reversing the Second Circuit’s December 19, 2019 decision and reinstating the Noteholder and Retiree Suits. The U.S. Supreme Court denied the petition for a writ of certiorari on April 19, 2021. Accordingly, the dismissal of the Noteholder and Retiree Suits is final, and the Noteholder and Retiree Suits have been concluded.

 

On January 7, 2020, the Tribune Litigation Trust, successor to the Committee, filed its appeal with the Second Circuit seeking to reverse: (a) the January 2017 dismissal of its intentional fraudulent transfer claim; and (b) the April 2019 denial of its motion for leave to add a constructive fraudulent transfer claim. The defense group filed its opposition brief with the Second Circuit on April 27, 2020. Oral argument occurred on August 24, 2020. The Second Circuit has not yet ruled on the Litigation Trust’s appeal.

 

As of the date of this Prospectus, all matters pending before the U.S. District Court have been concluded and the multi-district litigation proceeding has been closed, subject only to further appellate proceedings at the Second Circuit and beyond.

 

The Trust cannot predict the outcome of these lawsuits. If the lawsuits were to be decided or settled in a manner adverse to the Named Portfolios, the payment of such judgments or settlements could have an adverse effect on each Named Portfolio’s net asset value. However, no liability for litigation relating to this matter has been accrued in the financial statements of the Named Portfolios, as the Adviser believes a loss is not probable.

    

 

28   Management of the Trust   EQ Advisors Trust


5. Fund distribution arrangements

 

 

 

The Trust offers two classes of shares on behalf of the Portfolio in this Prospectus: Class IB and Class K shares. Equitable Distributors, LLC (“Equitable Distributors” or the “Distributor”) serves as the distributor for the Class IB and Class K shares of the Trust. Each class of shares is offered and redeemed at its net asset value without any sales load. Equitable Distributors is an affiliate of EIM. Equitable Distributors is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority (“FINRA”).

 

The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trust’s Class IB shares. Under the Distribution Plan, the Class IB shares of the Trust are charged a distribution and/or service (12b-1) fee to compensate Equitable Distributors for promoting, selling and servicing shares of the Portfolio. The distribution and/or service (12b-1) fee may be retained by Equitable Distributors or used to pay financial intermediaries for similar services. The maximum distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is equal to an annual rate of 0.25% of the average daily net assets attributable to Class IB shares. Because these fees are paid out of the Portfolio’s assets on an ongoing basis, over time, these fees for Class IB shares will increase the cost of your investment and may cost you more than paying other types of charges.

 

The Distributor also may receive payments from certain Sub-Advisers of the Portfolio or their affiliates to help defray expenses for sales meetings, seminar sponsorships, and similar expenses that may relate to the Contracts and/or the Portfolio. These sales meetings or seminar sponsorships may provide the Sub-Advisers with increased access to persons involved in the distribution of the Contracts. The Distributor also may receive other marketing support from the Sub-Advisers in connection with the distribution of the Contracts. These payments may provide an incentive to the Adviser in selecting one Sub-Adviser over another or a disincentive for the Adviser to recommend the termination of such Sub-Advisers.

 

Compensation to Financial Intermediaries

 

In addition to the distribution and service fees paid by the Portfolio, the Distributor or the Adviser (or one of their affiliates) may make payments out of its own resources to provide additional compensation to selected affiliated and unaffiliated sponsoring insurance companies (or their affiliates) or other financial intermediaries (collectively, “financial intermediaries”). These payments may create an incentive for a financial intermediary or its representatives to recommend or offer shares of the Portfolio or insurance products for which the Portfolio serves as an underlying investment. Such payments, which are sometimes referred to as “revenue sharing,” may be calculated by reference to the gross or net sales by such person, the average net assets of shares held by the customers of such person, the number of accounts of the Portfolio attributable to such person, on the basis of a flat fee or a negotiated lump sum payment for services provided, or otherwise.

 

The additional payments to such financial intermediaries are negotiated based on a number of factors including, but not limited to, quality of service, reputation in the industry, ability to attract and retain assets, target markets, customer relationships, and relationship with the Distributor or its affiliates. No one factor is determinative of the type or amount of additional compensation to be provided. The amount of these payments, as determined from time to time by the Distributor or the Adviser (or an affiliate) in its sole discretion, may be different for different financial intermediaries. The compensation arrangements described in this section are not mutually exclusive, and a single financial intermediary may receive multiple types of compensation. These additional payments are made by the Adviser, the Distributor or their respective affiliates and do not increase the amount paid by you or the Portfolio as shown under the heading “Fees and Expenses of the Portfolio” in the Portfolio summary in this Prospectus.

 

Payments by the Distributor and/or the Adviser (and their affiliates) to financial intermediaries may include payments for providing recordkeeping services with respect to certain groups of investors in the Portfolio, including Contract owners that allocate contract value indirectly to the Portfolio (collectively referred to as “subaccounting” services, and Contract owners and other investors as “investors”). The subaccounting services typically include: (i) maintenance of master accounts with the Portfolio (e.g., recordkeeping for insurance company separate accounts investing in the Portfolio); (ii) tracking, recording and transmitting net purchase and redemption orders for Portfolio shares; (iii) establishing and maintaining investor accounts and records; (iv) recording investor account balances and changes thereto; (v) distributing redemption proceeds and transmitting net purchase payments and arranging for the wiring of funds; (vi) reconciling purchase and redemption activity and dividend and distribution payments between a master account and the Portfolio; (vii) maintaining and preserving records related to the purchase, redemption and other account activity of investors; (viii) providing statements to investors; (ix) furnishing proxy materials, periodic fund reports, prospectuses and other communications to investors as

 

EQ Advisors Trust   Fund distribution arrangements   29


required; (x) assisting with proxy solicitations on behalf of the Portfolio, including soliciting and compiling voting instructions from Contract owners; (xi) responding to inquiries from investors about the Portfolio and (xii) providing information in order to assist the Portfolio in its compliance with state securities laws.

 

Such payments also may be made to provide additional compensation to financial intermediaries for various marketing support services, including, without limitation, providing

periodic and ongoing education and training and support of financial intermediary personnel regarding the Portfolio and the financial planning needs of investors who purchase through financial intermediaries; adding the Portfolio to the list of underlying investment options in an insurance company’s variable products; disseminating to financial intermediary personnel information and product marketing materials regarding the Portfolio; explaining to financial intermediaries’ clients the features and characteristics of the Portfolio; conducting due diligence regarding the Portfolio; granting access (in some cases on a preferential basis over other competitors) to sales meetings, sales representatives and management representatives of the financial intermediary; and providing business planning assistance, marketing support, advertising and other services. The Distributor and its affiliates may make other payments or allow other promotional incentives to financial intermediaries to the extent permitted by SEC and FINRA rules and by other applicable laws and regulations.

 

The Distributor and its affiliates may make the payments described above in order to promote the sale of Portfolio shares and the retention of those investments by clients of insurance companies and other qualified investors. To the extent these financial intermediaries sell more shares of the Portfolio or retain shares of the Portfolio in their customers’ accounts, the Adviser, the Distributor and their affiliates may directly or indirectly benefit from the incremental management and other fees paid to the Adviser and the Distributor by the Portfolio with respect to those assets.

 

The Portfolio’s portfolio transactions are not used as a form of sales-related compensation to financial intermediaries that promote or sell shares of the Portfolio and the promotion or sale of such shares is not considered as a factor in the selection of broker-dealers to execute the Portfolio’s portfolio transactions. The Adviser places, and each Sub-Adviser is required to place, the Portfolio’s portfolio transactions with broker-dealer firms based on the firm’s ability to provide the best net results from the transaction to the Portfolio. To the extent that the Adviser or a Sub-Adviser determines that a financial intermediary can provide the Portfolio with the best net results, the Adviser or the Sub-Adviser may place the Portfolio’s portfolio transactions with the financial intermediary even though it sells or has sold shares of the Portfolio.

 

You can find further information in the SAI about the payments made by the Distributor, the Adviser, or their affiliates and the services provided by your financial intermediary. You can also ask your financial intermediary about any payments it receives from the Distributor, the Adviser, or their affiliates (and any conflicts of interest that such payments may create) and any services your financial intermediary provides, as well as about fees and/or commissions it charges. Your financial intermediary may charge you fees or commissions in addition to those disclosed in this Prospectus. Financial intermediaries may categorize and disclose these arrangements to their clients and to members of the public in a manner different from the disclosures in this Prospectus and the SAI.

 

30   Fund distribution arrangements   EQ Advisors Trust


6. Buying and selling shares

 

 

 

All shares are purchased and sold at their net asset value without any sales load. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. The Portfolio typically expects to meet redemption requests by paying out available cash or proceeds from selling portfolio holdings, which may include cash equivalent portfolio holdings. Redemption methods also may include redeeming in kind under appropriate circumstances, such as in connection with transactions involving the substitution of shares of one Portfolio (the replacement portfolio) for shares of another Portfolio (the replaced portfolio) held by insurance company separate accounts to fund Contracts. The Portfolio reserves the right to suspend or change the terms of purchasing shares.

 

The Trust may suspend the right of redemption for any period or postpone payment for more than seven days when the New York Stock Exchange is closed (other than a weekend or holiday) or when trading is restricted by the SEC or the SEC declares that an emergency exists. Redemptions may also be suspended and payments may be postponed for more than seven days during other periods permitted by the SEC. The Portfolio may pay the redemption price in whole or part by a distribution in kind of readily marketable securities in lieu of cash or may take up to seven days to pay a redemption request in order to raise capital, when it is detrimental for the Portfolio to make cash payments as determined in the sole discretion of EIM.

 

The Trust, on behalf of the Portfolio, believes that it is in the best interests of its long-term investors to discourage frequent purchases, redemptions, exchanges and transfers (referred to collectively as “frequent trading”) of Portfolio shares. If you intend to trade frequently and/or use market timing investment strategies, you should not purchase this Portfolio.

 

Frequent trading of Portfolio shares, including market timing and other program trading or short-term trading strategies, may be disruptive to the Portfolio. Frequent trading may adversely affect Portfolio performance and the interests of long-term investors by, among other things, requiring the Portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, the Portfolio may have to sell its holdings to have the cash necessary to redeem the market timer’s shares. This can happen when it is not advantageous to sell any securities, so the Portfolio’s performance may be hurt. When large dollar amounts are involved, frequent trading can also make it difficult to use long-term investment strategies because the Portfolio cannot predict how much cash it will have to invest, and the Portfolio’s portfolio management team may have to allocate a significant amount of assets to cash and other short-term investments or sell investments, rather than maintaining investments selected to achieve the Portfolio’s investment objective. In addition, frequent trading of Portfolio shares may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, the Portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of frequent trading.

 

To the extent that the Portfolio invests a significant portion of its assets in foreign securities, it will tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than funds that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. market. This short-term arbitrage activity can reduce the return received by long-term investors. The Portfolio will seek to minimize these opportunities by using fair value pricing, as described in “How Portfolio Shares are Priced” below.

 

In addition, to the extent that the Portfolio invests in securities that are, or may be, restricted, unlisted, traded infrequently, thinly traded, or relatively illiquid, it also may be vulnerable to market timing and short-term trading strategies. Traders using such strategies may seek to take advantage of a possible differential between the last available market prices for one or more of those relatively illiquid securities that are used to calculate the value of the Portfolio’s shares and the latest indications of market values for those securities. For example, high-yield securities may present opportunities for short-term trading strategies because the market for such securities may be less liquid than the market for higher quality securities, which could result in pricing inefficiencies. One of the objectives of the Trust’s fair value pricing procedures, as described in “How Portfolio Shares are Priced” below, is to minimize the possibilities of this type of arbitrage; however, there can be no assurance that the Trust’s valuation procedures will be successful in eliminating it.

 

The Trust has adopted certain policies and procedures discussed below to discourage what it considers to be frequent trading. For Contractholders who have invested in shares of the Portfolio through an insurance company separate account, frequent trading includes frequent transfers between the Portfolios available through the policy or contract. The

 

EQ Advisors Trust   Buying and selling shares   31


Trust and the Portfolio discourage frequent trading of Portfolio shares by Contractholders and will not make special arrangements to accommodate such trading. As a general matter, the Trust and the Portfolio reserve the right to reject any transfer request that they believe, in their sole discretion, is disruptive (or potentially disruptive) to the management of the Portfolio.

 

If EIM, on behalf of the Trust, determines that a Contractholder’s transfer patterns are disruptive to the Portfolio, EIM or an affiliate may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. EIM or an affiliate may also refuse to act on transfer instructions of an agent acting under a power of attorney who is acting on behalf of more than one owner. In making these determinations, EIM or an affiliate may consider the combined transfer activity of Contracts that it believes are under common ownership, control or direction.

 

The Trust currently considers transfers into and out of (or vice versa) the same Portfolio within a five-business day period as potentially disruptive trading activity. In order to reduce disruptive trading activity, the Trust monitors the frequency of transfers, including the size of transfers in relation to portfolio assets, in the Portfolio. The Trust aggregates inflows and outflows for the Portfolio on a daily basis. When a potentially disruptive transfer into or out of the Portfolio occurs on a day when the Portfolio’s net inflows and outflows exceed an established monitoring threshold, EIM or an affiliate sends a letter to the Contractholder explaining that there is a policy against disruptive trading activity and that if such activity continues, EIM or an affiliate may take the actions described above to restrict the availability of voice, fax and automated transaction services. If such Contractholder is identified a second time as engaging in potentially disruptive trading activity, EIM or an affiliate currently will restrict the availability of voice, fax and automated transaction services. EIM or an affiliate currently will apply such action for the remaining life of each affected Contract. Because EIM or an affiliate exercises discretion in determining whether or not to take the actions discussed above, some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of the frequent transfer activity. Although Contractholders who have engaged in disruptive trading activity currently receive letters notifying them of EIM’s or an affiliate’s intention to restrict access to communication services, such letters may not continue to be provided in the future.

 

The policies and procedures described above also apply to retirement plan participants.

 

The policies and procedures described above do not apply to funds of funds managed by EIM. The Trust generally does not consider trading activity by any funds of funds managed by EIM or trading activity associated with approved asset allocation programs to be disruptive trading activity.

 

The Trust seeks to apply its policies and procedures to all Contractholders, including Contractholders whose accounts are held through any omnibus accounts, uniformly. It should be recognized, however, that such policies and procedures are subject to limitations:

 

 

There is no assurance that the methods described above will prevent frequent trading or other trading that may be deemed disruptive. The Trust’s procedures do not eliminate the possibility that frequent trading will occur or that Portfolio performance will be affected by such activity.

 

 

The design of such policies and procedures involves inherently subjective judgments, which EIM and its affiliates, on behalf of the Trust, seek to make in a fair and reasonable manner consistent with the interests of all Contractholders.

 

 

The limits on the ability to monitor potentially disruptive trading mean that some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent trading while others will bear the effect of such trading.

 

Consistent with seeking to discourage potentially disruptive trading, EIM, or an affiliate thereof, or the Trust also may, in its sole discretion and without further notice, change what it considers potentially disruptive trading and its monitoring procedures and thresholds, as well as change its procedures to restrict such trading. You should consult the Contract prospectus that accompanies this Prospectus for information on other specific limitations on the transfer privilege.

 

Notwithstanding our efforts, we may be unable to detect or deter market timing activity by certain persons, which can lead to disruption of management of, and excess costs to, the Portfolio.

 

32   Buying and selling shares   EQ Advisors Trust


7. How portfolio shares are priced

 

 

 

“Net asset value” is the price of one share of the Portfolio without a sales charge, and is calculated each business day using the following formula:

 

     Net Asset
Value  =
  Total market value
of securities
  +   Cash and
other assets
    Liabilities     
  Number of outstanding shares    

 

The net asset value of Portfolio shares is determined according to this schedule:

 

 

A share’s net asset value is normally determined on each day the New York Stock Exchange (“Exchange”) is open for trading as of 4:00 pm Eastern Time. In the event of an emergency or other disruption in trading on the Exchange, a share’s price would still normally be determined as of 4:00 pm Eastern Time.

 

 

The price for purchasing or redeeming a share will be based upon the net asset value next calculated after an order is received and accepted by the Portfolio or its designated agent.

 

 

To the extent the Portfolio invests in foreign securities, it may have net asset value changes on days when shares cannot be purchased or sold because foreign securities sometimes trade on days when the Portfolio’s shares are not priced.

 

Generally, Portfolio securities are valued as follows:

 

 

Equity securities (including securities issued by ETFs) — most recent sales price or official closing price or if there is no sale or official closing price, latest available bid price.

 

 

Debt securities — based upon pricing service valuations. Debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost.

 

 

Convertible bonds and unlisted convertible preferred stocks — valued at prices obtained from a pricing service for such instruments or, if a pricing service price is not available, at bid prices obtained from one or more of the major dealers in such bonds or stocks. Where there is a discrepancy between dealers, values may be adjusted based on recent premium spreads to the underlying common stocks. Convertible bonds may be matrix-priced based upon the conversion value to the underlying common stocks and market premiums.

 

 

Securities traded on foreign exchanges — most recent sales or bid price on the foreign exchange or market, unless a significant event or circumstance occurs after the close of that market or exchange that will materially affect its value. In that case, the security will be valued using the fair value procedures by or under the direction of the Trust’s Board of Trustees at the close of regular trading on the Exchange. Foreign currency is converted into U.S. dollar equivalent daily at current exchange rates.

 

 

Options — for exchange-traded options last sales price or, if not available, previous day’s sales price. If the bid price is higher or the asked price is lower than the last sale price, the higher bid or lower asked price may be used. Options not traded on an exchange or actively traded are valued according to fair value methods.

 

 

Futures — last settlement price or, if there is no sale, latest available bid price.

 

 

Investment company securities — shares of open-end mutual funds (other than ETFs) held by the Portfolio will be valued at the net asset value of the shares of such funds as described in these funds’ prospectuses.

 

 

Repurchase agreements and reverse repurchase agreements — valued at original cost (par) plus accrued interest. Other pricing methods may be utilized such as amortized cost depending on the features of the instrument.

 

 

Swaps utilize prices provided by approved pricing services.

 

Securities and assets for which market quotations are not readily available, for which valuation cannot be provided or for which events or circumstances occurring after the close of the relevant market or exchange materially affect their value are valued pursuant to the fair value procedures in good faith by or under the direction of the Board of Trustees of the Trust. For example, a security whose trading has been halted during the trading day may be fair valued based on the available information at the time of the close of the trading market. Similarly, securities for which there is no ready market (e.g., securities of certain small capitalization issuers, high yield securities and securities of certain issuers located in emerging markets) also may be fair valued. Some methods for valuing these securities may include: fundamental analysis (earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities.

 

Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined, such as foreign securities trading on foreign exchanges that close before the time the net asset value of Portfolio shares is determined, may be reflected in the Trust’s calculations of

 

EQ Advisors Trust   How portfolio shares are priced   33


net asset values for the Portfolio when the Trust deems that the particular event or circumstance would materially affect the Portfolio’s net asset value. Such events or circumstances may be company specific, such as an earnings report, country or region specific, such as a natural disaster, or global in nature. Such events or circumstances also may include price movements in the U.S. securities markets.

 

The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Trust’s Board of Trustees believes will reflect fair value. As such, fair value pricing is based on subjective judgments and it is possible that fair value may differ materially from the value realized on a sale. This policy is intended to assure that the Portfolio’s net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of the Portfolio’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Portfolio’s net asset value by those traders.

    

 

34   How portfolio shares are priced   EQ Advisors Trust


8. Dividends and other distributions and tax consequences

 

 

 

Dividends and Other Distributions

 

The Portfolio generally distributes most or all of its net investment income and net realized gains, if any, annually. Dividends and other distributions by the Portfolio are automatically reinvested at net asset value in shares of the distributing class of the Portfolio.

 

Tax Consequences

 

The Portfolio is treated as a separate corporation, and intends to qualify each taxable year to be treated as a regulated investment company (“RIC”), for federal income tax purposes. The Portfolio will be so treated if it meets specified federal income tax requirements, including requirements regarding types of investments, diversification limits on investments, types of income, and distributions. To comply with all these requirements may, from time to time, necessitate the Portfolio’s disposition of one or more investments when it might not otherwise do so. A RIC that satisfies the federal tax requirements is not taxed at the entity (Portfolio) level to the extent it passes through its net income and net realized gains to its shareholders by making distributions. Although the Trust intends that the Portfolio will be operated to have no federal tax liability, if the Portfolio does have any federal tax liability, that would hurt its investment performance. Also, to the extent that the Portfolio invests in foreign securities or holds foreign currencies, it could be subject to foreign taxes that would reduce its investment performance.

 

It is important for the Portfolio to maintain its RIC status (and to satisfy certain other requirements), because the shareholders of the Portfolio that are insurance company separate accounts will then be able to use a ”look-through” rule in determining whether those accounts meet the investment diversification rules applicable to them. If the Portfolio failed to meet those diversification rules, owners of non-pension plan Contracts indirectly funded through the Portfolio would be taxed immediately on the accumulated investment earnings under their Contracts and would lose any benefit of tax deferral. EIM, in its capacity as the Adviser of the Trust, therefore carefully monitors the Portfolio’s compliance with all of the RIC requirements and separate account investment diversification rules.

 

Contractholders seeking to more fully understand the tax consequences of their investment should consult with their tax advisers or the insurance company that issued their Contract or refer to their Contract prospectus.

    

 

EQ Advisors Trust   Dividends and other distributions and tax consequences   35


9. Glossary of Terms

 

 

Bid price — The price a prospective buyer is ready to pay. This term is used by traders who maintain firm bid and offer prices in a given security by standing ready to buy or sell security units at publicly quoted prices.

 

Core investing — An investment style that includes both the strategies used when seeking either growth companies (those with strong earnings growth) or value companies (those that may be temporarily out of favor or have earnings or assets not fully reflected in their stock price).

 

Derivative — A financial instrument whose value and performance are based on the value and performance of an underlying asset, reference rate or index.

 

Diversification — The strategy of investing in a wide range of companies to reduce the risk if an individual company suffers losses.

 

Duration — A measure of how much a bond’s price fluctuates with changes in interest rates. As a general rule, for every 1% increase or decrease in interest rates, a bond’s price will change approximately 1% in the opposite direction for every year of duration. For example, if a bond has a duration of five years and interest rates increase by 1%, the bond’s price will decline by approximately 5%. Conversely, if a bond has a duration of five years and interest rates fall by 1%, the bond’s price will increase by approximately 5%. Other factors can influence a bond portfolio’s performance and share price. Accordingly, a bond portfolio’s actual performance will likely differ from the example. Typically, the longer the maturity or duration of a bond, the greater the effect a change in interest rates could have on the bond’s price. Thus, a bond portfolio’s sensitivity to interest rate risk will increase with any increase in the bond portfolio’s duration.

 

Earnings growth — A pattern of increasing rate of growth in earnings per share from one period to another, which usually causes a stock’s price to rise.

 

Fundamental analysis — An analysis of the balance sheet and income statements of a company in order to forecast its future stock price movements. Fundamental analysis considers past records of assets, earnings, sales, products, management and markets in predicting future trends in these indicators of a company’s success or failure. By appraising a company’s prospects, analysts using such an approach assess whether a particular stock or group of stocks is undervalued or overvalued at its current market price.

 

Growth investing — An investment style that emphasizes companies with strong earnings growth. Growth investing is generally considered more aggressive than “value” investing.

 

Interest rate — Rate of interest charged for the use of money, usually expressed as an annual rate.

 

Market capitalization — Market price of a company’s shares multiplied by number of shares outstanding. A common measure of the relative size of a company.

 

Net asset value (NAV) — The market value of one share of a portfolio on any given day without taking into account any sales charges. It is determined by dividing a portfolio’s total net assets by the number of shares outstanding.

 

Value investing — An investment style that focuses on companies that may be temporarily out of favor or have earnings or assets not fully reflected in their stock prices.

 

Volatility — The general variability of a portfolio’s value resulting from price fluctuations of its investments. In most cases, the more diversified a portfolio is, the less volatile it will be.

 

Yield — The rate at which a portfolio earns income, expressed as a percentage. Mutual fund yield calculations are standardized, based upon a formula developed by the SEC.

 

36   Glossary of Terms   EQ Advisors Trust


10. Financial Highlights

 

 

Because the Portfolio has not commenced operations as of the date of this Prospectus, financial highlights are not available for the Portfolio.

 

EQ Advisors Trust   Financial Highlights   37


 

 

 

 

If you would like more information about the Portfolio, the following documents (including a copy of this Prospectus) are available at the Trust’s website: www.equitable-funds.com, free of charge.

 

Annual and Semi-Annual Reports — Include more information about the Portfolio’s investments and performance. The reports usually include performance information, a discussion of market conditions and the investment strategies that significantly affected the Portfolio’s performance during the most recent fiscal period.

 

Statement of Additional Information (SAI) — Provides more detailed information about the Portfolio, has been filed with the SEC and is incorporated into this Prospectus by reference.

 

Portfolio Holdings Disclosure — A description of the Portfolio’s policies and procedures with respect to the disclosure of its portfolio securities holdings is available in the Portfolio’s SAI, which is available on the Portfolio’s website.

 

To order a free copy of the Portfolio’s SAI and/or Annual and Semi-Annual Report, or to request other information about the Portfolio or make other shareholder inquiries, contact your financial professional, or the Portfolio at:

 

EQ Advisors Trust

1290 Avenue of the Americas

New York, New York 10104

Telephone: 1-877-222-2144

 

Your financial professional or EQ Advisors Trust will also be happy to answer your questions or

to provide any additional information that you may require.

 

Reports and other information about the Portfolio are available on the EDGAR database on the SEC’s Internet site at:

 

http://www.sec.gov

 

Investors may also obtain copies of this information, after paying a duplicating fee, by electronic request at the following E-mail address:

publicinfo@sec.gov

 

Each business day, the Portfolio’s net asset values are transmitted electronically to insurance companies that use the Portfolio as an underlying investment option for Contracts.

 

EQ Advisors Trust

 

(Investment Company Act File No. 811-07953)

 

© 2021 EQ Advisors Trust


The information in this statement of additional information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This statement of additional information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion

Preliminary statement of additional information dated September 24, 2021

EQ ADVISORS TRUSTSM

Class IB and Class K Shares

STATEMENT OF ADDITIONAL INFORMATION

December     , 2021

 

EQ/AB Sustainable U.S. Thematic Portfolio

Equitable Growth MF/ETF Portfolio

Equitable Moderate Growth MF/ETF Portfolio

 

This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the prospectuses for the EQ Advisors Trust (“Trust”) dated December     , 2021, as they may be supplemented from time to time (each a “Prospectus” and together the “Prospectuses”), which may be obtained without charge by calling Equitable Financial Life Insurance Company (“Equitable Financial”) toll-free at 1-877-222-2144 or writing to the Trust at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise defined herein, capitalized terms have the meanings given to them in the Prospectuses.

 

    

 

 

(387190)


TABLE OF CONTENTS

 

     Page  

Description of the Trust

     3  

Trust Investment Policies

     4  

Investment Strategies and Risks

     7  

Portfolio Holdings Disclosure Policy

     77  

Management of the Trust

     80  

Investment Management and Other Services

     92  

Brokerage Allocation and Other Strategies

     102  

Proxy Voting Policies and Procedures

     104  

Conflicts of Interest

     105  

Purchase, Redemption and Pricing of Shares

     115  

Taxation

     117  

Other Information

     121  

Other Services

     123  

Financial Statements

     124  

Appendix A — Descriptions of Ratings

     A-1  

Appendix B — Portfolio Manager Information

     B-1  

Appendix C — Proxy Voting Policies and Procedures

     C-1  


DESCRIPTION OF THE TRUST

EQ Advisors Trust is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust was organized as a Delaware statutory trust on October 31, 1996, under the name “787 Trust.” The Trust changed its name to “EQ Advisors Trust” effective November 25, 1996. (See “Other Information.”)

Equitable Investment Management Group, LLC (the “Adviser” or “EIM”) serves as the investment adviser for the Trust.

This SAI contains information with respect to Class IB and Class K shares of the EQ/AB Sustainable U.S. Thematic Portfolio, Equitable Growth MF/ETF Portfolio, and Equitable Moderate Growth MF/ETF Portfolio (each, a “Portfolio” and together, the “Portfolios”). The Trust currently offers one-hundred and four (104) portfolios, forty-eight (48) of which are authorized to issue Class IA, Class IB and Class K shares, fifty-two (52) of which are authorized to issue Class IB and Class K shares, and four (4) of which are authorized to issue Class K shares. The Trust’s Board of Trustees (“Board”) is permitted to create additional portfolios or classes. The assets of the Trust received for the issue or sale of shares of each of its portfolios and all income, earnings, profits and proceeds thereof, subject to the rights of creditors, are allocated to such portfolio, and constitute the assets of such portfolio. The assets of each portfolio of the Trust are charged with the liabilities and expenses attributable to such portfolio, except that liabilities and expenses may be allocated to a particular class. Any general expenses of the Trust are allocated between or among any one or more of its portfolios or classes.

Class K shares are offered at net asset value and are not subject to distribution fees imposed pursuant to a distribution plan. Class IB shares are offered at net asset value and are subject to fees imposed under a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Distribution Plan”). Each class of shares is offered under the Trust’s multi-class distribution system, which is designed to allow promotion of insurance products investing in the Trust through alternative distribution channels. Under the Trust’s multi-class distribution system, shares of each class of a Portfolio represent an equal pro rata interest in that Portfolio and, generally, will have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class has a different designation; (b) each class bears its “Class Expenses”; (c) each class has exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution arrangements; (d) each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; (e) each class may have separate exchange privileges, although exchange privileges are not currently contemplated; and (f) each class may have different conversion features, although a conversion feature is not currently contemplated. Expenses currently designated as “Class Expenses” by the Board under the Trust’s multiple-class plan pursuant to Rule 18f-3 under the 1940 Act are currently limited to payments made to the Distributor, as defined later in this SAI, for the Class IB shares pursuant to the Rule 12b-1 Distribution Plan.

The Trust’s shares may be sold to insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts (collectively, “Contracts”) issued or to be issued by Equitable Financial or other affiliated or unaffiliated insurance companies and, to the extent permitted by applicable law, to tax-qualified retirement plans (“Retirement Plans”), other series of the Trust and series of EQ Premier VIP Trust, a separate registered investment company managed by the Adviser that currently sells its shares to such accounts and plans. Shares of each Portfolio also may be sold to any other person who may hold such shares and not preclude a separate account that invests in the Portfolio from using a certain “look-through” rule set forth in the Internal Revenue Code of 1986, as amended (“Code”), and the regulations thereunder, described in the section of this SAI entitled “Taxation.” Class K shares of the Portfolios are sold only to other portfolios of the Trust, portfolios of EQ Premier VIP Trust, and certain group annuity and Retirement Plans.

The Trust does not currently foresee any disadvantage to Contract owners arising from offering the Trust’s shares to separate accounts of insurance companies that are unaffiliated with one another or the Equitable 401(k) Plan (the “Equitable Plan”) or other Retirement Plans. However, it is theoretically possible that the interests of owners of various Contracts participating in the Trust through separate accounts or the Equitable Plan or other Retirement Plan participants might at some time be in conflict. In the case of a material irreconcilable conflict, one or more separate accounts or the Equitable Plan or other Retirement Plan

 

3


might withdraw its investments in the Trust, which might force the Trust to sell portfolio securities at disadvantageous prices. The Board will monitor the Portfolios for the existence of any material irreconcilable conflicts between or among such separate accounts, the Equitable Plan and other Retirement Plans and will take whatever remedial action may be necessary.

Each Portfolio is classified as a “diversified” portfolio under the 1940 Act. Currently under the 1940 Act, a diversified portfolio may not, with respect to 75% of its total assets, invest in a security if, as a result of such investment, more than 5% of the portfolio’s total assets would be invested in the securities of any one issuer or the portfolio would hold more than 10% of the outstanding voting securities of any one issuer. These percentage limitations do not apply to securities issued or guaranteed by the U.S. government, its agencies and instrumentalities or to securities issued by other investment companies. With respect to the remaining 25% of its total assets, a diversified portfolio may invest more than 5% of its total assets in the securities of one issuer. Repurchase agreements will not be considered to be subject to the above-stated 5% limitation if the collateral underlying the repurchase agreements consists exclusively of obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities. In addition, mortgage- and asset-backed securities will not be considered to have been issued by the same issuer by reason of the securities having the same sponsor, and mortgage- and asset-backed securities issued by a finance or other special purpose subsidiary that are not guaranteed by the parent company will be considered to be issued by a separate issuer from the parent company. The 1940 Act provides that a portfolio may not change its classification from diversified to non-diversified unless authorized by the vote of a majority of the outstanding voting securities of the portfolio.

The diversification requirement is applied at the time a Portfolio invests its assets in an issuer. If, subsequent to an investment by a Portfolio, the value of the Portfolio’s position in the issuer increases above the 5% or 10% thresholds described above, the Portfolio may continue to hold the investment and this generally will not result in a violation of the diversification policy. However, appreciation in the value of the position above these thresholds could negatively affect a Portfolio’s flexibility in making additional investments in securities of the applicable issuer. In addition, appreciation in the value of the position could cause a Portfolio to be subject to additional risks. For example, a Portfolio’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence. In addition, to the extent that this results in a Portfolio investing more heavily in one sector, industry, or sub-sector of the market, the Portfolio’s performance will be especially sensitive to developments that significantly affect that sector, industry, or sub-sector. An individual sector, industry, or sub-sector of the market may be more volatile, and may perform differently, than the broader market.

TRUST INVESTMENT POLICIES

Fundamental Restrictions

Each Portfolio has adopted certain investment restrictions that are fundamental and may not be changed without approval by a “majority” vote of such Portfolio’s shareholders. Such majority is defined in the 1940 Act as the lesser of: (i) 67% or more of the voting securities of such Portfolio present in person or by proxy at a meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of such Portfolio.

Set forth below are each of the fundamental restrictions adopted by each of the Portfolios.

Each Portfolio will not:

 

(1)

issue senior securities to the extent such issuance would violate the 1940 Act, and the rules thereunder, as interpreted or modified by regulatory authority having jurisdiction from time to time, and any applicable exemptive relief.

 

(2)

borrow money, except as permitted under the 1940 Act, and the rules thereunder, as interpreted or modified by regulatory authority having jurisdiction from time to time, and any applicable exemptive relief.

 

(3)

engage in the business of underwriting securities issued by others, except to the extent that the sale of portfolio securities by the Portfolio may be deemed to be an underwriting or as otherwise permitted by the 1940 Act, and the rules thereunder, as interpreted or modified by regulatory authority having jurisdiction from time to time, and any applicable exemptive relief.

 

4


(4)

concentrate its investments in a particular industry or group of industries, as the term “concentration” is used in the 1940 Act, and the rules thereunder, as interpreted or modified by regulatory authority having jurisdiction from time to time, and any applicable exemptive relief.

 

(5)

purchase or sell real estate, except that the Portfolio may purchase and sell securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business, and the Portfolio may purchase and sell real estate acquired as a result of the ownership of securities or other instruments.

 

(6)

purchase or sell physical commodities to the extent prohibited by the 1940 Act and other applicable laws, and the rules thereunder, as interpreted or modified by regulatory authorities having jurisdiction from time to time, and any applicable exemptive relief.

 

(7)

make loans to other persons to the extent prohibited by the 1940 Act, and the rules thereunder, as interpreted or modified by regulatory authority having jurisdiction from time to time, and any applicable exemptive relief.

Notations Regarding the Portfolios’ Fundamental Restrictions

Each Portfolio’s fundamental restrictions are written and will be interpreted broadly. From time to time, the Securities and Exchange Commission (“SEC”) and members of its staff, and others, issue formal or informal views on various provisions of the 1940 Act and the rules thereunder, including through no-action letters and exemptive orders. For flexibility, each Portfolio’s fundamental restrictions will be interpreted with regard to these interpretations or modifications, as they are given from time to time. Therefore, it is possible that the interpretation of a Portfolio’s fundamental restrictions could change in the future.

The following notations are not considered to be part of a Portfolio’s fundamental restrictions and are subject to change without shareholder approval.

Senior Securities and Borrowing (notations regarding the fundamental restrictions set forth in (1) and (2) above)

“Senior securities” generally are obligations that have a priority over a portfolio’s shares with respect to the distribution of portfolio assets or the payment of dividends. Borrowings are viewed as involving the creation of a senior security. Under the 1940 Act, an open-end fund currently may not issue senior securities, except that a portfolio is permitted to borrow money in an amount not in excess of 33 1/3% of the portfolio’s total assets (including the amount of the senior securities issued but reduced by any liabilities not constituting senior securities) at the time of the issuance or borrowing, and except that a portfolio may borrow up to an additional 5% of its total assets (not including the amount borrowed) for temporary purposes, such as clearance of portfolio transactions and share redemptions. Any Portfolio borrowings that come to exceed these amounts will be reduced in accordance with applicable law. SEC staff guidance and interpretations, however, permit a portfolio, provided certain conditions are met, to engage in a number of types of transactions that might otherwise be considered to create senior securities. For purposes of each Portfolio’s fundamental restrictions, provided such conditions are met, short sale transactions, the purchase or sale of securities on a “when-issued,” delayed delivery or forward commitment basis, the purchase and sale of other financial contracts or derivative instruments such as swaps, options, futures, forward and spot currency contracts and collateral and segregation arrangements with respect thereto, and deposits of margin will not be deemed to be the issuance of a senior security, a borrowing or a pledge of assets.

Underwriting (notations regarding the fundamental restriction set forth in (3) above)

A portfolio engaging in transactions involving the acquisition or disposition of portfolio securities may be considered to be an “underwriter” under certain federal securities laws. Although it is not believed that the application of the federal securities laws so described would cause the Portfolios to be engaged in the business of underwriting, the fundamental restriction will be interpreted not to prevent the Portfolios from engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether a Portfolio may be considered to be within the technical definition of an underwriter under the federal securities laws or is otherwise engaged in the underwriting business to the extent permitted under applicable law.

Concentration (notations with respect to the fundamental restriction set forth in (4) above)

 

 

5


While the 1940 Act does not define what constitutes “concentration” in an industry, the SEC staff has taken the position that investment of 25% or more of a portfolio’s total assets in one or more issuers conducting their principal business activities in the same industry or group of industries constitutes concentration. The fundamental restriction does not apply to securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or obligations the interest on which is excludable from gross income for federal income tax purposes issued or guaranteed by a U.S. territory or possession or a state or local government, or a political subdivision of any of the foregoing. Private activity municipal securities are not included within the exclusion for political subdivisions. In addition, investments in other investment companies are not considered an investment in any particular industry for purposes of the fundamental restriction. Industries generally are determined by reference to the classifications of industries set forth in the Portfolios’ shareholder reports. With respect to each Portfolio’s investments in options, futures, swaps and other derivative transactions, industries may be determined by reference to the industry of the reference asset. Each Portfolio may invest in securities of other investment companies or investment vehicles that may concentrate their assets in one or more industries. Each Portfolio may consider the concentration of such investment companies and investment vehicles in determining compliance with the fundamental restriction.

Commodities (notations with respect to the fundamental restriction set forth in (6) above)

The 1940 Act generally does not prohibit a portfolio from investing in commodities or commodity-related instruments. A portfolio is, however, limited in the amount of illiquid assets it may purchase, and certain commodities, especially physical commodities, may be considered to be illiquid. Each Portfolio may purchase or sell currencies and securities or other instruments backed by physical commodities and may purchase, sell or enter into options, futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments, including commodity-linked derivative instruments. Each Portfolio may, consistent with the fundamental restriction, transact in securities of exchange-traded funds (“ETFs”) or similar instruments that provide exposure to physical commodities. A Portfolio will not qualify as a “regulated investment company” under Section 851(a) of the Code (a “RIC”) in any taxable year, however, for which more than 10% of its gross income consists of certain “non-qualifying” income, which includes gains from selling physical commodities (or options or futures contracts thereon unless the gain is realized from certain hedging transactions). To remain within that limitation, a Portfolio may need to limit its purchases of commodity-related investments that generate non-qualifying income, hold such an investment to avoid realizing non-qualifying income, sell such an investment at a loss, or take other actions, such as sell other investments, when for investment reasons it would not otherwise do so. A Portfolio would not intend to sell commodity-related investments when doing so would cause it to fail to qualify as a RIC.

Loans (notations with respect to the fundamental restriction set forth in (7) above)

The fundamental restriction allows each Portfolio to engage in all forms of lending (including loans of cash and portfolio securities) — and thus become a creditor — to the full extent permitted under the 1940 Act and related interpretations, as in effect from time to time. For purposes of the fundamental restriction, the acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers’ acceptances or similar instruments and repurchase agreements will not be considered the making of a loan. In addition, the fundamental restriction would allow each Portfolio to engage in interfund lending, subject to SEC approval of an exemptive application. Interfund lending would allow each Portfolio to temporarily lend cash to another portfolio, subject to certain conditions of the exemptive relief. An interfund borrowing and lending program may provide the opportunity for a borrowing portfolio to pay an interest rate lower than what would be typically available from a bank, and the opportunity for a lending portfolio to receive an interest rate higher than what could be typically expected from investing cash in short-term instruments for cash management purposes. While the Portfolios have not applied for interfund lending relief, they may do so in the future.

Non-Fundamental Restrictions

The following investment restrictions generally apply to each Portfolio (unless otherwise indicated) but are not fundamental. They may be changed for any Portfolio by the Board and without a vote of that Portfolio’s shareholders.

A Portfolio will not purchase any investment if, as a result, more than 15% of its net assets would be invested in illiquid investments as such term is defined by Rule 22e-4 of the 1940 Act. If, through a change in values,

 

6


net assets, or other circumstances, a Portfolio were in a position where more than 15% of its net assets were invested in illiquid investments, the Portfolio, in accordance with Rule 22e-4(b)(1)(iv), will report the occurrence to both the Board and the SEC and take steps to bring the aggregate amount of illiquid investments back within the prescribed limitation within a reasonable period of time.

Each Portfolio will not invest more than 15% of its net assets in collateralized debt obligations or non-agency collateralized mortgage obligations.

If shares of a Portfolio are purchased by another portfolio in reliance on Section 12(d)(1)(G) of the 1940 Act, for so long as shares of the Portfolio are held by such portfolio, the Portfolio will not purchase securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.

A Portfolio may, notwithstanding any fundamental or non-fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same investment objective, policies and limitations as the Portfolio.

Equitable Growth MF/ETF Portfolio and Equitable Moderate Growth MF/ETF Portfolio each have a policy regarding how at least 80% of its assets will be invested, and neither of these Portfolios may change its respective policy without giving at least sixty (60) days’ written notice to its shareholders to the extent required by SEC rules.

The Portfolios have investment policies, limitations, or practices that are applicable “normally” or under “normal circumstances” or “normal market conditions” (as stated above and elsewhere in this SAI or in the Portfolios’ Prospectuses). Pursuant to the discretion of EIM and a Portfolio’s Sub-Adviser, if any, these investment policies, limitations, or practices may not apply during periods of abnormal purchase or redemption activity or during periods of unusual or adverse market, economic, political or other conditions. Such market, economic or political conditions may include periods of abnormal or heightened market volatility, strained credit and/or liquidity conditions, or increased governmental intervention in the markets or industries. These conditions may impact the markets or economy broadly or may be more focused in impacting particular industries, groups or parties, including impacting the Trust alone. During such periods, a Portfolio may not invest according to its principal investment strategies or in the manner in which its name may suggest, and may be subject to different and/or heightened risks. It is possible that such unusual or adverse conditions may continue for extended periods of time.

INVESTMENT STRATEGIES AND RISKS

In addition to a Portfolio’s principal investment strategies and principal risks discussed in its Prospectus, a Portfolio may engage in other types of investment strategies and may be subject to additional risks as further described below. Because the following is a combined description of investment strategies and risks for all the Portfolios, certain strategies or risks described below may not apply to particular Portfolios. A Portfolio may invest in or utilize any of these investment strategies and instruments or engage in any of these practices except where otherwise prohibited by law, by the Portfolio’s own investment policies and restrictions listed in the Prospectus, or under the “Fundamental Restrictions” in this SAI. However, no Portfolio is required to engage in any particular transaction or purchase any particular type of securities or investment even if to do so might benefit the Portfolio. Unless otherwise stated herein, all investment policies of the Portfolios may be changed by the Board without shareholder approval or notice. In addition, each Portfolio may be subject to restrictions on its ability to utilize certain investments or investment techniques. Unless otherwise stated herein, these additional restrictions may be changed with the consent of the Board but without approval by or notice to shareholders. A Portfolio that operates under a “fund of funds” structure, as described below, may have exposure to these investment strategies, instruments or practices, and their associated risks, either directly or indirectly through an underlying investment. Please refer to each Portfolio’s prospectus and investment restrictions for the policies and strategies pertinent to a particular Portfolio.

Each of the Equitable Growth MF/ETF Portfolio and the Equitable Moderate Growth MF/ETF Portfolio operates under a “fund of funds” structure under which the Portfolio invests substantially all of its assets in securities of other investment companies (“Underlying Portfolios”) managed by the Adviser or by investment managers other than the Adviser, and exchange-traded securities of other investment companies or investment vehicles (“Underlying ETFs”).

 

7


Each of these Portfolios may also invest in other instruments as set forth in its Prospectus and as permitted by applicable law. In addition to bearing directly the fees and expenses associated with a Portfolio, an investor in one of these Portfolios will bear indirectly the fees and expenses of the Underlying Portfolios and Underlying ETFs in which the Portfolio invests. In addition, the performance of each of these Portfolios is directly related to the ability of the Underlying Portfolios and Underlying ETFs to meet their respective investment objectives, as well as the Adviser’s allocation among the Underlying Portfolios and Underlying ETFs. Accordingly, the investment performance of each of these Portfolios will be influenced by the investment strategies of, and the risks and fees associated with, the Underlying Portfolios and Underlying ETFs in direct proportion to the amount of assets the Portfolio allocates to the Underlying Portfolios and Underlying ETFs utilizing such strategies. A summary of the investment objectives, strategies and risks of certain of the Underlying Portfolios and Underlying ETFs in which these Portfolios may invest is included in the relevant Prospectus for the Trust dated December     , 2021. A description of typical investment strategies or instruments that may apply to the Underlying Portfolios and Underlying ETFs is included in the section below. In this section, the term “a Portfolio” or “Portfolios” may include a Portfolio, an Underlying Portfolio, an Underlying ETF, or all of the above. For additional information about Underlying Portfolios that are series of the 1290 Funds, please see the prospectus and statement of additional information of the 1290 Funds (1940 Act File No. 811-22959) dated March 1, 2021, as may be supplemented from time to time. For additional information about the Underlying Portfolios that are managed by investment managers other than the Adviser and about the Underlying ETFs, please see their respective prospectuses and statements of additional information, which are required to be filed electronically with the SEC and may be obtained from its website (www.sec.gov) and, in many cases, are available from the respective websites associated with those Underlying Portfolios or Underlying ETFs.

Asset-Backed Securities.    Asset-backed securities represent direct or indirect participations in, or are secured by and payable from, pools of assets such as, among other things, motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, and receivables from revolving credit (credit card) agreements, or a combination of the foregoing. These assets are securitized through the use of trusts and special purpose corporations. Asset-backed securities can also be collateralized by a single asset (e.g., a loan to a specific corporation). Asset-backed securities that represent an interest in a pool of assets provide greater credit diversification than those representing an interest in a single asset. Asset-backed securities may include securities backed by pools of loans made to borrowers with blemished credit histories (“subprime” loans). The underwriting standards for subprime loans may be lower and more flexible than the standards generally used by lenders for borrowers with non-blemished credit histories with respect to the borrower’s credit standing and repayment history. Asset-backed securities present certain risks. For instance, in the case of credit card receivables, these securities are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Certain collateral may be difficult to locate in the event of default, and recoveries of depreciated or damaged collateral may not fully cover payments due on such collateral. In the case of automobile loans, most issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in all of the obligations backing such receivables. Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. If a Portfolio purchases asset-backed securities that are “subordinated” to other interests in the same pool of assets, the Portfolio as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. The subordinated securities may be more illiquid and less stable than other asset-backed securities.

The credit quality of asset-backed securities depends primarily on the quality of the underlying assets, the rights of recourse available against the underlying assets and/or the issuer, the level of credit enhancement, if any, provided for the securities, and the credit quality of the credit-support provider, if any. To lessen the effect of failures by obligors on underlying assets to make payments, the securities may contain elements of

 

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credit support which fall into two categories: (i) liquidity protection and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default ensures payment through insurance policies or letters of credit obtained by the issuer or sponsor from third parties. A Portfolio will not pay any additional or separate fees for credit support. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets. Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security. In addition, the risk of default by borrowers is greater during times of rising interest rates and/or unemployment rates and generally is higher in the case of asset pools that include subprime assets.

Asset-backed securities may be subject to interest rate risk and prepayment risk. In a period of declining interest rates, borrowers may prepay the underlying assets more quickly than anticipated, thereby reducing the yield to maturity and the average life of the asset-backed securities. Moreover, when a Portfolio reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid. In a period of rising interest rates, prepayments of the underlying assets may occur at a slower than expected rate, creating maturity extension risk. This particular risk may effectively change a security that was considered short- or intermediate-term at the time of purchase into a longer-term security. Since the value of longer-term securities generally fluctuates more widely in response to changes in interest rates than does the value of shorter-term securities, maturity extension risk could increase the volatility of a Portfolio.

Due to the possibility that prepayments (on automobile loans and other collateral) will alter the cash flow on asset-backed securities, it is not possible to determine in advance the actual final maturity date or average life. Faster prepayment will shorten the average life and slower prepayments will lengthen it. However, it is possible to determine what the range of that movement could be and to calculate the effect that it will have on the price of the security. In selecting these securities, a Sub-Adviser will look for those securities that offer a higher yield to compensate for any variation in average maturity.

Bankruptcy, Workout and Other Restructurings.    A Portfolio may pursue rights related to investments in certain bankruptcy, restructuring, or other workout proceedings. In such proceedings, the Adviser or a Sub-Adviser may cause a Portfolio to make new investments in a company if it believes it is in the Portfolio’s best interest to do so, including through the acquisition of new or additional debt or equity securities or the acquisition or the making of new or additional loans. Such proceedings may result in a Portfolio providing or supporting new financing or capital to the existing or a restructured company, including in the form of debtor-in-possession loans, exit financings, a committed credit facility, rights offerings, and/or back-stop agreements related to new financings or securities issuances. Participation by a Portfolio in such processes may involve the Portfolio bearing fees and expenses and expose the Portfolio to potential liabilities under the federal bankruptcy laws or other applicable laws. If the Adviser’s or a Sub-Adviser’s assessment of the eventual recovery value of a security proves incorrect or if the actions taken by an Adviser or a Sub-Adviser or its designee prove unsuccessful, a Portfolio may be required to accept cash or instruments worth less than originally anticipated. In addition, events, including unexpected or unforeseeable events, may occur during bankruptcy, restructuring, or other workout proceedings, which may adversely affect the value of the Portfolio’s investment and/or its recovery in the proceedings. A Portfolio could potentially lose more than its original investment to the extent, for example, the Portfolio makes new or additional investments or indemnifies its agents or other third parties for losses they incur in connection with their representation of the Portfolio in a bankruptcy, restructuring, or other workout proceeding.

Bonds.    Bonds are fixed or variable rate debt obligations, including bills, notes, debentures, money market instruments and similar instruments and securities. Mortgage- and asset-backed securities are types of bonds, and certain types of income-producing, non-convertible preferred stocks may be treated as bonds for investment purposes. Bonds generally are used by corporations, governments and other issuers to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and normally must repay the amount borrowed on or before maturity. Many preferred stocks and some bonds are “perpetual” in that they have no maturity date.

 

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Bonds are subject to interest rate risk and credit risk. In addition, significant securities market disruptions related to the coronavirus disease (COVID-19) pandemic have led, and may continue to lead, to dislocation in the market for a variety of fixed income securities (including, without limitation, commercial paper, corporate debt securities, certificates of deposit, asset-backed debt securities and municipal obligations), which has decreased liquidity and sharply reduced returns. To the extent that a Portfolio purchases illiquid corporate debt securities or securities which are restricted as to resale, the Portfolio may incur additional risks and costs.

Interest rate risk is the risk that interest rates will rise and that, as a result, bond prices will fall, lowering the value of a Portfolio’s investments in bonds. If interest rates move sharply in a manner not anticipated by a Portfolio’s management, the Portfolio’s investments in bonds could be adversely affected. In general, bonds having longer durations are more sensitive to interest rate changes than are bonds with shorter durations. Duration is a measure of a bond’s price sensitivity to a change in its yield. The change in the value of a fixed income security or portfolio can be approximated by multiplying its duration by a change in interest rates. For example, if a bond has a 5-year duration and its yield rises 1%, the bond’s value is likely to fall about 5%. Similarly, if a bond portfolio has a 5-year average duration and the yield on each of the bonds held by the portfolio rises 1%, the portfolio’s value is likely to fall about 5%. For portfolios with exposure to foreign markets, there are many reasons why all of the bond holdings do not experience the same yield changes. These reasons include: the bonds are spread off of different yield curves around the world and these yield curves do not move in tandem; the shapes of these yield curves change; and sector and issuer yield spreads change. Other factors can influence a bond portfolio’s performance and share price. Accordingly, a bond portfolio’s actual performance will likely differ from the example. During periods of rising interest rates, the average life of certain bonds is extended because of slower than expected principal payments. This may lock in a below-market interest rate and extend the duration of these bonds, especially mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, these securities may exhibit additional volatility and lose value. This is known as extension risk.

Credit risk is the risk that an issuer will not make timely payments of principal and interest on the bond. The degree of credit risk depends on the issuer’s financial condition and on the terms of the debt securities. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of a Portfolio’s investment in that issuer.

Collateralized Debt Obligations.    Collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”), other collateralized debt obligations (“CDOs”) and other similarly structured securities are types of asset-backed securities. A CBO is ordinarily issued by a trust or other special purpose entity (“SPE”) and is typically backed by a diversified pool of high risk, below investment grade fixed income securities. The collateral can be from many different types of fixed income securities such as high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities and emerging market debt. A CLO is ordinarily issued by a trust or other SPE and is typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations of various parties. Although certain CDOs may benefit from credit enhancement in the form of a senior-subordinate structure, overcollateralization or bond insurance, such enhancement may not always be present, and may fail to protect a Portfolio against the risk of loss upon default of the collateral. Certain CDO issuers may use derivatives contracts to create “synthetic” exposure to assets rather than holding such assets directly, which entails the risks of derivative instruments described elsewhere in this SAI. CBOs, CLOs and other CDOs may charge management fees and administrative expenses, which are in addition to those of a Portfolio.

For CBOs, CLOs and other CDOs, the cash flows from the trust or SPE are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche, which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO trust, CLO trust or trust of another CDO typically has higher ratings and lower yields than its underlying securities, and may be rated investment grade. Despite the protection from the equity tranche, CBO, CLO or other CDO tranches can experience substantial losses due to actual defaults, downgrades of the underlying collateral by rating agencies, forced liquidation of the collateral pool due to a failure of

 

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coverage tests, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO, CLO or other CDO securities as a class. Interest on certain tranches of a CDO may be paid in kind or deferred and capitalized (paid in the form of obligations of the same type rather than cash), which involves continued exposure to default risk with respect to such payments.

The risks of an investment in a CDO can be significant and depend largely on the type of the collateral securities and the class of the instrument in which a Portfolio invests. Normally, CDOs are privately offered and sold, and thus, are not registered under the securities laws.

As a result, investments in CDOs may be characterized by the Portfolios as illiquid securities; but, an active dealer market may exist for CDOs allowing them to qualify as Rule 144A (under the Securities Act of 1933, as amended (“1933 Act”)) transactions. In addition to the normal risks associated with fixed income securities and asset-backed securities discussed elsewhere in this SAI and the Portfolios’ Prospectuses (e.g., interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default or be downgraded if rated by a rating agency; (iii) the Portfolios may invest in tranches of CDOs that are subordinate to other classes; (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results; (v) the investment return achieved by a Portfolio could be significantly different from return predicted by financial models; and (vi) the lack of a readily available secondary market for CDOs.

Convertible Securities.    A Portfolio may invest in convertible securities, including both convertible debt and convertible preferred stock. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security generally entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible fixed income securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is influenced by interest rate changes, with investment values declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value. Convertible securities are subordinate in rank to any senior debt obligations of the same issuer and, therefore, an issuer’s convertible securities entail more risk than its debt obligations. To the extent a Portfolio invests in securities that may be considered “enhanced” convertible securities, some or all of these risks may be more pronounced.

Convertible securities have unique investment characteristics in that they generally (1) have higher yields than common stocks, but lower yields than comparable nonconvertible securities, (2) are less subject to fluctuation in value than the underlying stock because they have fixed income characteristics and (3) provide the potential for capital appreciation if the market price of the underlying common stock increases. While no securities investment is without some risk, investments in convertible securities generally entail less risk than the issuer’s common stock. However, the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security.

If the convertible security’s “conversion value,” which is the market value of the underlying common stock that would be obtained upon the conversion of the convertible security, is substantially below the “investment value,” which is the value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield), the price of the convertible security is governed principally by its investment value. If the conversion value of a convertible security increases to a point that approximates or exceeds its investment value, the value of the security will be principally influenced by its conversion value. A convertible security will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common stock while holding an income-producing security.

 

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A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Portfolio is called for redemption, the Portfolio will be required to permit the issuer to redeem the security, convert it into underlying common stock or sell it to a third party. Certain convertible debt securities may provide a put option to the holder, which entitles the holder to cause the security to be redeemed by the issuer at a premium over the stated principal amount of the debt security under certain circumstances.

Convertible securities are often rated below investment grade or not rated because they fall below debt obligations and just above common equity in order of preference or priority on an issuer’s balance sheet. Investments by certain of the Portfolios in convertible debt securities are not subject to any ratings restrictions, although the Adviser, or a Sub-Adviser, as applicable, will consider such ratings, and any changes in such ratings, in its determination of whether a Portfolio should invest and/or continue to hold the securities.

Contingent Convertible Securities.    Contingent convertible securities (“CoCos”) have equity and debt characteristics. A CoCo is typically issued by a non-U.S. bank and, upon the occurrence of a specified trigger event, may be (i) convertible into equity securities of the issuer at a predetermined share price; or (ii) written down in liquidation value. Trigger events are identified in the document’s requirements. CoCos are designed to behave like bonds in times of economic health yet absorb losses when the trigger event occurs.

With respect to CoCos that provide for conversion of the CoCo into common shares of the issuer in the event of a trigger event, the conversion would deepen the subordination of the investor, subjecting a Portfolio to a greater risk of loss in the event of bankruptcy. In addition, because the common stock of the issuer may not pay a dividend, investors in such instruments could experience reduced yields (or no yields at all). With respect to CoCos that provide for the write-down in liquidation value of the CoCo in the event of a trigger event, it is possible that the liquidation value of the CoCo may be adjusted downward to below the original par value or written off entirely under certain circumstances. For instance, if losses have eroded the issuer’s capital levels below a specified threshold, the liquidation value of the CoCo may be reduced in whole or in part. The write-down of the CoCo’s par value may occur automatically and would not entitle holders to institute bankruptcy proceedings against the issuer. In addition, an automatic write-down could result in a reduced income rate if the dividend or interest payment associated with the CoCo is based on par value. Coupon payments on CoCos may be discretionary and may be canceled by the issuer for any reason or may be subject to approval by the issuer’s regulator and may be suspended in the event there are insufficient distributable reserves.

CoCos are subject to the credit, interest rate, high yield securities, foreign securities and market risks associated with bonds and equity securities, and to the risks specified to convertible securities in general. They are also subject to other specific risks. CoCos typically are structurally subordinated to traditional convertible bonds in the issuer’s capital structure, which increases the risk that a Portfolio may experience a loss. In certain scenarios, investors in CoCos may suffer a loss of capital ahead of equity holders or when equity holders do not. CoCos are generally speculative and the prices of CoCos may be volatile. There is no guarantee that a Portfolio will receive return of principal on CoCos.

Credit and Liquidity Enhancements.    A Portfolio may invest in securities that have credit or liquidity enhancements or may purchase these types of enhancements in the secondary market. Such enhancements may be structured as demand features that permit a Portfolio to sell the instrument at designated times and prices. These credit and liquidity enhancements may be backed by letters of credit or other instruments provided by banks or other financial institutions whose credit standing affects the credit quality of the underlying obligation. Changes in the credit quality of these financial institutions could cause losses to a Portfolio and affect its share price. The credit and liquidity enhancements may have conditions that limit the ability of a Portfolio to use them when the Portfolio wishes to do so.

Cybersecurity Issues.    With the increased use of technologies such as the Internet to conduct business, each Portfolio is susceptible to operational, information security and related risks, including potential damage to computer systems (including shareholder computer systems). Operational risks include processing errors

 

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and human errors, inadequate or failed internal or external processes, failures in systems and technology errors or malfunctions, changes in personnel, and errors caused by a Portfolio’s Adviser, Sub-Adviser, third-party service providers or counterparties. A Portfolio attempts to mitigate such risks; however, it is not possible to identify all of the risks that may affect a Portfolio.

In general, cybersecurity incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cybersecurity failures or breaches by a Portfolio’s Adviser, Sub-Adviser and other service providers (including, but not limited to, Portfolio accountants, custodians, transfer agents and administrators), and the issuers of securities in which the Portfolios invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with a Portfolio’s ability to calculate its net asset value, impediments to trading, the inability of Portfolio shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cybersecurity incidents in the future. While the Portfolios have established business continuity plans in the event of, and risk management systems to prevent, such cyber attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. There is also a risk that cyber attacks are not detected. Furthermore, the Portfolios cannot control the cybersecurity plans and systems put in place by service providers to the Portfolios and issuers in which the Portfolios invest. In certain situations, a Portfolio, the Adviser, a Sub-Adviser, or a service provider may be required to comply with law enforcement in responding to a cybersecurity incident, which may prevent the Portfolio from fully implementing its cybersecurity plans and systems, and (in certain situations) may result in additional information loss or damage. The Portfolios and their shareholders could be negatively impacted as a result.

Depositary Receipts.    Depositary receipts represent ownership interests in securities of foreign companies (an “underlying issuer”) that have been deposited with a bank or trust and that trade on an exchange or over-the-counter. Depositary receipts are not necessarily denominated in the same currency as the underlying securities. Depositary receipts include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) and other types of depositary receipts (which, together with ADRs, GDRs and EDRs, are hereinafter collectively referred to as “Depositary Receipts”). ADRs are dollar-denominated Depositary Receipts typically issued by a U.S. financial institution that evidence ownership interests in a security or pool of securities issued by a foreign issuer. ADRs are listed and traded in the United States. GDRs and other types of Depositary Receipts are typically issued by foreign banks or trust companies, although they also may be issued by U.S. financial institutions, and evidence ownership interests in a security or pool of securities issued by either a foreign or a U.S. corporation. EDRs, which are sometimes called Continental Depositary Receipts, are receipts issued in Europe, typically by foreign banks or trust companies, that evidence ownership of either foreign or domestic underlying securities. Generally, Depositary Receipts in registered form are designed for use in the U.S. securities market and Depositary Receipts in bearer form are designed for use in securities markets outside the United States. Depositary Receipts generally are subject to the same risks as the foreign securities that they evidence or into which they may be converted.

Depositary Receipts may be “sponsored” or “unsponsored.” Sponsored Depositary Receipts are established jointly by a depositary and the underlying issuer, whereas unsponsored Depositary Receipts may be established by a depositary without participation by the underlying issuer. Holders of an unsponsored Depositary Receipt generally bear all the costs associated with establishing the unsponsored Depositary Receipt. In addition, the issuers of the securities underlying unsponsored Depositary Receipts are not obligated to disclose information that is, in the U.S., considered material. Therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts. Depositary Receipts may be less liquid or may trade at a lower price than the securities of the underlying issuer. For purposes of a Portfolio’s investment policies, the Portfolio’s investment in Depositary Receipts will be deemed to be investments in the underlying securities except as noted.

 

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Derivatives.    A Portfolio may use a variety of financial instruments that derive their value from the value of one or more underlying assets, reference rates or indices (“Derivative Instruments”), including certain options, futures contracts and swap transactions. A Portfolio may use derivatives for hedging and efficient portfolio management purposes. Derivative Instruments may allow a Portfolio’s portfolio managers to better manage exposures to certain asset classes, as well as more efficiently gain access to asset classes as they seek to implement a Portfolio’s investment strategy or achieve its investment objective. Consistent with a Portfolio’s investment objectives, policies and procedures, a Portfolio may, for example, purchase and sell structured notes and hybrid securities, purchase and write call and put options on securities (including straddles), securities indexes and currencies, complex ETFs, collateralized debt obligations, and enter into futures contracts and use options on futures contracts (including straddles). A Portfolio may enter into transactions involving one or more types of Derivative Instruments under which the full value of its portfolio is at risk. Under normal circumstances, however, a Portfolio’s use of these instruments will place at risk a smaller portion of its assets. Further information about these instruments and the risks involved in their use is included under the description of each of these instruments in this SAI.

A Portfolio might not use any Derivative Instruments or derivative strategies, and there can be no assurance that using any strategy will succeed. If a portfolio manager is incorrect in his or her judgment on market values, interest rates or other economic factors in using a Derivative Instrument or strategy, a Portfolio may have lower net income and a net loss on the investment. Losses on certain instruments are potentially unlimited.

For purposes of its investment policies and restrictions, a Portfolio may value Derivative Instruments at market value, notional value or full exposure value (i.e., the sum of the notional amount for the contract plus the market value), or any combination of the foregoing (e.g., notional value for purposes of calculating the numerator and market value for purposes of calculating the denominator for compliance with a particular policy or restriction). The manner in which certain securities or other instruments are valued by a Portfolio for purposes of applying its investment policies and restrictions may differ from the manner in which those investments are valued by other types of investors. Derivatives may be difficult to value, difficult for a Portfolio to buy or sell at an opportune time or price and difficult, or even impossible, to terminate or otherwise offset.

There have been numerous recent legislative and regulatory initiatives to implement a new regulatory framework for the derivatives markets. On October 28, 2020, the SEC adopted Rule 18f-4 (the “Derivatives Rule” or “Rule 18f-4”) under the 1940 Act which, following a transition period, will replace existing SEC and staff guidance with an updated, comprehensive framework for registered funds’ use of derivatives. Among other changes, the Derivatives Rule will require a Portfolio to trade derivatives and certain other instruments that create future payment or delivery obligations subject to a value-at-risk (“VaR”) leverage limit, develop and implement a derivatives risk management program and new testing requirements, and comply with new requirements related to board and SEC reporting. These new requirements will apply unless a Portfolio qualifies as a “limited derivatives user,” as defined in the Derivatives Rule. In connection with the final rule, the SEC and its staff will rescind and withdraw applicable guidance and relief regarding asset segregation and coverage transactions reflected in the Portfolios’ asset segregation and cover practices discussed herein. Under the final rule, when a Portfolio trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating the Portfolio’s asset coverage ratio or treat all such transactions as derivatives transactions. Reverse repurchase agreements or similar financing transactions aggregated with other indebtedness do not need to be included in the calculation of whether a Portfolio satisfies the limited derivatives user exception, but for Portfolios subject to the VaR testing requirement, reverse repurchase agreements and similar financing transactions must be included for purposes of such testing whether treated as derivatives transactions or not. Complying with the Derivatives Rule may increase the cost of a Portfolio’s investments and cost of doing business, which could adversely affect investors. The full impact of Rule 18f-4 on the Portfolios remains uncertain, but due to the compliance timeline within Rule 18f-4, it is unlikely that the Portfolios will be required to fully comply with the requirements until 2022. The Trust reserves the right to modify its policies in the future to comply with any changes in the positions from time to time articulated by the SEC or its staff, such as the Derivatives Rule, regarding asset segregation.

 

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The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in 2010, initiated a dramatic revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; a process intended to improve financial systemic stability and the resolution of potentially insolvent financial firms; rules for derivatives clearing and trading; the creation of a consumer financial protection watchdog; the registration and additional regulation of hedge and private equity fund managers; and federal requirements for residential mortgage loans. Although many of the implementing regulations mandated by the Dodd-Frank Act have been finalized, various U.S. Government entities, including the Commodity Futures Trading Commission (“CFTC”) and the SEC, are in the process of adopting and implementing additional regulations governing derivatives markets required by, among other things, the Dodd-Frank Act.

The statutory provisions of the Dodd-Frank Act significantly changed in several respects the ways in which investment products are marketed, sold, settled (or “cleared”) or terminated. In particular, the Dodd-Frank Act mandates the elimination of references to credit ratings in numerous securities laws, including the 1940 Act. Certain swaps have been and other swaps may be mandated for central clearing under the Dodd-Frank Act, which likely will require technological and other changes to the operations of registered investment companies and the market in which they will trade. Central clearing also entails the use of assets of a registered investment company to satisfy margin calls and this may have an effect on the performance of such a fund. The regulators have not yet issued final regulations implementing clearing mandates for all standardized swaps. The banking regulators and the CFTC have issued regulations requiring the posting of initial and variation margin for uncleared swaps, although some of the initial margin requirements are subject to phase-in periods through 2022. The CFTC adopted regulations so that the minimum transfer amount for margin postings can be measured at the account level rather than the entity level, which may be useful if the Portfolios employ multiple account managers to trade their portfolios.

The regulators that have been charged with the responsibility for implementing the Dodd-Frank Act (i.e., the SEC, the CFTC and the banking regulators) have been active in proposing and adopting regulations and guidance on the use of derivatives by registered investment companies. Regulations adopted by the banking regulators require certain banks to include in a range of financial contracts, including Derivatives Instruments trading agreements, terms delaying or restricting default, termination and other rights in the event that the bank and/or its affiliates become subject to certain types of resolution or insolvency proceedings. The regulations could limit a Portfolio’s ability to exercise a range of cross-default rights if its counterparty, or an affiliate of the counterparty, is subject to bankruptcy or similar proceedings. Such regulations could further negatively impact a Portfolio’s use of Derivatives Instruments.

Pursuant to rules adopted under the Commodity Exchange Act by the CFTC, the Portfolios must either operate within certain guidelines and restrictions with respect to the Portfolios’ use of futures, options on such futures, commodity options and certain swaps, or the Adviser will be subject to registration with the CFTC as a “commodity pool operator” (“CPO”). The Adviser claims an exclusion (under CFTC Regulation 4.5) from the definition of a CPO with respect to the Portfolios. To qualify for an exclusion under CFTC Regulation 4.5, if a Portfolio uses commodity interests (such as futures contracts, options on futures contracts, and swaps) other than for bona fide hedging purposes (as defined by the CFTC), the aggregate initial margin and premiums required to establish these positions, determined at the time the most recent position was established, may not exceed 5% of the Portfolio’s net asset value (“NAV”) (after taking into account unrealized profits and unrealized losses on any such positions and excluding the amount by which options that are “in-the-money” at the time of purchase are “in-the-money”) or, alternatively, the aggregate net notional value of those positions, determined at the time the most recent position was established, may not exceed 100% of the Portfolio’s NAV (after taking into account unrealized profits and unrealized losses on any such positions). In addition, to qualify for an exclusion, a Portfolio must satisfy a marketing test, which requires, among other things, that a Portfolio not hold itself out as a vehicle for trading commodity interests.

The Adviser intends to comply with one of the two alternative trading limitations described above and the marketing limitation with respect to each Portfolio. Complying with the trading limitations may restrict the Adviser’s ability to use Derivative Instruments as part of these Portfolios’ investment strategies. Although the Adviser expects to be able to execute each of these Portfolio’s investment strategies within the limitations, a Portfolio’s performance could be adversely affected. In addition, rules under the Dodd-Frank Act may limit

 

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the availability of certain Derivative Instruments, may make the use of Derivative Instruments by the Portfolios more costly, and may otherwise adversely impact the performance and value of Derivative Instruments. The Adviser is registered with the SEC as an investment adviser under the 1940 Act. The Adviser also is registered with the CFTC as a CPO under the Commodity Exchange Act, as amended. Being subject to dual regulation by the SEC and the CFTC may increase compliance costs and may affect Portfolio returns.

Environmental, Social and Governance (ESG) Considerations.    A Portfolio may incorporate ESG considerations into its investment process. Information about an issuer’s ESG practices may not be readily available, complete or accurate, and may vary across issuers and research providers, as ESG is not a uniformly defined characteristic. This could negatively impact a Portfolio’s ability to accurately assess an issuer, which in turn could negatively impact a Portfolio’s performance. There is no guarantee that the evaluation of ESG considerations will be additive to a Portfolio’s performance.

Equity Securities.    Equity securities include common stocks, most preferred stocks and securities that are convertible into them, including common stock purchase warrants and rights, equity interests in trusts, partnerships, joint ventures or similar enterprises and depositary receipts. Common stocks, the most familiar type, represent an equity (ownership) interest in a corporation.

Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy and/or insolvency of the issuer. Preferred stock has certain fixed income features, like a bond, but actually is an equity security that is senior to a company’s common stock. Convertible bonds may include debentures and notes that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. Some preferred stocks also may be converted into or exchanged for common stock. Depositary receipts typically are issued by banks or trust companies and evidence ownership of underlying equity securities.

While past performance does not guarantee future results, equity securities historically have provided the greatest long-term growth potential of an investment in a company. However, stock markets are volatile, and the prices of equity securities generally fluctuate more than other securities and reflect changes in a company’s financial condition as well as general market, economic and political conditions and other factors. The value of an equity security may also be affected by changes in financial markets that are relatively unrelated to the issuing company or its industry, such as changes in interest rates or currency exchange rates. Common stocks generally represent the riskiest investment in a company. Even investments in high quality or “blue chip” equity securities or securities of established companies with large market capitalizations (which generally have strong financial characteristics) can be negatively impacted by poor economic conditions. It is possible that a Portfolio may experience a substantial or complete loss on an individual equity investment. While this is also possible with bonds, it is less likely.

Eurodollar and Yankee Dollar Obligations.    Eurodollar bank obligations are U.S. dollar-denominated certificates of deposit and time deposits issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. Yankee dollar bank obligations are U.S. dollar-denominated obligations issued in the U.S. capital markets by foreign banks.

Eurodollar and Yankee dollar obligations are subject to the same risks that pertain to domestic issues; notably credit risk, market risk and liquidity risk. Additionally, Eurodollar (and to a limited extent, Yankee dollar) obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from flowing across its borders. Other risks include adverse political and economic developments; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes; and the expropriation or nationalization of foreign issuers.

Event-Linked Bonds.    Event-linked bonds are fixed income securities, for which the return of principal and payment of interest is contingent on the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related phenomenon. They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities. If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a

 

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bond, a Portfolio investing in the bond may lose a portion or all of its principal invested in the bond. If no trigger event occurs, a Portfolio will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-fund losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. In addition to the specified trigger events, event-linked bonds may also expose a Portfolio to certain unanticipated risks, including issuer (credit) default, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences.

Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of these securities, and there can be no assurance that a liquid market in these instruments will develop. See “Illiquid Securities or Non-Publicly Traded Securities” below. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that a Portfolio may be forced to liquidate positions when it would not be advantageous to do so. Event-linked bonds are typically rated, and a Portfolio will only invest in event-linked bonds that meet the credit quality requirements for the Portfolio.

Floaters and Inverse Floaters.    Floaters and inverse floaters are securities with a floating or variable rate of interest, i.e., the rate of interest varies with changes in specified market rates or indices, such as the prime rate, or at specified intervals. The interest rate on a floater resets periodically. Because of the interest rate reset feature, floaters provide a Portfolio with a certain degree of protection against rises in interest rates, but a Portfolio will participate in any declines in interest rates as well. Certain floaters may carry a demand feature that permits the holder to tender them back to the issuer of the underlying instrument, or to a third party, at par value prior to maturity. When the demand feature of certain floaters represents an obligation of a foreign entity, the demand feature will be subject to certain risks discussed under “Foreign Securities.”

In addition, a Portfolio may invest in inverse floating rate obligations which are securities that have coupon rates that vary inversely at a multiple of a designated floating rate, such as London Inter-Bank Offered Rate (“LIBOR”) or an alternative reference rate. To the extent an applicable interest rate is based on LIBOR, a Portfolio will be exposed to certain additional risks. See “LIBOR Rate Risk” below for more Information on the phasing out of LIBOR. Any rise in the reference rate of an inverse floater (as a consequence of an increase in interest rates) causes a drop in the coupon rate while any drop in the reference rate of an inverse floater causes an increase in the coupon rate. Inverse floaters may exhibit substantially greater price volatility than fixed rate obligations having similar credit quality, redemption provisions and maturity, and inverse floater collateralized mortgage obligations (“CMOs”) exhibit greater price volatility than the majority of mortgage-related securities. In addition, some inverse floater CMOs exhibit extreme sensitivity to changes in prepayments. As a result, the yield to maturity of an inverse floater CMO is sensitive not only to changes in interest rates but also to changes in prepayment rates on the related underlying mortgage assets.

Foreign Currency.    A Portfolio may purchase securities denominated in foreign currencies, including the purchase of foreign currency on a spot (or cash) basis. A change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of a Portfolio’s assets and income. In addition, although a portion of a Portfolio’s investment income may be received or realized in such currencies, the Portfolio will be required to compute and distribute its income in U.S. dollars. Therefore, if the exchange rate for any such currency declines after a Portfolio’s income has been earned and computed in U.S. dollars but before conversion and payment, the Portfolio could be required to liquidate portfolio securities to make such distributions.

Although a Portfolio values its assets daily in terms of U.S. dollars, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis. A Portfolio will convert foreign currencies to U.S. dollars and vice versa from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (“spread”) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Portfolio at one rate, while offering a lesser rate of exchange should the Portfolio desire to resell that currency to the dealer.

 

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Currency exchange rates may be affected unpredictably by intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities and by currency controls or political developments in the United States or abroad. Foreign currencies in which a Portfolio’s assets are denominated may be devalued against the U.S. dollar, resulting in a loss to the Portfolio. Currency positions are not considered to be an investment in a foreign government for industry concentration purposes.

A Portfolio may also invest in the following types of foreign currency transactions:

Forward Foreign Currency Transactions.    A forward foreign currency exchange contract (“forward contract”) involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract.

A Portfolio may enter into forward contracts for a variety of purposes in connection with the management of the foreign securities portion of its portfolio. A Portfolio’s use of such contracts will include, but not be limited to, the following situations.

First, when a Portfolio enters into a contract for the purchase or sale of a security denominated in or exposed to a foreign currency, it may desire to “lock in” the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying security transaction, a Portfolio will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received.

Second, when a Portfolio’s Sub-Adviser believes that one currency may experience a substantial movement against another currency, including the U.S. dollar, it may enter into a forward contract to sell or buy the amount of the former foreign currency, approximating the value of some or all of the Portfolio’s portfolio securities denominated in or exposed to such foreign currency. Alternatively, where appropriate, a Portfolio may hedge all or part of its foreign currency exposure through the use of a basket of currencies, multinational currency units, or a proxy currency where such currency or currencies act as an effective proxy for other currencies. In such a case, a Portfolio may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in or exposed to such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in a Portfolio.

The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under normal circumstances, consideration of the prospect for currency parities will be incorporated into the diversification strategies. However, a Sub-Adviser to a Portfolio believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of the Portfolio will be served.

A Portfolio may enter into forward contracts for any other purpose consistent with the Portfolio’s investment objective and program. For example, a Portfolio may use foreign currency options and forward contracts to increase exposure to a foreign currency or shift exposure to foreign currency fluctuations from one country to another. However, a Portfolio will not enter into a forward contract, or maintain exposure to any such contract(s), if the amount of foreign currency required to be delivered thereunder would exceed the Portfolio’s holdings of liquid securities and currency available for cover of the forward contract(s). In determining the amount to be delivered under a contract, a Portfolio may net offsetting positions.

At the maturity of a forward contract, a Portfolio may sell the portfolio security and make delivery of the foreign currency, or it may retain the security and either extend the maturity of the forward contract (by “rolling” that contract forward) or may initiate a new forward contract. If a Portfolio retains the portfolio security and engages in an offsetting transaction, the Portfolio will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If a Portfolio engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency.

 

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Should forward prices decline during the period between a Portfolio’s entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the Portfolio will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, a Portfolio will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.

Forward contracts in which a Portfolio may engage include foreign exchange forwards. The consummation of a foreign exchange forward requires the actual exchange of the principal amounts of the two currencies in the contract (i.e., settlement on a physical basis). Because foreign exchange forwards are physically settled through an exchange of currencies, they are traded in the interbank market directly between currency traders (usually large commercial banks) and their customers. A foreign exchange forward generally has no deposit requirement, and no commissions are charged at any stage for trades; foreign exchange dealers realize a profit based on the difference (the spread) between the prices at which they are buying and the prices at which they are selling various currencies. When a Portfolio enters into a foreign exchange forward, it relies on the counterparty to make or take delivery of the underlying currency at the maturity of the contract. Failure by the counterparty to do so would result in the loss of any expected benefit of the transaction. A Portfolio may be required to obtain the currency that it must deliver under the foreign exchange forward through the sale of portfolio securities denominated in such currency or through conversion of other assets of a Portfolio into such currency. Although foreign exchange forwards settled on a physical basis are generally not classified as swaps, these transactions must be reported to a swap data repository under the Dodd-Frank Act. In addition, swap dealers must observe business conduct standards under the Dodd-Frank Act for such transactions, and all foreign exchange forward contracts are subject to the prohibitions on fraud and manipulation under the Dodd-Frank Act.

Forward contracts in which a Portfolio may engage also include non-deliverable forwards (“NDFs”). NDFs are cash-settled, short-term forward contracts on foreign currencies (each a “Reference Currency”) that are non-convertible and that may be thinly traded or illiquid. NDFs are classified as swaps and regulated as such under the Dodd-Frank Act. NDFs involve an obligation to pay an amount (the “Settlement Amount”) equal to the difference between the prevailing market exchange rate for the Reference Currency and the agreed upon exchange rate (the “NDF Rate”), with respect to an agreed notional amount. NDFs have a fixing date and a settlement (delivery) date. The fixing date is the date and time at which the difference between the prevailing market exchange rate and the agreed upon exchange rate is calculated. The settlement (delivery) date is the date by which the payment of the Settlement Amount is due to the party receiving payment.

Although NDFs are similar to foreign exchange forwards, NDFs do not require physical delivery of the Reference Currency on the settlement date. Rather, on the settlement date, the only transfer between the counterparties is the monetary settlement amount representing the difference between the NDF Rate and the prevailing market exchange rate. NDFs typically may have terms from one month up to two years and are settled in U.S. dollars.

NDFs are subject to many of the risks associated with derivatives in general and forward currency transactions, including risks associated with fluctuations in foreign currency and the risk that the counterparty will fail to fulfill its obligations. Although NDFs historically have been traded over-the-counter, currently some NDFs are centrally cleared and are exchange-traded on swap execution facilities and designated contract markets. With respect to NDFs that are centrally-cleared, while central clearing is intended to decrease counterparty risk, an investor could lose margin payments it has deposited with the clearing organization as well as the net amount of gains not yet paid by the clearing organization if the clearing organization breaches its obligations under the NDF, becomes insolvent or goes into bankruptcy. In the event of bankruptcy of the clearing organization, the investor may be entitled to the net amount of gains the investor is entitled to receive plus the return of margin owed to it only in proportion to the amount received by the clearing organization’s other customers, potentially resulting in losses to the investor. Even if some NDFs remain traded OTC, they will be subject to margin requirements for uncleared swaps and counterparty risk common to other swaps. For more information about the risks associated with utilizing swaps, please see “Swaps.”

Foreign Currency Options, Foreign Currency Futures Contracts and Options on Futures.     A Portfolio may also purchase and sell foreign currency futures contracts and may purchase and write

 

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exchange-traded call and put options on foreign currency futures contracts and on foreign currencies to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. Those Portfolios may purchase or sell exchange-traded foreign currency options, foreign currency futures contracts and related options on foreign currency futures contracts as a hedge against possible variations in foreign exchange rates. A Portfolio will write options on foreign currency or on foreign currency futures contracts only if they are “covered,” except as described below. A put on a foreign currency or on a foreign currency futures contract written by a Portfolio will be considered “covered” if, so long as the Portfolio is obligated as the writer of the put, it segregates, either on the records of the Adviser, a Sub-Adviser or with the Portfolio’s custodian, cash or other liquid securities equal at all times to the aggregate exercise price of the put. A call on a foreign currency or on a foreign currency futures contract written by a Portfolio will be considered “covered” only if the Portfolio segregates, either on the records of the Adviser, a Sub-Adviser or with the Portfolio’s custodian, cash or other liquid securities with a value equal to the face amount of the option contract and denominated in the currency upon which the call is written. For more information about these practices, see the “Derivatives” section.

Option transactions may be effected to hedge the currency risk on non-U.S. dollar-denominated securities owned by a Portfolio, sold by a Portfolio but not yet delivered or anticipated to be purchased by a Portfolio. As an illustration, a Portfolio may use such techniques to hedge the stated value in U.S. dollars of an investment in a Japanese yen-denominated security. In these circumstances, a Portfolio may purchase a foreign currency put option enabling it to sell a specified amount of yen for dollars at a specified price by a future date. To the extent the hedge is successful, a loss in the value of the dollar relative to the yen will tend to be offset by an increase in the value of the put option.

Over-the-Counter Options on Foreign Currency Transactions.    A Portfolio may engage in OTC options on foreign currency transactions. A Sub-Adviser may engage in these transactions to protect against uncertainty in the level of future exchange rates in connection with the purchase and sale of portfolio securities (“transaction hedging”) and to protect the value of specific portfolio positions (“position hedging”). Certain differences exist between foreign currency hedging instruments. Foreign currency options provide the holder the right to buy or to sell a currency at a fixed price on or before a future date. Listed options are third-party contracts (performance is guaranteed by an exchange or clearing corporation) which are issued by a clearing corporation, traded on an exchange and have standardized prices and expiration dates. OTC options are two-party contracts and have negotiated prices and expiration dates. A futures contract on a foreign currency is an agreement between two parties to buy and sell a specified amount of the currency for a set price on a future date. Futures contracts and listed options on futures contracts are traded on boards of trade or futures exchanges. Options traded in the OTC market may not be as actively traded as those on an exchange, so it may be more difficult to value such options. In addition, it may be difficult to enter into closing transactions with respect to options traded over the counter.

Hedging transactions involve costs and may result in losses. A Portfolio may also write covered call options on foreign currencies to offset some of the costs of hedging those currencies. A Portfolio will engage in OTC options transactions on foreign currencies only when appropriate exchange traded transactions are unavailable and when, in a Sub-Adviser’s opinion, the pricing mechanism and liquidity are satisfactory and the participants are responsible parties likely to meet their contractual obligations. A Portfolio’s ability to engage in hedging and related option transactions may be limited by federal income tax considerations (see the section of this SAI entitled “Taxation”).

Transactions and position hedging do not eliminate fluctuations in the underlying prices of the securities which the Portfolios own or intend to purchase or sell. They simply establish a rate of exchange which one can achieve at some future point in time. Additionally, although these techniques tend to minimize the risk of loss due to a decline in the value of the hedged currency, they tend to limit any potential gain which might result from the increase in the value of such currency.

A Portfolio will not speculate in foreign currency options, futures or related options. Accordingly, a Portfolio will not hedge a currency substantially in excess of the market value of the securities denominated in that

 

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currency which it owns or the expected acquisition price of securities which it anticipates purchasing. OTC options on foreign currency also are considered to be swaps. However, options on foreign currency traded on a national securities exchange are not classified as swaps and are regulated by the SEC. For information concerning the risks associated with swaps, please see “Swaps.”

Foreign Securities.    A Portfolio may invest in foreign securities or engage in certain types of transactions related to foreign securities, such as Depositary Receipts, Eurodollar and Yankee dollar obligations, and foreign currency transactions, including forward foreign currency transactions, foreign currency options and foreign currency futures contracts and options on futures. Further information about these instruments and the risks involved in their use are contained under the description of each of these instruments in this SAI.

Foreign investments involve certain risks that are not present in domestic securities. For example, foreign securities may be subject to currency risks or to foreign income or other withholding taxes that reduce their attractiveness. There may be less information publicly available about a foreign issuer than about a U.S. issuer, and a foreign issuer is not generally subject to uniform accounting, auditing and financial reporting standards and practices comparable to those in the United States. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Other risks of investing in such securities include political or economic instability in the country involved, the difficulty of predicting international trade patterns and the possibility of imposition of exchange controls or limitations on the removal of funds or assets. The prices of such securities may be more volatile than those of domestic securities. With respect to certain foreign countries, there is a possibility of expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments, difficulty in obtaining and enforcing judgments against foreign entities or diplomatic developments which could affect investment in these countries. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries.

Losses and other expenses may be incurred in converting between various currencies in connection with purchases and sales of foreign securities. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as “currency risk,” means that a stronger U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns.

Foreign stock markets are generally not as developed or efficient as, and may be more volatile than, those in the United States. While growing in volume, they usually have substantially less volume than U.S. markets and a Portfolio’s investment securities may be less liquid and subject to more rapid and erratic price movements than securities of comparable U.S. companies. Equity securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. There is generally less government supervision and regulation of foreign stock exchanges, brokers, banks and listed companies abroad than in the United States. Moreover, settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences may include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a “failed settlement,” which can result in losses to a Portfolio.

The economies of certain foreign markets often do not compare favorably with that of the U.S. with respect to such issues as growth of gross national product, reinvestment of capital, resources, and balance of payments position. Certain such economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures.

The value of foreign investments and the investment income derived from them may also be affected unfavorably by changes in currency exchange control regulations. Although the Portfolios will invest only in securities denominated in foreign currencies that are fully exchangeable into U.S. dollars without legal restriction at the time of investment, there can be no assurance that currency controls will not be imposed subsequently. In addition, the value of foreign fixed income investments may fluctuate in response to changes in U.S. and foreign interest rates.

 

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A Portfolio that invests in foreign securities is subject to the risk that its share price may be exposed to arbitrage attempts by investors seeking to capitalize on differences in the values of foreign securities trading on foreign exchanges that may close before the time the Portfolio’s net asset value is determined. If such arbitrage attempts are successful, a Portfolio’s net asset value might be diluted. A Portfolio’s use of fair value pricing in certain circumstances (by adjusting the closing market prices of foreign securities to reflect what the Board believes to be their fair value) may help deter such arbitrage activities. The effect of such fair value pricing is that foreign securities may not be priced on the basis of quotations from the primary foreign securities market in which they are traded, but rather may be priced by another method that the Board believes reflects fair value. As such, fair value pricing is based on subjective judgment and it is possible that fair value may differ materially from the value realized on a sale of a foreign security. It is also possible that use of fair value pricing will limit an investment adviser’s ability to implement a Portfolio’s investment strategy (e.g., reducing the volatility of the Portfolio’s share price) or achieve its investment objective.

Foreign brokerage commissions, custodial expenses and other fees are also generally higher than for securities traded in the United States. Consequently, the overall expense ratios of international or global funds are usually somewhat higher than those of typical domestic stock funds.

Moreover, investments in foreign government debt securities, particularly those of emerging market country governments, involve special risks. Certain emerging market countries have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. See “Emerging Market Securities” below for additional risks.

Fluctuations in exchange rates may also affect the earning power and asset value of the foreign entity issuing a security, even one denominated in U.S. dollars. Dividend and interest payments will be repatriated based on the exchange rate at the time of disbursement, and restrictions on capital flows may be imposed.

In less liquid and less well developed stock markets, such as those in some Eastern European, Southeast Asian, and Latin American countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect stock prices and, therefore, share prices. Additionally, investments in emerging market regions or the following geographic regions are subject to more specific risks, as discussed below.

An outbreak of respiratory disease caused by COVID-19 was first detected in China in late 2019 and subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted in significant disruptions to business operations, supply chains and customer activity, widespread business closures and layoffs, international, national and local border closings, extended quarantines and stay-at-home orders, event cancellations, service cancellations, reductions and other changes, significant challenges in healthcare service preparation and delivery, as well as general concern and uncertainty that has negatively affected the global economy. These circumstances are evolving, and further developments could result in additional disruptions and uncertainty. These impacts also have caused significant volatility and declines in global financial markets, which have caused losses for investors. The impact of the COVID-19 pandemic may last for an extended period of time and could result in a substantial economic downturn or recession. Health crises caused by pandemics, such as the COVID-19 outbreak, may exacerbate other pre-existing political, social, economic, and financial risks. The impact of the coronavirus outbreak, and other epidemics and pandemics that may arise in the future, could result in a general decline in the global economy, and negatively affect the performance of individual countries, industries, or sectors in significant and unforeseen ways. Although promising vaccines have been announced, it may be many months before vaccinations are sufficiently widespread to allow the restoration of full economic activity.

Emerging Market Securities.    Investments in emerging market country securities involve special risks. The economies, markets and political structures of a number of the emerging market countries in which the Portfolios can invest do not compare favorably with the United States and other mature economies in terms of wealth and stability. Therefore, investments in these countries may be riskier. Some economies are less well developed and less diverse (for example, Latin America, Eastern Europe and certain Asian countries), and

 

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more vulnerable to the ebb and flow of international trade, trade barriers and other protectionist or retaliatory measures. Similarly, many of these countries are grappling with severe inflation or recession, high levels of national debt, fluctuations in currency exchange rates and government instability. Investments in countries that have begun moving away from central planning and state-owned industries toward free markets, such as the Eastern European, Russian or Chinese economies, should be regarded as speculative.

Certain emerging market countries may experience (i) less developed securities markets with low or non-existent trading volume, resulting in a lack of liquidity and increased volatility in prices for emerging market securities; (ii) less organized settlement systems for trading securities, resulting in delayed settlements of trades and reduced liquidity for emerging market securities; (iii) uncertain national policies, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments; (iv) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments; (v) national policies that may limit a Portfolio’s investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to national interests; and (vi) the lack or relatively early development of legal structures governing private and foreign investments and private property. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors.

Political and economic structures in emerging market countries may be undergoing significant evolution and rapid development, and these countries may lack the social, political and economic stability characteristics of more developed countries. In such a dynamic environment, there can be no assurance that any or all of these capital markets will continue to present viable investment opportunities for a Portfolio. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. In such an event, it is possible that a Portfolio could lose the entire value of its investments in the affected market. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened.

The issuer or governmental authority that controls the repayment of an emerging market country’s debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A debtor’s willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, and, in the case of a government debtor, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole and the political constraints to which a government debtor may be subject. Government debtors may default on their debt and may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. Holders of government debt may be requested to participate in the rescheduling of such debt and to extend further loans to government debtors.

If such an event occurs, a Portfolio may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government fixed income securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign government debt obligations in the event of default under their commercial bank loan agreements.

The economies of individual emerging market countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Further, the economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been, and may continue to be, adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been, and may continue to be, adversely affected by economic conditions in the countries with which they trade. Many of these countries are also sensitive to world commodity prices. Emerging market economies may develop unevenly or may never fully develop.

 

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The assessment of investment opportunities in certain emerging market securities markets may be more difficult in light of limitations on available information and different accounting, auditing and financial reporting standards. Investing in emerging market countries may entail purchasing securities issued by or on behalf of entities that are insolvent, bankrupt, in default or otherwise engaged in an attempt to reorganize or reschedule their obligations, and in entities that have little or no proven credit rating or credit history. In any such case, the issuer’s poor or deteriorating financial condition may increase the likelihood that the investing Portfolio will experience losses or diminution in available gains due to bankruptcy, insolvency or fraud.

Eastern European and Russian Securities.    Investing in the securities of Eastern European and Russian issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe. Political and economic reforms have not yet established a definite trend away from centrally planned economies and state-owned industries. Investments in Eastern European countries may involve risks of nationalization, expropriation, and confiscatory taxation. Many Eastern European countries continue to move towards market economies at different paces with appropriately different characteristics. Most Eastern European markets suffer from thin trading activity, dubious investor protections, and often a dearth of reliable corporate information. Information and transaction costs, differential taxes, and sometimes politic al or transfer risk give a comparative advantage to the domestic investor rather than the foreign investor. In addition, these markets are particularly sensitive to social, political, economic, and currency events in Western Europe and Russia and may suffer heavy losses as a result of their trading and investment links to these economies and currencies. Additionally, Russia may attempt to assert its influence in the region through economic or even military measures. The United States and the European Union (the “EU”) have imposed economic sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. These sanctions, or even the threat of further sanctions, may result in the decline of the value and liquidity of Russian securities, a weakening of the ruble or other adverse consequences to the Russian economy. These sanctions could also result in the immediate freeze of Russian securities, either by issuer, sector, or the Russian markets as a whole, impairing the ability of a Portfolio to buy, sell, receive or deliver those securities. In such circumstances, a Portfolio may be forced to liquidate non-restricted assets in order to satisfy shareholder redemptions. Such liquidation of Portfolio assets could result in a Portfolio receiving substantially lower prices for its securities. Sanctions could also result in Russia taking counter measures or retaliatory actions which may further impair the value and liquidity of Russian securities. As a result, a Portfolio’s performance may be adversely affected.

Some Eastern Europe countries may have government exchange controls, currencies with no recognizable market value relative to the established currencies of Western market economies, little or no experience in trading in securities, no accounting or financial reporting standards, a lack of banking and securities infrastructure to handle such trading and a legal tradition that does not recognize rights in private property. Credit and debt issues and other economic difficulties affecting Western Europe and its financial institutions can negatively affect Eastern European countries.

Eastern European economies may also be particularly susceptible to the international credit market due to their reliance on bank related inflows of foreign capital, and especially their continued dependence on the Western European zone for credit and trade, which may have a negative effect on a Portfolio’s investments in the region.

Compared to most national stock markets, the Russian securities market suffers from a variety of problems not encountered in more developed markets. There is little long-term historical data on the Russian securities market because it is relatively new and a substantial proportion of securities transactions in Russia are privately negotiated outside of stock exchanges. The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining accurate prices on portfolio securities from independent sources more difficult than in more developed markets. Additionally, there is little solid corporate information available to investors. As a result, it may be difficult to assess the value or prospects of an investment in Russian companies. Poor accounting standards, inept management, pervasive corruption, insider trading and crime, and inadequate regulatory protection for the rights of investors all pose additional risk, particularly to foreign investors.

 

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Because of the relatively recent formation of the Russian securities market as well as the underdeveloped state of the banking and telecommunications systems, settlement, clearing and registration of securities transactions are subject to significant risks not normally associated with securities transactions in the United States and other more developed markets. Prior to 2013, there was no central registration system for equity share registration in Russia and registration was carried out by either the issuers themselves or by registrars located throughout Russia. Such registrars were not necessarily subject to effective state supervision nor were they licensed with any governmental entity, thereby increasing the risk that a Portfolio could lose ownership of its securities through fraud, negligence, or even mere oversight. With the implementation of the National Settlement Depository (“NSD”) in Russia as a recognized central securities depository, title to Russian equities is now based on the records of the NSD and not the registrars. Although the implementation of the NSD is generally expected to decrease the risk of loss in connection with recording and transferring title to securities, issues resulting in loss still might occur. In addition, issuers and registrars are still prominent in the validation and approval of documentation requirements for corporate action processing in Russia. Because the documentation requirements and approval criteria vary between registrars and/or issuers, there remain unclear and inconsistent market standards in the Russian market with respect to the completion and submission of corporate action elections. To the extent that a Portfolio suffers a loss relating to title or corporate actions relating to its portfolio securities, it may be difficult for the Portfolio to enforce its rights or otherwise remedy the loss.

The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals, forestry products, oil, and gas. Accordingly, it is strongly affected by international commodity prices and is particularly vulnerable to any weakening in global demand for these products. Russia continues to face significant economic challenges, including weak levels of investment and a sluggish recovery in external demand, that had been exacerbated following the 2008 global financial crisis. Over the long term, Russia faces challenges including a shrinking workforce, a high level of corruption, and difficulty in accessing capital for smaller, non-energy companies and poor infrastructure in need of large investments.

European Securities.    The EU’s Economic and Monetary Union (“EMU”), which is comprised of EU members that have adopted the euro currency, requires eurozone countries to comply with restrictions on interest rates, deficits, debt levels, and inflation rates, fiscal and monetary controls, and other factors, each of which may significantly impact every European country and their economic partners. Decreasing imports or exports, changes in governmental or other regulations on trade, changes in the exchange rate of the euro (the common currency of the EU), the threat of default or actual default by one or more EU member countries on its sovereign debt, and/or an economic recession in one or more EU member countries may have a significant adverse effect on the economies of other EU member countries and major trading partners outside Europe.

The European financial markets continue to experience volatility and adverse trends due to concerns relating to economic downturns, rising government debt levels and national unemployment and the possible default of government debt in several European countries. Several countries agreed to multi-year bailout loans from the European Central Bank, International Monetary Fund, and other institutions. Responses to financial problems by European governments, central banks, and others, including austerity measures and reforms, may not produce the desired results, may result in social unrest and may limit future growth and economic recovery or have unintended consequences. A default or debt restructuring by any European country can adversely impact holders of that country’s debt and sellers of credit default swaps linked to that country’s creditworthiness, which may be located in other countries and can affect exposures to other EU countries and their financial companies as well. The manner in which the EU and EMU responded to the global recession and sovereign debt issues raised questions about their ability to react quickly to rising borrowing costs and the potential default by an EU country of its sovereign debt and revealed a lack of cohesion in dealing with the fiscal problems of member states. To address budget deficits and public debt concerns, a number of European countries have imposed strict austerity measures and comprehensive financial and labor market reforms, which may not produce the desired results and could increase political or social instability. Some European countries continue to suffer from high unemployment rates.

 

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On January 31, 2020, the United Kingdom (“UK”) left the EU, commonly referred to as “Brexit”. On December 24, 2020, the UK and the EU reached a Trade and Cooperation Agreement that is meant to govern trading arrangements between the countries. The agreement does not yet set terms for some items, such as the provision of financial services between the UK and the EU. There is significant market uncertainty regarding Brexit’s ramifications, and the range and potential implications of possible political, regulatory, economic, and market outcomes cannot be fully known. The UK has one of the largest economies in Europe and is a major trading partner with the other EU countries and the United States. Brexit may create additional and substantial economic stresses for the UK, including a contraction of the UK economy, price volatility in UK stocks, decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty, and declines in business and consumer spending as well as foreign direct investment. Brexit may also adversely affect UK-based financial firms that have counterparties in the EU or participate in market infrastructure (trading venues, clearing houses, settlement facilities) based in the EU. As a result of the political divisions within the UK and between the UK and the EU, and the uncertain consequences of Brexit, the UK and European economies and the broader global economy could be significantly adversely impacted, which may result in increased volatility and illiquidity and potentially lower economic growth in markets in the UK, Europe and globally. Brexit could also lead to legal and tax uncertainty and potentially divergent national laws and regulations as the UK determines which EU laws to replace or replicate. The range and potential implications of possible political, regulatory, economic, and market outcomes cannot be fully known. Additional EU members could decide to abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, could be significant and far-reaching.

Secessionist movements, such as the Catalan movement in Spain, as well as government or other responses to such movements, may also create instability and uncertainty in the region. The occurrence of terrorist incidents throughout Europe also could impact financial markets. The impact of these events is not clear but could be significant and far-reaching and materially impact a Portfolio.

Latin America

Inflation.    Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

Political Instability.     Certain Latin American countries have historically suffered from social, political, and economic instability. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalization, hyperinflation, debt crises, sudden and large currency devaluation, and intervention by the military in civilian and economic spheres. However, in some Latin American countries, a move to sustainable democracy and a more mature and accountable political environment is under way. Domestic economies have been deregulated, privatization of state-owned companies is almost completed and foreign trade restrictions have been relaxed.

Nonetheless, to the extent that events such as those listed above continue in the future, they could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets in the region. Investors in the region continue to face a number of potential risks. Governments of many Latin American countries have exercised and continue to exercise substantial influence over many aspects of the private sector. Governmental actions in the future could have a significant effect on economic conditions in Latin American countries, which could affect the companies in which a Portfolio invests and, therefore, the value of Portfolio shares.

Additionally, an investment in Latin America is subject to certain risks stemming from political and economic corruption, which may affect negatively the country or the reputation of companies domiciled in a certain country. For certain countries in Latin America, political risks have created significant uncertainty in financial markets and may further limit the economic recovery in the region. For example, in Mexico, the long-term implications of the

 

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United States-Mexico-Canada Agreement, the 2020 successor to NAFTA, are yet to be determined. This uncertainty may have an adverse impact on Mexico’s economic outlook and the value of a Portfolio’s investments in Mexico. Additionally, recent political and social unrest in Venezuela has resulted in a massive disruption in the Venezuelan economy, including a deep recession and hyperinflation.

Dependence on Exports and Economic Risk.    Certain Latin American countries depend heavily on exports to the U.S. and investments from a small number of countries. Accordingly, these countries may be sensitive to fluctuations in demand, exchange rates and changes in market conditions associated with those countries. The economic growth of most Latin American countries is highly dependent on commodity exports and the economies of certain Latin American countries, particularly Mexico and Venezuela, are highly dependent on oil exports. As a result, these economies are particularly susceptible to fluctuations in the price of oil and other commodities and currency fluctuations. The 2008 global financial crisis weakened the global demand for oil and other commodities and, as a result, Latin American countries faced significant economic difficulties that led certain countries into recession. If global economic conditions worsen, prices for Latin American commodities may experience increased volatility and demand may continue to decrease. Although certain of these countries have recently shown signs of mild recovery, such recovery, if sustained, may remain gradual. In addition, prolonged economic difficulties may have negative effects on the transition to a more stable democracy in some Latin American countries. In certain countries, political risk, including nationalization risk, is high.

Sovereign Debt.    A number of Latin American countries are among the largest debtors of developing countries and have a history of reliance on foreign debt and default. The majority of the region’s economies have become dependent upon foreign credit and loans from external sources to fund government economic plans. Historically, these plans have frequently resulted in little benefit accruing to the economy. Most countries have been forced to restructure their loans or risk default on their debt obligations. In addition, interest on the debt is subject to market conditions and may reach levels that would impair economic activity and create a difficult and costly environment for borrowers. Accordingly, these governments may be forced to reschedule or freeze their debt repayment, which could negatively affect local markets. The European crisis and weakened global economy may reduce demand for exports from Latin America and limit the availability of foreign credit for some countries in the region. As a result, a Portfolio’s investments in Latin American securities could be harmed if economic recovery in the region is limited.

Pacific Basin Region.    Many Asian countries may be subject to a greater degree of social, political and economic instability than is the case in the U.S. and Western European countries. Such instability may result from, among other things, (i) authoritarian governments or military involvement in political and economic decision-making, including changes in government through extra-constitutional means; (ii) popular unrest associated with demands for improved political, economic and social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; and (v) ethnic, religious and racial disaffection. In addition, the Asia Pacific geographic region has historically been prone to natural disasters. The occurrence of a natural disaster in the region could negatively impact the economy of any country in the region. The existence of overburdened infrastructure and obsolete financial systems also presents risks in certain Asian countries, as do environmental problems.

The economies of most of the Asian countries are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the U.S., Japan, China and the EU. The enactment by the U.S. or other principal trading partners of protectionist trade legislation, reduction of foreign investment in the local economies and general declines in the international securities markets could have a significant adverse effect upon the securities markets of the Asian countries. The region is still experiencing the effects of the 2008 global financial crisis, which significantly lowered the region’s exports and foreign investments. In addition, the economic crisis also significantly affected consumer confidence and local stock markets. Although the economies of many countries in the region are showing signs of recovery from the crisis, such recovery, if sustained, may be gradual. Furthermore, any such recovery may be limited or hindered by the reduced demand for exports and lack of available capital for investment resulting from the European crisis and weakened global economy. The economies of certain Asian countries depend to a significant

 

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degree upon exports of primary commodities and, therefore, are vulnerable to changes in commodity prices that, in turn, may be affected by a variety of factors. In addition, certain developing Asian countries, such as the Philippines and India are especially large debtors to commercial banks and foreign governments.

The securities markets in Asia are substantially smaller, less liquid and more volatile than the major securities markets in the U.S. A high proportion of the shares of many issuers may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment by a Portfolio. Similarly, volume and liquidity in the bond markets in Asia are less than in the U.S. and, at times, price volatility can be greater than in the U.S. A limited number of issuers in Asian securities markets may represent a disproportionately large percentage of market capitalization and trading value. The limited liquidity of securities markets in Asia may also affect a Portfolio’s ability to acquire or dispose of securities at the price and time it wishes to do so. In addition, the Asian securities markets are susceptible to being influenced by large investors trading significant blocks of securities.

Many stock markets are undergoing a period of growth and change which may result in trading volatility and difficulties in the settlement and recording of transactions, and in interpreting and applying the relevant law and regulations. With respect to investments in the currencies of Asian countries, changes in the value of those currencies against the U.S. dollar will result in corresponding changes in the U.S. dollar value of a Portfolio’s assets denominated in those currencies. Certain developing economies in the Asia Pacific region are characterized by frequent currency fluctuations, devaluations, and restrictions; unstable employment rates; rapid fluctuation in, among other things, inflation and reliance on exports; and less efficient markets. Currency fluctuations or devaluations in any one country can have a significant effect on the entire Asia Pacific region. Holding securities in currencies that are devalued (or in companies whose revenues are substantially in currencies that are devalued) will likely decrease the value of a Portfolio’s investments.

Some developing Asian countries prohibit or impose substantial restrictions on investments in their capital markets, particularly their equity markets, by foreign entities such as a Portfolio. For example, certain countries may require governmental approval prior to investments by foreign persons or limit the amount of investment by foreign persons in a particular company or limit the investment by foreign persons to only a specific class of securities of a company which may have less advantageous terms (including price and shareholder rights) than securities of the company available for purchase by nationals. There can be no assurance that a Portfolio will be able to obtain required governmental approvals in a timely manner. In addition, changes to restrictions on foreign ownership of securities subsequent to a Portfolio’s purchase of such securities may have an adverse effect on the value of such shares. Certain countries may restrict investment opportunities in issuers or industries deemed important to national interests.

Chinese Companies.    Investing in China, Hong Kong and Taiwan involves a high degree of risk and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include: (a) the risk of nationalization or expropriation of assets or confiscatory taxation; (b) greater social, economic and political uncertainty (including the risk of war); (c) dependency on exports and the corresponding importance of international trade; (d) the increasing competition from Asia’s other low-cost emerging economies; (e) greater price volatility, substantially less liquidity and significantly smaller market capitalization of securities markets, particularly in China; (f) currency exchange rate fluctuations and the lack of available currency hedging instruments; (g) higher rates of inflation; (h) controls on foreign investment and limitations on repatriation of invested capital and on a Portfolio’s ability to exchange local currencies for U.S. dollars; (i) greater governmental involvement in and control over the economy, and greater intervention in the Chinese financial markets, such as the imposition of trading restrictions; (j) the risk that the Chinese government may decide not to continue to support the economic reform programs implemented since 1978 and could return to the prior, completely centrally planned, economy; (k) the fact that Chinese companies, particularly those located in China, may be smaller, less seasoned and newly-organized companies; (l) the difference in, or lack of, auditing and financial reporting standards which may result in unavailability of material information about issuers, particularly in China; (m) the fact that statistical information regarding the Chinese economy may be inaccurate or not comparable to statistical information regarding the U.S. or other economies; (n) the less extensive, and still

 

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developing, regulation of the securities markets, business entities and commercial transactions; (o) the fact that the settlement period of securities transactions in foreign markets may be longer; (p) the willingness and ability of the Chinese government to support the Chinese and Hong Kong economies and markets is uncertain; (q) the risk that it may be more difficult, or impossible, to obtain and/or enforce a judgment than in other countries; (r) the rapidity and erratic nature of growth, particularly in China, resulting in inefficiencies and dislocations; and (s) the risk that, because of the degree of interconnectivity between the economies and financial markets of China, Hong Kong and Taiwan, any sizable reduction in the demand for goods from China, or an economic downturn in China, could negatively affect the economies and financial markets of Hong Kong and Taiwan, as well.

There has been increased attention from the SEC and the Public Company Accounting Oversight Board (“PCAOB”) with regard to international auditing standards of U.S.-listed companies with operations in China as well as PCAOB-registered auditing firms in China. Currently, the SEC and PCAOB are only able to get limited information about these auditing firms and are restricted from inspecting the audit work and practices of registered accountants in China. In addition, certain China-based issuers, even if listed on a U.S. exchange, may qualify as “foreign private issuers,” which are exempt from certain U.S. corporate governance requirements including board independence and various SEC reporting and certification requirements.

Investment in China, Hong Kong and Taiwan is subject to certain political risks. China’s economy has transitioned from a rigidly central-planned state-run economy to one that has been only partially reformed by more market-oriented policies. Although the Chinese government has implemented economic reform measures, reduced state ownership of companies and established better corporate governance practices, a substantial portion of productive assets in China are still owned by the Chinese government. The government continues to exercise significant control over regulating industrial development and, ultimately, control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

The current political climate has intensified concerns about trade tariffs and a potential trade war between China and the United States, despite the United States’ signing a partial trade agreement with China that reduced some U.S. tariffs on Chinese goods while boosting Chinese purchases of American goods. However, this agreement left in place a number of existing tariffs, and it is unclear whether further trade agreements may be reached in the future. The ability and willingness of China to comply with the trade deal may determine to some degree the extent to which its economy will be adversely affected, which cannot be predicted at the present time. Future tariffs imposed by China and the United States on the other country’s products, or other escalating actions, may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry with a potentially negative impact to a Portfolio.

On November 12, 2020, then-President Trump issued an executive order establishing a new sanctions program designed to prohibit U.S. persons from entering into transactions in certain publicly traded securities, as well as derivatives and securities designed to provide investment exposure to such securities, of any “Communist Chinese military company,” as designated by the Department of Defense or the Secretary of the Treasury. Continued ownership of such securities by U.S. persons would be prohibited after a one-year divestment period from the time of designation of the issuer. A number of Chinese issuers have been designated under this program and more could be added. Certain implementation matters related to the scope of, and compliance with, the executive order have not yet been resolved, and the ultimate application and enforcement of the executive order may change due to, among other things, the change in the U.S. presidential administration. Under current guidance, U.S. investors may purchase interests in an investment fund that does not make any new purchases of designated securities and is “seeking to” divest its holdings of such securities during the applicable divestment period. As a result, the executive order and related guidance may significantly reduce the liquidity of such securities, force a Portfolio to sell certain positions at inopportune times or for unfavorable prices, and restrict future investments by a Portfolio.

 

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Although China adopted a plan in 2019 designed to encourage foreign investment in Chinese financial systems, China continues to limit direct foreign investments generally in industries deemed important to national interests. Foreign investment in domestic securities are also subject to substantial restrictions. Some believe that China’s currency is undervalued. Currency fluctuations could significantly affect China and its trading partners. China continues to exercise control over the value of its currency, rather than allowing the value of the currency to be determined by market forces. This type of currency regime may experience sudden and significant currency adjustments, which may adversely impact investment returns.

For decades, a state of hostility has existed between Taiwan and the People’s Republic of China. Beijing has long deemed Taiwan a part of the “one China” and has made a nationalist cause of recovering it. This situation poses a threat to Taiwan’s economy and could negatively affect its stock market. By treaty, China has committed to preserve Hong Kong’s autonomy and its economic, political and social freedoms until 2047. However, if China would exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance. As demonstrated by protests in Hong Kong in 2019 and 2020 over political, economic, and legal freedoms, and the Chinese government’s response to the protests, there continues to be a great deal of political unrest, which may result in economic disruption.

China could be affected by military events on the Korean peninsula or internal instability within North Korea. These situations may cause uncertainty in the Chinese market and may adversely affect performance of the Chinese economy.

China A-Shares.    China A-shares are equity securities of companies based in mainland China that trade on Chinese stock exchanges such as the Shanghai Stock Exchange (“SSE”) and the Shenzhen Stock Exchange (“SZSE”) (“A-shares”). Foreign investment in A-shares on the SSE and SZSE is historically not permitted other than through a license granted under regulations in the People’s Republic of China known as the Qualified Foreign Institutional Investor (“QFII”) and Renminbi Qualified Foreign Institutional Investor (“RQFII”) systems. Regulations that came into effect on June 6, 2020 supersede certain post-registration rules applicable to QFII and RQFII regimes and remove prior quota restrictions on investment in A-shares. However, as of the date of this SAI, this is a relatively new development, and there is no guarantee that the quotas will continue to be relaxed.

Because restrictions continue to exist and capital therefore cannot flow freely into and out of the A-Share market, it is possible that in the event of a market disruption, the liquidity of the A-Share market and trading prices of A-Shares could be more severely affected than the liquidity and trading prices of markets where securities are freely tradable and capital therefore flows more freely. A portfolio cannot predict the nature or duration of such a market disruption or the impact that it may have on the A-Share market and the short-term and long-term prospects of its investments in the A-Share market. In the event that a portfolio invests in A-Shares directly, a portfolio may incur significant losses, or may not be able fully to implement or pursue its investment objectives or strategies, due to investment restrictions on RQFIIs and QFIIs, illiquidity of the Chinese securities markets, or delay or disruption in execution or settlement of trades. A-Shares may become subject to frequent and widespread trading halts.

The Chinese government has in the past taken actions that benefitted holders of A-Shares. As A-Shares become more available to foreign investors, such as a portfolio, the Chinese government may be less likely to take action that would benefit holders of A-Shares.

The regulations which apply to investments by RQFIIs and QFIIs, including the repatriation of capital, are relatively new. The application and interpretation of such regulations are therefore relatively untested. In addition, there is little precedent or certainty evidencing how such discretion may be exercised now or in the future; and even if there were precedent, it may provide little guidance as PRC authorities would likely continue to have broad discretion. Although the relevant QFII/RQFII regulations have recently been revised to relax the limitation on repatriation of capital, it is a relatively new development and therefore subject to uncertainties as to whether and how it will be implemented in practice.

 

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Investment in eligible A-shares listed and traded on the SSE is now permitted through the Stock Connect program, though such securities may lose their eligibility at any time. Stock Connect is a securities trading and clearing program established by Hong Kong Securities Clearing Company Limited, the SSE and Chinese Securities Depositary and Clearing Corporation that aims to provide mutual stock market access between China and Hong Kong by permitting investors to trade and settle shares on each market through their local exchanges. Certain portfolios may invest in other investment companies that invest in A-shares through Stock Connect or on such other stock exchanges in China which participate in Stock Connect from time to time. Under Stock Connect, a portfolio’s trading of eligible A-shares listed on the SSE would be effectuated through its Hong Kong broker.

Although no individual investment quotas or licensing requirements apply to investors in Stock Connect, trading through Stock Connect’s Northbound Trading Link is subject to aggregate and daily investment quota limitations that require that buy orders for A-shares be rejected once the remaining balance of the relevant quota drops to zero or the daily quota is exceeded (although a portfolio will be permitted to sell A-shares regardless of the quota balance). These limitations may restrict a portfolio from investing in A-shares on a timely basis, which could affect a portfolio’s ability to effectively pursue its investment strategy. Investment quotas are also subject to change. Investment in eligible A-shares through Stock Connect is subject to trading, clearance and settlement procedures that could pose risks to a portfolio. A-shares purchased through Stock Connect generally may not be sold or otherwise transferred other than through Stock Connect in accordance with applicable rules. In addition, Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. Therefore, an investment in A-shares through Stock Connect may subject a portfolio to a risk of price fluctuations on days where the Chinese market is open, but Stock Connect is not trading. In addition, there is no assurance that the necessary systems required to operate Stock Connect will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems do not function properly, trading through Stock Connect could be disrupted.

Forward Commitments, When-Issued and Delayed Delivery Securities.    A Portfolio may invest in forward commitments, including “TBA” (to be announced), when-issued and delayed delivery securities. Forward commitments, when-issued and delayed delivery transactions arise when securities are purchased by a Portfolio with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price or yield to the Portfolio at the time of entering into the transaction. However, the price of or yield on a comparable security available when delivery takes place may vary from the price of or yield on the security at the time that the forward commitment or when-issued or delayed delivery transaction was entered into. Agreements for such purchases might be entered into, for example, when a Portfolio anticipates a decline in interest rates and is able to obtain a more advantageous price or yield by committing currently to purchase securities to be issued later. When a Portfolio purchases securities on a forward commitment, when-issued or delayed delivery basis, it does not pay for the securities until they are received. A Portfolio is required, however, to designate the segregation, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, of cash or other liquid securities in an amount equal to or greater than, on a daily basis, the amount of the Portfolio’s forward commitments, when-issued or delayed delivery commitments or to enter into offsetting contracts for the forward sale of other securities it owns. The availability of liquid assets for this purpose and the effect of asset segregation on a Portfolio’s ability to meet its current obligations, to honor requests for redemption, and to otherwise manage its investment portfolio will limit the extent to which the Portfolio may purchase forward commitments, when-issued and delayed delivery securities. For more information about these practices, see the “Derivatives” section. Forward commitments may be considered securities in themselves and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of a Portfolio’s other assets. Where such purchases are made through dealers, a Portfolio relies on the dealer to consummate the sale. The dealer’s failure to do so may result in the loss to a Portfolio of an advantageous yield or price. Pursuant to recommendations of the Treasury Market Practices Group, which is sponsored by the Federal Reserve Bank of New York, a Portfolio or its counterparty generally is required to post collateral when entering into certain forward-settling transactions, including without limitation TBA transactions.

A Portfolio will only enter into forward commitments and make commitments to purchase securities on a when-issued or delayed delivery basis with the intention of actually acquiring the securities. However, a Portfolio may sell

 

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these securities before the settlement date if it is deemed advisable as a matter of investment strategy. Forward commitments and when-issued and delayed delivery transactions are generally expected to settle within three months from the date the transactions are entered into, although a Portfolio may close out its position prior to the settlement date by entering into a matching sales transaction. In general, a Portfolio does not earn interest on the securities it has committed to purchase until they are paid for and delivered on the settlement date.

A Portfolio may purchase forward commitments and make commitments to purchase securities on a when-issued or delayed-delivery basis for any number of reasons, including to protect the value of portfolio investments, as a means to adjust the Portfolio’s overall exposure, and to enhance the Portfolio’s return. Purchases made in an effort to enhance a Portfolio’s return may involve more risk than purchases made for other reasons. For example, by committing to purchase securities in the future, a Portfolio subjects itself to a risk of loss on such commitments as well as on its portfolio securities. Also, a Portfolio may have to sell assets that have been set aside in order to meet redemptions. In addition, if a Portfolio determines it is advisable as a matter of investment strategy to sell the forward commitment or when-issued or delayed delivery securities before delivery, that Portfolio may incur a gain or loss because of market fluctuations since the time the commitment to purchase such securities was made. When the time comes to pay for the securities to be purchased under a forward commitment or on a when-issued or delayed delivery basis, a Portfolio will meet its obligations from the then available cash flow or the sale of securities, or, although it would not normally expect to do so, from the sale of the forward commitment or when-issued or delayed delivery securities themselves (which may have a value greater or less than a Portfolio’s payment obligation).

Hybrid Instruments.    A Portfolio may invest in hybrid instruments (a type of potentially high-risk derivative). Hybrid instruments combine the elements of futures contracts or options with those of debt, preferred equity or a depositary instrument. Generally, a hybrid instrument will be a debt security, preferred stock, depositary share, trust certificate, certificate of deposit or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption or retirement, is determined by reference to prices, changes in prices, or differences between prices, of securities, currencies, intangibles, goods, articles or commodities (collectively “Underlying Assets”) or by another objective index, economic factor or other measure, such as interest rates, currency exchange rates, commodity indices, and securities indices (collectively “Benchmarks”). Thus, hybrid instruments may take a variety of forms, including, but not limited to, debt instruments with interest or principal payments or redemption terms determined by reference to the value of a currency or commodity or securities index at a future point in time, preferred stock with dividend rates determined by reference to the value of a currency, or convertible securities with the conversion terms related to a particular commodity. Under certain conditions, the redemption value of such an instrument could be zero. Hybrid instruments can have volatile prices and limited liquidity and their use by a Portfolio may not be successful.

Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). The latter scenario may result if “leverage” is used to structure the hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so that a given change in a Benchmark or Underlying Asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain.

Hybrid instruments can be an efficient means of creating exposure to a particular market, or segment of a market, with the objective of enhancing total return. For example, a Portfolio may wish to take advantage of expected declines in interest rates in several European countries, but avoid the transaction costs associated with buying and currency-hedging the foreign bond positions. One solution would be to purchase a U.S. dollar-denominated hybrid instrument whose redemption price is linked to the average three year interest rate in a designated group of countries. The redemption price formula would provide for payoffs of greater than par if the average interest rate was lower than a specified level, and payoffs of less than par if rates were above the specified level. Furthermore, a Portfolio could limit the downside risk of the security by establishing a minimum redemption price so that the principal paid at maturity could not be below a predetermined minimum level if interest rates were to rise significantly. The purpose of this arrangement, known as a

 

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structured security with an embedded put option, would be to give a Portfolio the desired European bond exposure while avoiding currency risk, limiting downside market risk, and lowering transaction costs. Of course, there is no guarantee that the strategy will be successful and a Portfolio could lose money if, for example, interest rates do not move as anticipated or credit problems develop with the issuer of the hybrid instrument.

Although the risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options, futures and currencies, hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. The risks of a particular hybrid instrument will, of course, depend upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in the Benchmarks or the prices of Underlying Assets to which the instrument is linked. Such risks generally depend upon factors which are unrelated to the operations or credit quality of the issuer of the hybrid instrument and which may not be readily foreseen by the purchaser, such as economic and political events, the supply and demand for the Underlying Assets and interest rate movements. The issuer or guarantor of a hybrid instrument may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise honor its obligations. A Portfolio that invests in hybrid instruments is subject to varying degrees of risk that the issuers of the securities will have their credit rating downgraded or will default, potentially reducing a Portfolio’s share price and income level.

Various Benchmarks and prices for Underlying Assets have been highly volatile, and such volatility may be expected in the future.

Hybrid instruments may also carry liquidity risk since the instruments are often “customized” to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. In addition, because the purchase and sale of hybrid instruments could take place in an OTC market without the guarantee of a central clearing organization or in a transaction between a Portfolio and the issuer of the hybrid instrument, the creditworthiness of the counterparty or issuer of the hybrid instrument would be an additional risk factor which the Portfolio would have to consider and monitor. Hybrid instruments also may not be subject to regulation of the CFTC, which generally regulates the trading of commodity futures and most swaps by persons in the United States; the SEC, which regulates the offer and sale of securities by and to persons in the United States; or any other governmental regulatory authority. The various risks discussed above, particularly the market risk of such instruments, may in turn cause significant fluctuations in the net asset value of a Portfolio.

Illiquid Securities or Non-Publicly Traded Securities.    A Portfolio may invest in illiquid securities or non-publicly traded securities. The inability of a Portfolio to dispose of illiquid or not readily marketable investments promptly or at a reasonable price could impair a Portfolio’s ability to raise cash for redemptions or other purposes. Generally, an illiquid security is any investment that may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Illiquid securities may include unregistered securities, securities subject to contractual or legal restrictions on resale or other restricted securities and repurchase agreements maturing in greater than seven days. Illiquid securities may also include commercial paper under section 4(2) of the 1933 Act, and Rule 144A securities (restricted securities that may be traded freely among qualified institutional buyers pursuant to an exemption from the registration requirements of the securities laws); these securities generally are considered illiquid unless the Adviser or a Sub-Adviser determines they are liquid. Most such securities held by the Portfolios are deemed liquid. Generally, foreign securities freely tradable in their principal market are not considered restricted or illiquid even if they are not registered in the United States. Illiquid securities may be difficult for a Portfolio to value or dispose of due to the absence of an active trading market. The sale of some illiquid securities by a Portfolio may be subject to legal restrictions, which could be costly to the Portfolio.

A Portfolio may invest in “restricted securities,” which generally are securities that may be resold to the public only pursuant to an effective registration statement under the 1933 Act or an exemption from registration.

 

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Regulation S under the 1933 Act is an exemption from registration that permits, under certain circumstances, the resale of restricted securities in offshore transactions, subject to certain conditions, and Rule 144A under the 1933 Act is an exemption that permits the resale of certain restricted securities to qualified institutional buyers. Restricted securities include private placement securities that have not been registered under the applicable securities laws, such as Rule 144A securities, and securities of U.S. and non-U.S. issuers that are issued pursuant to Regulation S. Restricted securities may not be listed on an exchange and may have no active trading market. Restricted securities may be illiquid. A Portfolio may be unable to sell them on short notice or may be able to sell them only at a price below current value. Also, a Portfolio may get only limited information about the issuer of a restricted security, so it may be less able to predict a loss. In addition, if Portfolio management receives material non-public information about the issuer, a Portfolio may as a result be unable to sell the securities. Certain restricted securities may involve a high degree of business and financial risk and may result in substantial losses.

Rule 144A is designed to facilitate trading of restricted securities among qualified institutional investors. To the extent restricted securities held by a Portfolio qualify under Rule 144A and an institutional market develops for those securities, the Portfolio expects that it will be able to dispose of the securities without registering the resale of such securities under the 1933 Act. However, to the extent that a robust market for such 144A securities does not develop, or a market develops but experiences periods of illiquidity, investments in Rule 144A securities could increase the level of a Portfolio’s illiquidity. A Portfolio may find these investments difficult to value. In addition, a Portfolio might have to register restricted securities in order to dispose of them, resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.

There is a large institutional market for certain securities that are not registered under the 1933 Act, which may include markets for repurchase agreements, commercial paper, foreign securities, municipal securities, loans and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.

To the extent that a Portfolio acquires shares of a registered investment company in accordance with Section 12(d)(1)(F) of the 1940 Act, the registered investment company is not obligated to redeem its shares in an amount exceeding 1% of its shares outstanding during any period less than 30 days. Shares held by a Portfolio in excess of 1% of a registered investment company’s outstanding securities therefore may, under certain circumstances, be considered not readily marketable securities, which, together with other such securities, are subject to the Portfolio’s restrictions on investments in illiquid securities.

Inflation-Indexed Securities.    A Portfolio may invest in inflation-indexed securities issued by the U.S. Treasury and others. Inflation-indexed securities are debt securities the principal value of which is adjusted periodically in accordance with changes in a measure of inflation. Inflation-indexed securities issued by the U.S. Treasury use the Consumer Price Index for Urban Consumers (“CPI-U”) published by the U.S. Bureau of Labor Statistics (see “U.S. Government Securities” below). Inflation-indexed securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. Two structures for inflation-indexed securities are common: the U.S. Treasury and some other issuers utilize a structure that adjusts the principal value of the security according to the rate of inflation; most other issuers pay out the Consumer Price Index adjustments as part of a semi-annual coupon.

In the first, the interest rate on the inflation-indexed bond is fixed, while the principal value rises or falls semi-annually based on changes in a published measure of inflation. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal. In the second, the inflation adjustment for certain inflation-indexed bonds is reflected in the semiannual coupon payment. As a result, the principal value of these inflation-indexed bonds does not adjust according to the rate of inflation.

 

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In general, the value of inflation-indexed securities increases in periods of general inflation and declines in periods of general deflation. If inflation is lower than expected during the period a Portfolio holds an inflation-indexed security, the Portfolio may earn less on it than on a conventional bond. Inflation-indexed securities are expected to react primarily to changes in the “real” interest rate (i.e., the nominal, or stated, rate less the rate of inflation), while a typical bond reacts to changes in the nominal interest rate. Accordingly, inflation-indexed securities have characteristics of fixed-rate U.S. Treasury securities having a shorter duration. Changes in market interest rates from causes other than inflation will likely affect the market prices of inflation-indexed securities in the same manner as conventional bonds.

Any increase in the principal value of an inflation-indexed security is taxable in the taxable year the increase occurs, even though its holders do not receive cash representing the increase until the security matures, and the amount of that increase for a Portfolio generally must be distributed each taxable year to its shareholders. See the “Taxation” section of this SAI. Thus, each Portfolio that invests therein could be required, at times, to liquidate other investments in order to satisfy its distribution requirements.

Insured Bank Obligations.    The Federal Deposit Insurance Corporation (“FDIC”) insures the deposits of federally insured banks and savings and loan associations (collectively referred to as “banks”) up to $250,000. A Portfolio may purchase bank obligations which are fully insured as to principal by the FDIC. Currently, to remain fully insured as to principal, these investments must be limited to $250,000 per bank; if the principal amount and accrued interest together exceed $250,000, the excess accrued interest will not be insured. Insured bank obligations may have limited marketability. Unless the Adviser determines that a readily available market exists for such obligations, a Portfolio will treat such obligations as subject to the limit for illiquid investments for each Portfolio unless such obligations are payable at principal amount plus accrued interest on demand or within seven days after demand.

Investment Company Securities.    A Portfolio may invest in the securities of other investment companies, including ETFs, to the extent permitted under the 1940 Act and the rules, regulations, and exemptive orders thereunder. Investment company securities are securities of other open-end or closed-end investment companies or unit investment trusts. The 1940 Act generally prohibits a Portfolio from acquiring more than 3% of the total outstanding voting shares of an investment company and limits such investments to no more than 5% of the Portfolio’s total assets in any investment company and no more than 10% in any combination of unaffiliated investment companies. The 1940 Act further prohibits a Portfolio from acquiring in the aggregate more than 10% of the total outstanding voting shares of any registered closed-end investment company. Certain exceptions to these limitations are provided by the 1940 Act and the rules, regulations, and exemptive orders thereunder. The Equitable Growth MF/ETF Portfolio and Equitable Moderate Growth MF/ETF Portfolio invest substantially all of their assets in the securities of other investment companies in reliance on exemptions under the 1940 Act that allow the Portfolios to invest in other investment companies in excess of the limits described above.

Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but the total return on such investments at the investment company level will be reduced by the operating expenses and fees of such other investment companies, including advisory fees. In addition, certain types of investment companies, such as closed-end investment companies and ETFs, trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value per share. Such a premium or discount may impact the performance of a Portfolio’s investment. Further, the securities of other investment companies may be leveraged. As a result, a Portfolio may be indirectly exposed to leverage through an investment in such securities. An investment in securities of other investment companies that use leverage may expose a Portfolio to higher volatility in the market value of such securities and the possibility that the Portfolio’s long-term returns on such securities will be diminished.

The SEC recently adopted certain regulatory changes and took other actions related to the ability of an investment company to invest in the securities of another investment company. These changes include, among other things, the rescission of certain SEC exemptive orders permitting investments in excess of the statutory limits and the withdrawal of certain related SEC staff no-action letters, and the adoption of Rule 12d1-4 under

 

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the 1940 Act. Rule 12d1-4, effective January 19, 2021, permits a Portfolio to invest in other investment companies beyond the statutory limits, subject to certain conditions. The compliance date for Rule 12d1-4 and the rescission of the applicable exemptive orders and the withdrawal of the applicable no-action letters is effective on January 19, 2022. After such time, an investment company will no longer be able to rely on the aforementioned exemptive orders and no-action letters, and will be subject instead to Rule 12d1-4 and other applicable rules under the 1940 Act.

ETFs.    A Portfolio may invest in ETFs and other pooled investment vehicles. These are a type of investment company (or similar entity) the shares of which are bought and sold on a securities exchange and that hold a portfolio of securities or other financial instruments. An index-based ETF represents a portfolio of securities (or other assets) generally designed to track a particular market index or other referenced asset. A Portfolio could purchase an index-based ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. Many ETFs have obtained exemptive relief from the SEC to permit other investment companies (such as the Portfolios) to invest in their shares beyond the statutory limits on investments in other investment companies described above, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds. A Portfolio may rely on these exemptive orders in investing in ETFs. As discussed above in “Investment Company Securities”, the SEC adopted Rule 12d1-4, for which the compliance date is January 19, 2022. After such time, a Portfolio will no longer be able to rely on these exemptive orders to invest in ETFs and will be subject instead to Rule 12d1-4 and other applicable rules under the 1940 Act. The risks of owning an index-based ETF generally reflect the risks of owning the underlying securities it is designed to track although lack of liquidity in an ETF could result in it being more volatile, and ETFs have fees which increase their costs. In addition, there is the risk that an index-based ETF may fail to closely track the index, if any, that it is designed to replicate. ETFs may also be actively managed. Actively managed ETFs are subject to management risk and may not achieve their objective if the ETFs manager’s expectations regarding particular securities or markets are not met. By investing in a Portfolio that invests in ETFs, you will indirectly bear fees and expenses charged by the ETFs in which the Portfolio invests in addition to the Portfolio’s direct fees and expenses.

Passive Foreign Investment Companies.    A Portfolio may purchase the securities of “passive foreign investment companies” (“PFICs”). In general, such companies have been the only or primary way to invest in countries that limit, or prohibit, all direct foreign investment in the securities of companies domiciled therein. However, the governments of some countries have authorized the organization of investment funds to permit indirect foreign investment in such securities. In addition to bearing their proportionate share of a Portfolio’s expenses (management fees and operating expenses), shareholders will also indirectly (through the Portfolio) bear similar expenses of such investment funds. PFICs in which a Portfolio may invest may also include foreign corporations other than such investment funds. Like other foreign securities, interests in PFICs also involve the risk of foreign securities, as described above, as well as certain federal income tax consequences (see the section of this SAI entitled “Taxation”).

Investment Grade Securities.    Investment grade securities are securities rated Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”), BBB or higher by Standard & Poor’s Global Ratings (“S&P”), or BBB or higher by Fitch Ratings Ltd. (“Fitch”), securities that are comparably rated by another rating agency, or unrated securities determined by the Adviser or a Sub-Adviser to be of comparable quality. Bonds rated in the lower investment grade rating categories (or determined to be of comparable quality by the Adviser or a Sub-Adviser) have speculative characteristics. This means that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case for higher rated debt securities. If a security is downgraded, the Adviser or a Sub-Adviser will reevaluate the holding to determine what action, including the sale of such security, is in the best interests of a Portfolio.

Non-Investment Grade Securities or “Junk Bonds.”    Non-investment grade securities are securities rated Ba1 or lower by Moody’s or BB+ or lower by S&P or Fitch, securities that are comparably rated by another rating agency, or unrated securities determined by the Adviser or a Sub-Adviser to be of comparable quality. Non-investment grade securities are commonly known as “junk bonds” and are considered predominantly speculative with respect to the issuer’s ability to pay interest and repay principal. Junk bonds may be issued as a consequence of corporate restructuring, such as leveraged buyouts, mergers, acquisitions, debt recapitalizations, or similar events or by smaller or highly leveraged companies and in other circumstances.

 

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Non-investment grade securities generally offer a higher current yield than that available for investment grade securities; however, they involve greater risks than investment grade securities in that they are especially sensitive to, and may be more susceptible to, real or perceived adverse changes in general economic conditions and in the industries in which the issuers are engaged, changes in the financial condition of, and individual corporate developments of, the issuers, and price fluctuations in response to changes in interest rates. Because a Portfolio’s investments in non-investment grade securities involve greater investment risk than its investments in higher rated securities, achievement of the Portfolio’s investment objective will be more dependent on the Adviser’s or a Sub-Adviser’s analysis than would be the case if the Portfolio were investing in higher rated securities.

Non-investment grade securities generally will be susceptible to greater risk when economic growth slows or reverses and when inflation increases or deflation occurs. Lower rated securities may experience substantial price declines when there is an expectation that issuers of such securities might experience financial difficulties. As a result, the yields on lower rated securities can rise dramatically. However, those higher yields may not reflect the value of the income stream that holders of such securities expect. Rather, those higher yields may reflect the risk that holders of such securities could lose a substantial portion of their value due to financial restructurings or defaults by the issuers. There can be no assurance that those declines will not occur.

During periods of economic downturn or rising interest rates, highly leveraged issuers may experience financial stress that could adversely affect their ability to make payments of interest and principal and increase the possibility of default. In addition, such issuers may not have more traditional methods of financing available to them and may be unable to repay debt at maturity by refinancing. The risk of loss due to default by such issuers is significantly greater because such securities frequently are unsecured by collateral and will not receive payment until more senior claims are paid in full. Non-investment grade securities may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, a Portfolio would have to replace the security with a lower yielding security, resulting in a decreased return. Conversely, a non-investment grade security’s value will decrease in a rising interest rate market, as will the value of a Portfolio’s investment in such securities. If a Portfolio experiences unexpected net redemptions, this may force it to sell its non-investment grade securities, without regard to their investment merits, thereby decreasing the asset base upon which the Portfolio’s expenses can be spread and possibly reducing the Portfolio’s rate of return.

In addition, the market for non-investment grade securities generally is thinner and less active than that for higher rated securities, which may limit a Portfolio’s ability to sell such securities at fair value in response to changes in the economy or financial markets. This potential lack of liquidity may make it more difficult for the Adviser or a Sub-Adviser to value accurately certain portfolio securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of non-investment grade securities, especially in a thinly traded market. In periods of reduced market liquidity, junk bond prices may become more volatile and may experience sudden and substantial price declines. Also, there may be significant disparities in the prices quoted for junk bonds by various dealers. Under such conditions, a Portfolio may find it difficult to value its junk bonds accurately. Under such conditions, a Portfolio may have to use subjective rather than objective criteria to value its junk bond investments accurately and rely more heavily on the judgment of the Trust’s Board. It is the policy of the Adviser and a Sub-Adviser not to rely exclusively on ratings issued by credit rating agencies but to supplement such ratings with their own independent and ongoing review of credit quality.

Prices for junk bonds also may be affected by legislative and regulatory developments. For example, the Tax Cuts and Jobs Act includes a provision limiting the deductibility of “business interest” expense, and from time to time, Congress has considered legislation to regulate corporate restructuring such as takeovers, mergers or leveraged buyouts. Such legislation could depress the prices of outstanding junk bonds.

Credit Ratings.    Moody’s, S&P, Fitch and other rating agencies are private services that provide ratings of the credit quality of bonds, including municipal bonds, and certain other securities. A description of the ratings assigned to commercial paper and corporate bonds by Moody’s, S&P and Fitch is included in

 

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Appendix A to this SAI. The process by which Moody’s, S&P and Fitch determine ratings generally includes consideration of the likelihood of the receipt by security holders of all distributions, the nature of the underlying assets, the credit quality of the guarantor, if any, and the structural, legal and tax aspects associated with these securities. Not even the highest such rating represents an assessment of the likelihood that principal prepayments will be made by obligors on the underlying assets or the degree to which such prepayments may differ from that originally anticipated, nor do such ratings address the possibility that investors may suffer a lower than anticipated yield or that investors in such securities may fail to recoup fully their initial investment due to prepayments.

Credit ratings attempt to evaluate the safety of principal and interest payments, but they do not evaluate the volatility of a bond’s value or its liquidity and do not guarantee the performance of the issuer. Rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer’s current financial condition may be better or worse than the rating indicates. There is a risk that rating agencies may downgrade a bond’s rating. Subsequent to a bond’s purchase by a Portfolio, it may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Portfolio. Any subsequent change in a rating assigned by any rating service to a security (or, if unrated, deemed to be of comparable quality), or change in the percentage of portfolio assets invested in certain securities or other instruments, or change in the average duration of a Portfolio’s investment portfolio, resulting from market fluctuations or other changes in a Portfolio’s total assets will not require a Portfolio to dispose of an investment. A Portfolio may use these ratings in determining whether to purchase, sell or hold a security. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, bonds with the same maturity, interest rate and rating may have different market prices.

In addition to ratings assigned to individual bond issues, the Adviser or a Sub-Adviser will analyze interest rate trends and developments that may affect individual issuers, including factors such as liquidity, profitability and asset quality. The yields on bonds are dependent on a variety of factors, including general money market conditions, general conditions in the bond market, the financial condition of the issuer, the size of the offering, the maturity of the obligation and its rating. There is a wide variation in the quality of bonds, both within a particular classification and between classifications. An issuer’s obligations under its bonds are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of bond holders or other creditors of an issuer; litigation or other conditions may also adversely affect the power or ability of issuers to meet their obligations for the payment of interest and principal on their bonds.

Commodity-Linked Notes.    Commodity-linked notes are privately negotiated structured debt securities the amount of principal repayment and/or interest payments for which are linked to the return of an index that is representative of the commodities market or a segment thereof. They are available from a limited number of approved counterparties, and all invested amounts are exposed to the dealer’s credit risk. As such, commodity-linked notes are also subject to counterparty risk. Commodity-linked notes may be leveraged. Investments linked to the prices of commodities, including commodity-linked notes, are considered speculative. The values of commodity-linked notes are affected by events that might have less impact on the values of stocks and bonds. Prices of commodities and related contracts may fluctuate significantly over short periods due to a variety of factors, including changes in supply and demand relationships, weather, agriculture, fiscal, and exchange control programs, disease, pestilence, and international economic, political, military and regulatory developments. In addition, the commodity markets may be subject to temporary distortions and other disruptions due to, among other factors, lack of liquidity, the participation of speculators, and government regulation and other actions. These circumstances could adversely affect the value of the commodity-linked notes and make them more volatile than other types of investments. Commodity-linked notes may have substantial risks, including risk of loss of a significant portion of their principal value. Investments therein can also have adverse federal income tax consequences.

Exchange-Traded Notes (ETNs).    ETNs are generally notes representing debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETN’s returns are based on the performance of one or more underlying assets, reference rates or indices, minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or rate (“reference instrument”) to which the ETN is linked minus certain fees. This type of debt security differs from other

 

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types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed, and no principal protection exists. The value of an ETN may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. As a result, there may be times when an ETN share trades at a premium or discount to its market benchmark or strategy. A Portfolio’s decision to sell its ETN holdings may also be limited by the availability of a secondary market. If a Portfolio must sell some or all of its ETN holdings and the secondary market is weak, it may have to sell such holdings at a discount. There may be restrictions on a Portfolio’s right to redeem its investment in an ETN, which are generally meant to be held until maturity. ETNs are also subject to counterparty credit risk and fixed income risk. Investments in ETNs may also have adverse federal income tax consequences. No assurance can be given that the Internal Revenue Service (“IRS”) will accept, or a court will uphold, how a Portfolio characterizes and treats ETNs and the net income and net realized gains therefrom for federal income tax purposes. Further, the IRS and Congress have, from time to time, considered proposals that would change the timing of recognition and character of net income and net realized gains from ETNs.

LIBOR Rate Risk.    Many debt securities, Derivative Instruments and other financial instruments, including some of the Portfolios’ investments, utilize the London Interbank Offered Rate (LIBOR) as the reference or benchmark rate for variable interest rate calculations. However, the use of LIBOR started to come under pressure following manipulation allegations in 2012. Despite increased regulation and other corrective actions since that time, concerns have arisen regarding its viability as a benchmark, due largely to reduced activity in the financial markets that it measures.

On March 5, 2021, the Financial Conduct Authority (“FCA”) announced that all LIBOR settings will either cease to be provided by the administrator or will no longer be representative either immediately after December 31, 2021, in the case of all UK Pounds Sterling, Euro, Swiss Franc and Japanese Yen settings, and the 1-week and 2-month USD tenors; or immediately after June 30, 2023, in the case of the remaining USD tenors. The InterContinental Benchmark Exchange (“ICE”), the organization that administers and announces LIBOR, simultaneously announced that it would cease publishing LIBOR for all non-USD currencies and USD LIBOR 1-week and 2-month LIBOR immediately after publishing a final LIBOR for these currencies/tenors on December 31, 2021, and that it would only continue to publish USD LIBOR for overnight, one-month, 3-month, 6-month, and 12-month tenors until June 30, 2023, both absent intervention from the FCA, ICE’s regulator.

The Secured Overnight Financing Rate (“SOFR”) has been selected by a committee established by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York to replace LIBOR as a reference or benchmark rate in the United States. SOFR is discussed in further detail below. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate (“SONIA”) in England.

Various financial industry groups have begun planning for the LIBOR transition, but there are obstacles to converting certain longer term securities and transactions to a new benchmark, as well as risks associated with using a new reference or benchmark rate with respect to new investments and transactions. Transition planning is ongoing, and neither the effect of the transition process nor its ultimate success can yet be known. While some LIBOR-based instruments may contemplate a scenario in which LIBOR is no longer available by providing for an alternative rate-setting methodology and/or increased costs for certain LIBOR-related instruments or financing transactions, not all may have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies, resulting in prolonged adverse market conditions for a Portfolio. The willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments also remains uncertain. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to LIBOR ceasing to be published.

SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. treasury securities, and has been published by the Federal Reserve Bank of New York since April 2018. The Federal Reserve Bank of New York has also been publishing historical indicative Secured Overnight Financing Rates from 2014.

 

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Historical changes or trends in SOFR may not be reliable as indicators of future changes in SOFR. The composition and characteristics of SOFR are not the same as those of LIBOR, and SOFR is fundamentally different from LIBOR because (1) SOFR is a secured rate, while LIBOR is an unsecured rate, and (2) SOFR is an overnight rate, while LIBOR is a forward-looking rate that represents interbank funding over different maturities. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events.

Additionally, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as LIBOR. The return on and value of an investment in notes or other investments linked to SOFR may fluctuate more than the value of investments that are linked to less volatile rates. In addition, the volatility of SOFR has reflected the underlying volatility of the overnight U.S. Treasury repo market. The Federal Reserve Bank of New York has at times conducted operations in the overnight U.S. Treasury repo market in order to help maintain the federal funds rate within a target range. There can be no assurance that the Federal Reserve Bank of New York will continue to conduct such operations in the future, and the duration and extent of any such operations is inherently uncertain. The effect of any such operations, or of the cessation of such operations to the extent they are commenced, is uncertain and could result in losses to a Portfolio.

SOFR is published by the Federal Reserve Bank of New York based on data that is receives from various sources. There can be no guarantee, particularly given its relatively recent introduction, that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Portfolios. If the manner in which SOFR is calculated is changed, that change may result in a reduction in the amount of interest payable on a Portfolio’s investments and the trading prices of those investments. In addition, the Federal Reserve Bank of New York may withdraw, modify or amend published SOFR data in its sole discretion and without notice. The interest rate for any interest period typically will not be adjusted for any modifications or amendments to SOFR data that may be published after the interest rate for that interest period has been determined.

Since SOFR is a relatively new reference rate, a Portfolio’s investments in debt securities and other instruments linked to SOFR may not have an established trading market, and an established trading market may never develop or may not be very liquid. Market terms for instruments linked to SOFR, such as the spread over the base rate reflected in interest rate provisions or the manner of compounding the base rate, may evolve over time, and trading prices for such instruments may be lower than those of later-issued SOFR-based debt instruments as a result. Similarly, if SOFR does not prove to be widely used, the trading price of investments linked to SOFR may be lower than those of investments linked to reference rates that are more widely used. A Portfolio may not be able to sell the investments at all or may not be able to sell them at prices that will provide a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

Loans, Loan Participations, Assignments, and Other Direct Debt Instruments.    Direct debt includes interests in loans, notes and other interests in amounts owed to financial institutions by borrowers, such as corporations and governments. Corporate and sovereign loans typically are structured and negotiated by a group of financial institutions and other investors that provide capital to the borrowers. In return, the borrowers pay interest and repay the loan’s principal. Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of principal and interest. The borrower may be in financial distress or may default. If a Portfolio does not receive scheduled interest or principal payments on such indebtedness, the Portfolio’s share price and yield could be adversely affected. Loans and other direct debt instruments may pay fixed rates of interest or may pay floating interest rates that are reset periodically on the basis of a floating base lending rate, such as LIBOR plus a premium, a particular bank’s prime rate, the 90-day Treasury Department Bill rate, the rate of return on commercial paper or bank CDs, an index of short-term tax-exempt rates or some other objective measure. Corporate loans are made generally to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buy-outs and other corporate activities. Unlike corporate loans, which are often secured, sovereign loans are typically unsecured. A Portfolio may invest in secured and unsecured loans.

 

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A Portfolio may acquire a loan (1) directly at the time of the loan’s closing, (2) through a participation interest, which gives the Portfolio the right to receive payments of principal, interest and/or other amounts only from the lender selling the participation interest and only when the lender receives the payments from the borrower, or (2) through an assignment in which a Portfolio succeeds to the rights of the assigning lender and becomes a lender under the loan agreement.

Participation Interests.    In purchasing a loan participation, a Portfolio acquires some or all of the interest of a bank or other lending institution in a loan to a borrower. A Portfolio’s rights under a participation interest with respect to a particular loan may be more limited than the rights of original lenders or of investors who acquire an assignment of that loan. In purchasing participation interests, a Portfolio will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation interest (the “participating lender”) and only when the participating lender receives the payments from the borrower.

In a participation interest, a Portfolio will usually have a contractual relationship only with the selling institution and not the underlying borrower. A Portfolio normally will have to rely on the participating lender to demand and receive payments in respect of the loans, and to pay those amounts on to the Portfolio; thus, a Portfolio will be subject to the risk that the lender may be unwilling or unable to do so. In such a case, a Portfolio would not likely have any rights against the borrower directly. As a result, a Portfolio will assume the credit risk of both the borrower and the lender that is selling the participation. In addition, a Portfolio generally will have no right to object to certain changes to the loan agreement agreed to by the participating lender.

In buying a participation interest, a Portfolio might not directly benefit from the collateral supporting the related loan and may be subject to any rights of set off the borrower has against the selling institution. In the event of bankruptcy or insolvency of the borrower, the obligation of the borrower to repay the loan may be subject to certain defenses that can be asserted by the borrower as a result of any improper conduct of the participating lender. As a result, a Portfolio may be subject to delays, expenses and risks that are greater than those that exist when the Portfolio is an original lender or assignee.

Assignments.    When a Portfolio purchases a loan by assignment, the Portfolio typically succeeds to the rights of the assigning lender under the loan agreement and becomes a lender under the loan agreement. Subject to the terms of the loan agreement, a Portfolio typically succeeds to all the rights and obligations under the loan agreement of the assigning lender. However, assignments may be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender.

Creditworthiness.    A Portfolio’s ability to receive payment of principal, interest and other amounts due in connection with loans will depend primarily on the financial condition of the borrower (and, in some cases, the lending institution from which it purchases the loan). In evaluating the creditworthiness of borrowers, the Adviser or a Sub-Adviser may consider, and may rely in part, on analyses performed by others. Because loan interests may not be rated by independent rating agencies, the decision to invest in a particular loan may depend heavily on the credit analysis of the borrower by the Adviser, a Sub-Adviser or the original lending institution. In selecting the loans and other direct indebtedness that a Portfolio will purchase, the Adviser or a Sub-Adviser will rely on its own credit analysis of the borrower and not solely on a lending institution’s credit analysis of the borrower. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a small fraction of the amount owed. In connection with the restructuring of a loan or other direct debt instrument outside of bankruptcy court in a negotiated work-out or in the context of bankruptcy proceedings, equity securities or junior debt securities may be received in exchange for all or a portion of an interest in the security.

In buying a participation interest, a Portfolio assumes the credit risk of both the borrower and the participating lender. If the participating lender fails to perform its obligations under the participation agreement, a Portfolio might incur costs and delays in realizing payment and suffer a loss of principal or interest. If a participating lender becomes insolvent, a Portfolio may be treated as a general creditor of that lender. As a general creditor, a Portfolio may not benefit from a right of set off that the lender has against the borrower. A Portfolio acquiring a participation interest will evaluate the creditworthiness of the participating lender or other intermediary participant selling the participation interest.

 

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Agents.    Loans are typically administered by a bank, insurance company, finance company or other financial institution (the “agent”) for a lending syndicate of financial institutions. In a typical loan, the agent administers the terms of the loan agreement and is responsible for the collection of principal and interest and fee payments from the borrower and the apportionment of these payments to all lenders that are parties to the loan agreement. In addition, an institution (which may be the agent) may hold collateral on behalf of the lenders. Typically, under loan agreements, the agent is given broad authority in monitoring the borrower’s performance and is obligated to use the same care it would use in the management of its own property. In asserting rights against a borrower, a Portfolio normally will be dependent on the willingness of the lead bank to assert these rights, or upon a vote of all the lenders to authorize the action.

If an agent becomes insolvent, or has a receiver, conservator, or similar official appointed for it by the appropriate regulatory authority, or becomes a debtor in a bankruptcy proceeding, the agent’s appointment may be terminated and a successor agent would be appointed. If an appropriate regulator or court determines that assets held by the agent for the benefit of the purchasers of loans are subject to the claims of the agent’s general or secured creditors, a Portfolio might incur certain costs and delays in realizing payment on a loan or suffer a loss of principal and/or interest. A Portfolio may be subject to similar risks when it buys a participation interest or an assignment from an intermediary.

Collateral.    Loans that are fully secured offer a Portfolio more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the collateral from a secured loan in which a Portfolio invests can be promptly liquidated, or that its liquidation value will be equal to the value of the debt. In most loan agreements there is no formal requirement to pledge additional collateral if the value of the initial collateral declines. As a result, a loan may not always be fully collateralized and can decline significantly in value.

If a borrower becomes insolvent, access to collateral may be limited by bankruptcy and other laws. Borrowers that are in bankruptcy may pay only a small portion of the amount owed, if they are able to pay at all. If a secured loan is foreclosed, a Portfolio will likely be required to bear the costs and liabilities associated with owning and disposing of the collateral. There is also a possibility that a Portfolio will become the owner of its pro rata share of the collateral which may carry additional risks and liabilities. In addition, under legal theories of lender liability, a Portfolio potentially might be held liable as a co-lender. In the event of a borrower’s bankruptcy or insolvency, the borrower’s obligation to repay the loan may be subject to certain defenses that the borrower can assert as a result of improper conduct by the lending agent. Some loans are unsecured. If the borrower defaults on an unsecured loan, a Portfolio will be a general creditor and will not have rights to any specific assets of the borrower.

Liquidity.    Loans are generally subject to legal or contractual restrictions on resale. Loans are not currently listed on any securities exchange or automatic quotation system, and there may not be an active trading market for some loans. As a result, a Portfolio may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. The lack of a liquid secondary market may have an adverse impact on a Portfolio’s ability to dispose of particular assignments or participations when necessary to meet redemptions of Portfolio shares, to meet the Portfolio’s liquidity needs or when necessary in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. In addition, transactions in loan investments may take a significant amount of time to settle (i.e., more than seven days and up to several weeks or longer). Accordingly, the proceeds from the sale of a loan investment may not be available to make additional investments or to meet redemption obligations until potentially a substantial period after the sale of the loan. The extended trade settlement periods could force a Portfolio to liquidate other securities to meet redemptions and may present a risk that the Portfolio may incur losses in order to timely honor redemptions. To the extent that the Adviser or a Sub-Adviser determines that any such investments are illiquid, they will be subject to the Portfolios’ restrictions on investments in illiquid securities.

Prepayment Risk.    The borrower in a loan arrangement may, either at its own election or pursuant to the terms of the loan documentation, prepay amounts of the loan from time to time. Due to prepayment, the actual maturity of loans is typically shorter than their stated final maturity calculated solely on the basis of the stated life and payment schedule. The degree to which borrowers prepay loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the borrower and competitive conditions among lenders, among other things. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on

 

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which a Portfolio derives interest income will be reduced. The effect of prepayments on a Portfolio’s performance may be mitigated by the receipt of prepayment fees, and the Portfolio’s ability to reinvest prepayments in other loans that have similar or identical yields. However, there is no assurance that a Portfolio will be able to reinvest the proceeds of any loan prepayment at the same interest rate or on the same terms as those of the prepaid loan.

Borrower Covenants.    Loan agreements, which set forth the terms of a loan and the obligations of the borrower and lender, contain certain covenants that mandate or prohibit certain borrower actions, including financial covenants that dictate certain minimum and maximum financial performance levels. Covenants that require the borrower to maintain certain financial metrics during the life of the loan (such as maintaining certain levels of cash flow and limiting leverage) are known as “maintenance covenants.” These covenants are included to permit the lender to monitor the financial performance of the borrower and declare an event of default if certain criteria are breached, allowing the lender to renegotiate the terms of the loan based upon the elevated risk levels or take other actions to help mitigate losses. “Covenant lite” loans contain fewer maintenance covenants than traditional loans, or no maintenance covenants at all, and may not include terms that permit the lender to monitor the financial performance of the borrower and declare an event of default if certain criteria are breached. This may hinder a Portfolio’s ability to reprice credit risk associated with the borrower and reduce a Portfolio’s ability to restructure a problematic loan and mitigate potential loss. A Portfolio may experience relatively greater difficulty or delays in enforcing its rights on its holdings of certain covenant lite loans than its holdings of loans with the usual covenants. As a result, a Portfolio’s exposure to losses on covenant lite loans may be increased, especially during a downturn in the credit cycle.

Available Information.    Loans normally are not registered with the SEC or any state securities commission or listed on any securities exchange. As a result, the amount of public information available about a specific loan historically has been less extensive than if the loan were registered or exchange traded. Loans and certain other forms of direct indebtedness may not be considered “securities” under the federal securities laws, and therefore purchasers of such instruments (such as a Portfolio) may not be entitled to the protections against fraud and misrepresentation contained in the federal securities laws. In the absence of definitive regulatory guidance, a Portfolio relies on the Adviser’s or a Sub-Adviser’s research in an attempt to avoid situations where fraud and misrepresentation could adversely affect a Portfolio

Fees and Expenses.    A Portfolio may be required to pay and may receive various commissions and fees in the process of purchasing, holding and selling loans. The fee component may include any, or a combination of, the following elements: assignment fees, arrangement fees, nonuse fees, facility fees, letter of credit fees, and ticking fees. Arrangement fees are paid at the commencement of a loan as compensation for the initiation of the transaction. A non-use fee is paid based upon the amount committed but not used under the loan. Facility fees are on-going annual fees paid in connection with a loan. Letter of credit fees are paid if a loan involves a letter of credit. Ticking fees are paid from the initial commitment indication until loan closing if for an extended period. The amount of fees is negotiated at the time of closing. In addition, a Portfolio may incur expenses associated with researching and analyzing potential loan investments, including legal fees.

Leveraged Buy-Out Transactions.    Loans purchased by a Portfolio may represent interests in loans made to finance highly leveraged corporate acquisitions, known as “leveraged buy-out” transactions, leveraged recapitalization loans and other types of acquisition financing. The highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in economic or market conditions.

Obligations to Make Future Advances.    Certain of the loans and other direct indebtedness acquired by a Portfolio may involve unfunded commitments of the lenders or revolving credit facilities under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, a Portfolio would have an obligation to advance its portion of such additional borrowings upon the terms specified in the loan documentation. Such an obligation may have the effect of requiring a Portfolio to increase its investment in a company at a time when a Portfolio might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid).

Master Limited Partnerships.    Master limited partnerships (“MLPs”) are limited partnerships (or similar entities, such as limited liability companies) in which the ownership units (e.g., limited partnership interests) are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or

 

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in the OTC market. Many MLPs operate in oil and gas related businesses, including energy processing and distribution. Many MLPs are pass-through entities that generally are taxed at the unitholder level and are not subject to federal or state income tax at the entity level. Annual income, gains, losses, deductions and credits of such an MLP pass through directly to its unitholders. Distributions from an MLP may consist in part of a return of capital. Generally, an MLP is operated under the supervision of one or more general partners. Limited partners are not involved in the day-to-day management of an MLP. Investing in MLPs involves certain risks related to investing in their underlying assets and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. The risks of investing in an MLP are generally those inherent in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is different than state law governing corporations. Accordingly, there may be fewer protections afforded investors in an MLP than investors in a corporation. For example, although unitholders of an MLP are generally limited in their liability, similar to a corporation’s shareholders, creditors typically have the right to seek the return of distributions made to unitholders if the liability in question arose before the distributions were paid. This liability may stay attached to a unitholder even after it sells its units.

Mortgage-Backed or Mortgage-Related Securities.    Mortgage-related securities (i.e., mortgage-backed securities) (“MBS”) represent direct or indirect participations in, or are secured by and payable from, pools of mortgage loans. Those securities may be guaranteed by a U.S. Government agency or instrumentality (such as the Government National Mortgage Association, or “Ginnie Mae”); issued and guaranteed by a government-sponsored stockholder-owned corporation, though not backed by the full faith and credit of the United States (such as by the Federal National Mortgage Association, or “Fannie Mae”, or the Federal Home Loan Mortgage Corporation, or “Freddie Mac” (collectively, the “GSEs”), and described in greater detail below); or issued by fully private issuers. Private issuers are generally originators of and investors in mortgage loans and include savings associations, mortgage bankers, commercial banks, investment bankers, and special purpose entities. Private MBS may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers.

Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include Fannie Mae and Freddie Mac. Fannie Mae is a government-sponsored corporation owned by stockholders. It is subject to general regulation by the Federal Housing Finance Authority (“FHFA”). Fannie Mae purchases residential mortgages from a list of approved seller/servicers that include state and federally chartered savings and loan associations, mutual savings banks, commercial banks, credit unions and mortgage bankers. Fannie Mae guarantees the timely payment of principal and interest on pass-through securities that it issues, but those securities are not backed by the full faith and credit of the U.S. Government.

Freddie Mac is a government-sponsored corporation owned by stockholders. Freddie Mac issues Participation Certificates (“PCs”), which represent interests in mortgages from Freddie Mac’s national portfolio. Freddie Mac guarantees the timely payment of interest and ultimate collection of principal on the PCs it issues, but those PCs are not backed by the full faith and credit of the U.S. Government.

Fannie Mae and Freddie Mac also securitize reperforming loans (“RPLs”), which are loans that have previously been delinquent but are current at the time they are securitized. For example, in Fannie Mae’s case, the RPLs are single-family, fixed rate reperforming loans that generally were previously placed in a mortgage backed securities trust guaranteed by Fannie Mae, purchased from the trust by Fannie Mae and held as a distressed asset after four or more months of delinquency, and subsequently became current (i.e., performing) again. Such RPLs may have exited delinquency through efforts at reducing defaults (e.g., loan modification). In selecting RPLs for securitization, Fannie Mae follows certain criteria related to the length of time the loan has

 

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been performing, the type of loan (single family, fixed rate), and the status of the loan as first lien, among other things. Fannie Mae may include different loan structures and modification programs in the future.

The U.S. Treasury historically had the authority to purchase obligations of Fannie Mae and Freddie Mac. However, in 2008, due to capitalization concerns, Congress provided the U.S. Treasury with additional authority to lend the GSEs emergency funds and to purchase their stock. In September 2008, those capital concerns led the U.S. Treasury and the FHFA to announce that the GSEs had been placed in conservatorship. Since that time, the GSEs have received significant capital support through U.S. Treasury preferred stock purchases as well as U.S. Treasury and Federal Reserve purchases of their MBS. While the MBS purchase programs ended in 2010, the U.S. Treasury announced in December 2009 that it would continue its support for the entities’ capital as necessary to prevent a negative net worth. However, no assurance can be given that the Federal Reserve, U.S. Treasury, or FHFA initiatives will ensure that the GSEs will remain successful in meeting their obligations with respect to the debt and MBS they issue into the future.

In 2012, the FHFA initiated a strategic plan to develop a program related to credit risk transfers intended to reduce Fannie Mae’s and Freddie Mac’s overall risk through the creation of credit risk transfer assets (“CRTs”). CRTs come in two primary series: Structured Agency Credit Risk (“STACRs”) for Freddie Mac and Connecticut Avenue Securities (“CAS”) for Fannie Mae, although other series may be developed in the future. CRTs are typically structured as unsecured general obligations of either entity guaranteed by a government-sponsored stockholder-owned corporation, though not backed by the full faith and credit of the United States (such as by GSEs or special purpose entities), and their cash flows are based on the performance of a pool of reference loans. Unlike traditional residential MBS securities, bond payments typically do not come directly from the underlying mortgages. Instead, the GSEs either make the payments to CRT investors, or the GSEs make certain payments to the special purpose entities and the special purpose entities make payments to the investors. The risks associated with these investments are different than the risks associated with an investment in mortgage-backed securities issued by GSEs or a private issuer. For example, in certain structures, the special purpose entities make payments to the GSEs upon the occurrence of credit events with respect to the underlying mortgages, and the obligation of the special purpose entity to make such payments to the GSE is senior to the obligation of the special purpose entity to make payments to the CRT investors. CRTs are typically floating rate securities and may have multiple tranches with losses first allocated to the most junior or subordinate tranche. This structure results in increased sensitivity to dramatic housing downturns, especially for the subordinate tranches. In the event of a default on the obligations to noteholders, noteholders have no recourse to the underlying mortgage loans. In addition, some or all of the mortgage default risk associated with the underlying mortgage loans is transferred to noteholders. As a result, there can be no assurance that losses will not occur on an investment in GSE credit risk transfer securities and Portfolios investing in these instruments may be exposed to the risk of loss on their investment. In addition, these investments are subject to prepayment risk. Many CRTs also have collateral performance triggers (e.g., based on credit enhancement, delinquencies or defaults, etc.) that could shut off principal payments to subordinate tranches. Generally, GSEs have the ability to call all of the CRT tranches at par in 10 years.

There remains significant uncertainty as to whether (or when) Fannie Mae and Freddie Mac will emerge from conservatorship, which has no specified termination date. Fannie Mae and Freddie Mac also are the subject of several continuing class action lawsuits and investigations by federal regulators, which (along with any resulting financial restatements) may adversely affect the guaranteeing entities. In addition, the future of Fannie Mae and Freddie Mac is in question as Congress may consider reforms of Fannie Mae and Freddie Mac, which could address their structure, mission, portfolio limits and guarantee fees, among other issues. The potential impact of these developments is unclear, but they could cause a Portfolio to lose money.

In late 2020, the FHFA issued a new capital rule requiring Fannie Mae and Freddie Mac to hold $283 billion in unadjusted total capital as of June 30, 2020, based on their assets at the time. In January 2021, the FHFA and the U.S. Treasury agreed to amend the preferred stock purchase agreements for the shares in the Fannie Mae and Freddie Mac that the federal government continues to hold. The amendments permit Fannie Mae and Freddie Mac to retain all earnings until they have reached the requirements set by the 2020 capital rule.

 

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On June 3, 2019, under the FHFA’s “Single Security Initiative,” Fannie Mae and Freddie Mac ceased issuing their own mortgage-based securities and started issuing uniform mortgage-backed securities (“UMBS”). The Single Security Initiative seeks to align the characteristics of certain Fannie Mae and Freddie Mac mortgage-based securities and to support the overall liquidity in certain markets. Each UMBS will have a 55-day remittance cycle and can be used as collateral in either a Fannie Mae or Freddie Mac security or held for investment. In addition, investors may be approached to convert existing mortgage-backed securities into UMBS, possibly with an inducement fee being offered to holders of Freddie Mac mortgage-backed securities. The effects that the Single Security Initiative may have on the market and other mortgage-backed securities are uncertain.

Unlike MBS issued or guaranteed by the U.S. Government or one of the GSEs, MBS issued by private issuers do not have a government or GSE guarantee. Private issuers may purchase various forms of private insurance or guarantees, including individual loan, title, pool and hazard insurance, to support the timely payment of principal and interest of the underlying mortgage loans. However, there can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. In addition, privately issued MBS are not traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, private MBS may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.

The value of MBS may change due to shifts in the market’s perception of issuers and changes in interest rates. In addition, statutory and/or regulatory tax and/or other changes may adversely affect the mortgage securities market as a whole. Privately issued MBS may offer higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. MBS have yield and maturity characteristics corresponding to the underlying assets. Certain MBS may include securities backed by pools of mortgage loans made to borrowers with blemished credit histories (“subprime” loans). The underwriting standards for subprime loans may be lower and more flexible than the standards generally used by lenders for borrowers with non-blemished credit histories with respect to the borrower’s credit standing and repayment history. The risk of non-payment is greater for MBS that are backed by mortgage pools that contain subprime loans, but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic downturn, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages. Unlike traditional debt securities, which may pay a fixed rate of interest until maturity, when the entire principal amount comes due, payments on certain MBS include both interest and a partial repayment of principal. Besides the scheduled repayment of principal, repayments of principal may result from the voluntary prepayment, refinancing, or foreclosure of the underlying mortgage loans.

MBS are subject to prepayment risk. Prepayment, which occurs when unscheduled or early payments are made on the underlying mortgages, may shorten the effective maturities of these securities and may lower their returns. If property owners make unscheduled prepayments of their mortgage loans, these prepayments will result in early payment of the applicable MBS. In that event, the Portfolios may be unable to invest the proceeds from the early payment of the MBS in an investment that provides as high a yield as the MBS. Consequently, early payment associated with MBS may cause these securities to experience significantly greater price and yield volatility than that experienced by traditional fixed-income securities. The occurrence of mortgage prepayments is affected by factors including the level of interest rates, general economic conditions, the location and age of the mortgage and other social and demographic conditions. During periods of falling interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of MBS. During periods of rising interest rates, the rate of mortgage prepayments usually decreases, thereby tending to increase the life of MBS. Since the value of long-term securities generally fluctuates more widely in response to changes in interest rates than that of shorter-term securities, maturity extension could increase the inherent volatility of a Portfolio. This is known as extension risk. If the life of a MBS is inaccurately predicted, a Portfolio may not be able to realize the rate of return it expected. Under

 

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certain interest rate and prepayment scenarios, a Portfolio may fail to recoup fully its investment in MBS notwithstanding any direct or indirect governmental or agency guarantee.

MBS are less effective than other types of securities as a means of “locking in” attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments resulting from declines in interest rates. Prepayments may cause losses on securities purchased at a premium. At times, some of the MBS in which a Portfolio may invest will have higher than market interest rates and, therefore, will be purchased at a premium above their par value. Unscheduled prepayments, which are made at par, will cause a Portfolio to experience a loss equal to any unamortized premium.

A Portfolio may invest in CMOs and stripped MBS that represent a participation in, or are secured by, mortgage loans. Some MBS, such as CMOs, make payments of both principal and interest at a variety of intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond). MBS are based on different types of mortgages including those on commercial real estate or residential properties.

CMOs may be issued by a U.S. Government agency or instrumentality or by a private issuer. Although payment of the principal of, and interest on, the underlying collateral securing privately issued CMOs may be guaranteed by the U.S. Government or its agencies or instrumentalities, these CMOs represent obligations solely of the private issuer and are not insured or guaranteed by the U.S. Government, its agencies or instrumentalities or any other person or entity. Prepayments could cause early retirement of CMOs. CMOs are designed to reduce the risk of prepayment for investors by issuing multiple classes of securities (or “tranches”), each having different maturities, interest rates and payment schedules, and with the principal and interest on the underlying mortgages allocated among the several classes in various ways. Payment of interest or principal on some classes or series of CMOs may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying mortgages. CMOs of different classes or series are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. If enough mortgages are repaid ahead of schedule, the classes or series of a CMO with the earliest maturities generally will be retired prior to their maturities. Thus, the early retirement of particular classes or series of a CMO held by a Portfolio would have the same effect as the prepayment of mortgages underlying other MBS. Conversely, slower than anticipated prepayments can extend the effective maturities of CMOs, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of a Portfolio that invests in CMOs.

Stripped MBS are created when a U.S. Government agency or a financial institution separates the interest and principal components of a MBS and sells them as individual securities. The securities may be issued by agencies or instrumentalities of the U.S. Government and private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing. Stripped MBS are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The holder of the “principal-only” security (“PO”) receives the principal payments made by the underlying MBS, while the holder of the “interest-only” security (“IO”) receives interest payments from the same underlying security. The Portfolios may invest in both the IO class and the PO class. The prices of stripped MBS may be particularly affected by changes in interest rates. The yield to maturity on an IO class of stripped MBS is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. As interest rates fall, prepayment rates tend to increase, which tends to reduce prices of IOs and increase prices of POs. Rising interest rates can have the opposite effect.

Prepayments may also result in losses on stripped MBS. A rapid rate of principal prepayments may have a measurable adverse effect on a Portfolio’s yield to maturity to the extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, a Portfolio may fail to recoup fully its initial investments in these securities. Conversely, POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped MBS may be more volatile and less liquid than that for other MBS, potentially limiting a Portfolio’s ability to buy or sell those securities at any particular time.

 

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As CMOs have evolved, some classes of CMO bonds have become more common. For example, the Portfolios may invest in parallel-pay and planned amortization class (“PAC”) CMOs and multi-class pass through certificates. Parallel-pay CMOs and multi-class pass-through certificates are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which, as with other CMO and multi-class pass-through structures, must be retired by its stated maturity date or final distribution date but may be retired earlier. PACs generally require payments of a specified amount of principal on each payment date. PACs are parallel-pay CMOs with the required principal amount on such securities having the highest priority after interest has been paid to all classes. Any CMO or multi-class pass through structure that includes PAC securities must also have support tranches—known as support bonds, companion bonds or non-PAC bonds—which lend or absorb principal cash flows to allow the PAC securities to maintain their stated maturities and final distribution dates within a range of actual prepayment experience. These support tranches are subject to a higher level of maturity risk compared to other mortgage-related securities, and usually provide a higher yield to compensate investors. If principal cash flows are received in amounts outside a pre-determined range such that the support bonds cannot lend or absorb sufficient cash flows to the PAC securities as intended, the PAC securities are subject to heightened maturity risk. Consistent with a Portfolio’s investment objectives and policies, the Portfolio may invest in various tranches of CMO bonds, including support bonds.

A Portfolio may also invest in directly placed mortgages including residential mortgages, multifamily mortgages, mortgages on cooperative apartment buildings, commercial mortgages, and sale-leasebacks. These investments are backed by assets such as office buildings, shopping centers, retail stores, warehouses, apartment buildings and single-family dwellings. In the event that a Portfolio forecloses on any non-performing mortgage, it could end up acquiring a direct interest in the underlying real property and the Portfolio would then be subject to the risks generally associated with the ownership of real property. There may be fluctuations in the market value of the foreclosed property and its occupancy rates, rent schedules and operating expenses. Investment in direct mortgages involve many of the same risks as investments in mortgage-related securities. There may also be adverse changes in local, regional or general economic conditions, deterioration of the real estate market and the financial circumstances of tenants and sellers, unfavorable changes in zoning, building, environmental and other laws, increased real property taxes, rising interest rates, reduced availability and increased cost of mortgage borrowings, the need for anticipated renovations, unexpected increases in the cost of energy, environmental factors, acts of God and other factors which are beyond the control of a Portfolio, the Adviser or a Sub-Adviser. Hazardous or toxic substances may be present on, at or under the mortgaged property and adversely affect the value of the property. In addition, the owners of the property containing such substances may be held responsible, under various laws, for containing, monitoring, removing or cleaning up such substances. The presence of such substances may also provide a basis for other claims by third parties. Costs of clean-up or of liabilities to third parties may exceed the value of the property. In addition, these risks may be uninsurable. In light of these and similar risks, it may be impossible to dispose profitably of properties in foreclosure.

Mortgage Dollar Rolls.    A Portfolio may enter into mortgage dollar rolls in which a Portfolio sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date at a pre-determined price. During the roll period, a Portfolio loses the right to receive principal (including prepayments of principal) and interest paid on the securities sold. However, the Portfolio would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) or fee income plus the interest earned on the cash proceeds of the securities sold until the settlement date of the forward purchase. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of a Portfolio compared with what such performance would have been without the use of mortgage dollar rolls. Accordingly, the benefits derived from the use of mortgage dollar rolls depend upon the Adviser’s or a Sub-Adviser’s ability to manage mortgage prepayments. There is no assurance that mortgage dollar rolls can be successfully employed. A “dollar roll” transaction can be viewed as a collateralized borrowing in which a Portfolio pledges a mortgage-related security

 

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to a dealer to obtain cash. However, in a “dollar roll” transaction, the dealer with which a Portfolio enters into a transaction is not obligated to return the same securities as those originally sold by the Portfolio, but generally only securities which are “substantially identical.” To be considered “substantially identical,” the securities returned to a Portfolio generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have a similar original stated maturity; (4) have identical net coupon rates; (5) have similar market yields (and therefore price); and (6) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 0.01% of the initial amount delivered. If the dealer files for bankruptcy or becomes insolvent, a Portfolio’s right to repurchase or sell securities may be limited. Mortgage dollar rolls may be subject to leverage risks. In addition, mortgage dollar rolls may increase interest rate risk and result in an increased portfolio turnover rate, which would increase costs and may increase a Portfolio’s realized net gains that must be distributed to its shareholders. All cash proceeds from dollar roll transactions will be invested in instruments that are permissible investments for a Portfolio. A Portfolio will maintain until the settlement date the segregation, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, of cash or other liquid securities in an amount not less than the forward purchase price. For more information about these practices, see the “Derivatives” section. Because dollar roll transactions may be for terms ranging between one and six months, dollar roll transactions may be deemed “illiquid” and subject to the risks of investing in illiquid securities as well as to a Portfolio’s overall limitations on investments in illiquid securities.

Municipal Securities.    A Portfolio may invest in municipal securities (“municipals”), including residual interest bonds, which are debt obligations issued by local, state and regional governments that provide interest income that is excludable from gross income for federal income tax purposes (“excludable interest”). Municipals include both municipal bonds (those securities with maturities of five years or more) and municipal notes (those with maturities of less than five years). Municipal bonds are issued for a wide variety of reasons, including: to construct public facilities, such as airports, highways, bridges, schools, hospitals, mass transportation, streets, water and sewer works; to obtain funds for operating expenses; to refund outstanding municipal obligations; and to loan funds to various public institutions and facilities. Certain private activity bonds (“PABs”) are also considered municipals if the interest thereon is excludable interest (even though that interest may be an item of tax preference for purposes of the federal alternative minimum tax). PABs are issued by or on behalf of public authorities to obtain funds for various privately operated manufacturing facilities, housing, sports arenas, convention centers, airports, mass transportation systems and water, gas or sewer works. PABs are ordinarily dependent on the credit quality of a private user, not the public issuer.

The value of municipal securities can be affected by changes in the actual or perceived credit quality of the issuer, which can be affected by, among other things, the financial condition of the issuer, the issuer’s future borrowing plans and sources of revenue, the economic feasibility of the revenue bond project or general borrowing purpose, and political or economic developments in the region where the instrument is issued. Local and national market forces — such as declines in real estate prices or general business activity — shifting demographics or political gridlock may result in decreasing tax bases, growing entitlement budgets, and increasing construction and/or maintenance costs and could reduce the ability of certain issuers of municipal securities to repay their obligations. Those obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. Congress or state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. Budgetary constraints may cause municipal securities to be more susceptible to downgrade, default and bankruptcy. In addition, difficulties in the municipal securities markets could result in increased illiquidity, volatility and credit risk, and a decrease in the number of municipal securities investment opportunities. There is also the possibility that as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal securities may be materially affected or their obligations may be found to be invalid or unenforceable. These and other factors may adversely affect the value of a Portfolio’s investments in municipal securities.

The perceived increased likelihood of default among issuers of municipal securities has resulted in constrained liquidity, increased price volatility and credit downgrades of issuers of municipal securities.

 

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Certain issuers of municipal securities have also been unable to obtain additional financing through, or must pay higher interest rates on, new issues, which may reduce revenues available for issuers of municipal securities to pay existing obligations. In addition, the lack of disclosure rules in this area can make it difficult for investors to obtain reliable information on the obligations underlying municipal securities. Adverse developments in the municipal securities market may negatively affect the value of all or a substantial portion of a Portfolio’s holdings in municipal securities.

Options and Futures Transactions.    A Portfolio may buy and sell futures and options contracts for any number of reasons, including: to manage its exposure to changes in securities prices and foreign currencies; as an efficient means of adjusting its overall exposure to certain markets; in an effort to enhance income; to protect the value of portfolio securities and to adjust the duration of fixed income investments. A Portfolio may purchase, sell, or write call and put options and futures contracts on securities, financial indices, and foreign currencies and options on futures contracts.

The risk of loss in trading futures contracts can be substantial because of the low margin deposits required and the extremely high degree of leveraging involved in futures trading. As a result, a relatively small price movement in a futures contract may cause an immediate and substantial loss or gain. The primary risks associated with the use of futures contracts and options are: (i) imperfect correlation between the change in market value of the stocks held by a Portfolio and the prices of futures contracts and options; and (ii) possible lack of a liquid secondary market for a futures contract or an option and the resulting inability to close a futures position or option prior to its maturity date. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and futures options on securities, including technical influences in futures trading and futures options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers.

Following is a description of specific Options and Futures Transactions. For information concerning the risks associated with utilizing options, futures contracts, and forward foreign currency exchange contracts, please see “Risks of Transactions in Options, Futures Contracts and Forward Currency Contracts.”

Futures Transactions.    Futures contracts (a potentially high-risk investment) enable a Portfolio to buy or sell an asset in the future at an agreed upon price. A futures contract is a bilateral agreement to buy or sell a security or other commodity (or deliver a cash settlement price, in the case of a contract relating to a rate or an index or otherwise not calling for physical delivery at the end of trading in the contracts) for a set price in the future. Futures contracts are listed for trading by boards of trade that have been designated “contracts markets” by the CFTC.

No purchase price is paid or received when the contract is entered into. Instead, a Portfolio upon entering into a futures contract (and to maintain the Portfolio’s open positions in futures contracts) would be required to designate the segregation, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, in the name of the futures broker an amount of cash, United States Government securities, suitable money market instruments, or liquid, high-grade debt securities, known as “initial margin.” The minimum margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. An individual broker, known as a futures commission merchant (“FCM”), may require a greater amount of margin for a particular customer depending upon an assessment of creditworthiness. Futures contracts are customarily purchased and sold on margin that may range upward from less than 5% of the value of the contract being traded. By using futures contracts as a risk management technique, given the greater liquidity in the futures market than in the cash market, it may be possible to accomplish certain results more quickly and with lower transaction costs.

If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy the maintenance margin level, the FCM will issue a margin call to restore the account to the initial margin level. However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the FCM will transfer the excess to a

 

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Portfolio. These subsequent payments called “variation margin,” to and from the FCM, may be required to be made on a daily or even intraday basis as the price of the underlying assets fluctuate making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” A Portfolio expects to earn interest income on its accounts that exceeds the margin level required by the FCM. However, any such income may be limited or minimal in a low interest rate environment.

A Portfolio will incur brokerage fees when it purchases and sells futures contracts. Positions taken in the futures markets are not normally held until delivery or cash settlement is required, but are instead liquidated through offsetting transactions, which may result in a gain or a loss. While futures positions taken by a Portfolio will usually be liquidated in this manner, the Portfolio may instead make or take delivery of underlying securities whenever it appears economically advantageous for the Portfolio to do so. A clearing organization associated with the exchange on which futures are traded assumes responsibility for closing out transactions and guarantees that as between the clearing members of an exchange, the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.

Options on Futures Contracts.    A Portfolio may purchase and write exchange-traded call and put options on futures contracts of the type which the Portfolio is authorized to enter into. These options are traded on exchanges that are licensed and regulated by the CFTC for the purpose of options trading. A call option on a futures contract gives the purchaser the right, in return for the premium paid, to purchase a futures contract (assume a “long” position) at a specified exercise price at any time before the option expires. A put option gives the purchaser the right, in return for the premium paid, to sell a futures contract (assume a “short” position), for a specified exercise price, at any time before the option expires.

Options on futures contracts can be used by a Portfolio to hedge substantially the same risks as might be addressed by the direct purchase or sale of the underlying futures contracts. If a Portfolio purchases an option on a futures contract, it may obtain benefits similar to those that would result if it held the futures position itself. Purchases of options on futures contracts may present less risk in hedging than the purchase and sale of the underlying futures contracts since the potential loss is limited to the amount of the premium plus related transaction costs.

A Portfolio will write only options on futures contracts that are “covered.” A Portfolio will be considered “covered” with respect to a put option it has written if, so long as it is obligated as a writer of the put, the Portfolio segregates, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, cash or other liquid securities at all times equal to or greater than the aggregate exercise price of the puts it has written (less any related margin deposited with the futures broker). A Portfolio will be considered “covered” with respect to a call option it has written on a debt security future if, so long as it is obligated as a writer of the call, the Portfolio owns a security deliverable under the futures contract. A Portfolio will be considered “covered” with respect to a call option it has written on a securities index future if the Portfolio owns, so long as the Portfolio is obligated as the writer of the call, a portfolio of securities the price changes of which are, in the opinion of its Adviser or Sub-Adviser, expected to replicate substantially the movement of the index upon which the futures contract is based. For more information on asset segregation and coverage practices, see the “Derivatives” section.

Upon the exercise of a call option, the writer of the option is obligated to sell the futures contract (to deliver a “long” position to the option holder) at the option exercise price, which will presumably be lower than the current market price of the contract in the futures market. Upon exercise of a put, the writer of the option is obligated to purchase the futures contract (deliver a “short” position to the option holder) at the option exercise price which will presumably be higher than the current market price of the contract in the futures market. When the holder of an option exercises it and assumes a long futures position, in the case of a call, or a short futures position, in the case of a put, its gain will be credited to its futures margin account, while the loss suffered by the writer of the option will be debited to its account and must be immediately paid by the writer. However, as with the trading of futures, most participants in the options markets do not seek to realize their gains or losses by exercise of their option rights. Instead, the holder of an option will usually realize a gain or loss by buying or selling an offsetting option at a market price that will reflect an increase or a decrease from the premium originally paid.

 

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If a Portfolio writes options on futures contracts, the Portfolio will receive a premium but will assume a risk of adverse movement in the price of the underlying futures contract comparable to that involved in holding a futures position. If the option is not exercised, a Portfolio will realize a gain in the amount of the premium, which may partially offset unfavorable changes in the value of securities held in or to be acquired for the Portfolio. If the option is exercised, a Portfolio will incur a loss in the option transaction, which will be reduced by the amount of the premium it has received, but which will offset any favorable changes in the value of its portfolio securities or, in the case of a put, lower prices of securities it intends to acquire.

Options Transactions.    A Portfolio may also write and purchase put and call options. An option (another potentially high-risk security) is a contract that gives the holder of the option, in return for a premium, the right, but not the obligation, to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the asset underlying the option at a predetermined price, often at any time during the term of the option for American options or only at expiration for European options. (The writer of a put or call option would be obligated to buy or sell the underlying asset at a predetermined price during the term of the option.) A Portfolio will write put and call options only if such options are considered to be “covered,” except as described below. A call option on a security is covered, for example, when the writer of the call option owns throughout the option period the security on which the option is written (or a security convertible into such a security without the payment of additional consideration). A put option on a security is covered, for example, when the writer of the put maintains throughout the option period the segregation, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, of cash or other liquid assets in an amount equal to or greater than the exercise price of the put option. For more information on asset segregation and coverage practices, see the “Derivatives” section.

A Portfolio will not commit more than 5% of its total assets to premiums when purchasing call or put options. In addition, the total market value of securities against which a Portfolio has written call or put options generally will not exceed 25% of its total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to securities that incorporate features similar to options.

Writing Call Options.    A call option is a contract which gives the purchaser of the option (in return for a premium paid) the right to buy, and the writer of the option (in return for a premium received) the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the option, regardless of the market price of the security during the option period. If a Portfolio writes a call option, it will “cover” the position as required by the 1940 Act. A Portfolio may “cover” a call option by segregating, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, cash or liquid assets having a current market value, marked to market daily, at least equal to that of the security underlying the written option, or by owning the security underlying the written option (or a security convertible into such security without additional consideration) throughout the option period. For more information on asset segregation and coverage practices, see the “Derivatives” section.

The writing of a call option on a futures contract constitutes a partial hedge against declining prices of the underlying securities. If the futures price at expiration is below the exercise price, a Portfolio will retain the full amount of the option premium, which provides a partial hedge against any decline that may have occurred in the value of the Portfolio’s holdings of securities. The writing of a put option on a futures contract is analogous to the purchase of a futures contract in that it hedges against an increase in the price of securities a Portfolio intends to acquire. However, the hedge is limited to the amount of premium received for writing the put.

A Portfolio will write covered call options both to reduce the risks associated with certain of its investments and to increase total investment return through the receipt of premiums. In return for the premium income, a Portfolio will give up the opportunity to profit from an increase in the market price of the underlying security above the exercise price so long as its obligations under the contract continue, except insofar as the premium represents a profit. Moreover, in writing the call option, a Portfolio will retain the risk of loss should the price of the security decline. The premium is intended to offset that loss in whole or in part.

 

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Unlike the situation in which a Portfolio owns securities not subject to a call option, the Portfolio, in writing call options, must assume that the call may be exercised at any time prior to the expiration of its obligation as a writer, and that in such circumstances the net proceeds realized from the sale of the underlying securities pursuant to the call may be substantially below the prevailing market price.

When a Portfolio writes a call option, an amount equal to the premium received by the Portfolio is included in the Portfolio’s financial statements as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. When an option expires on its stipulated expiration date or a Portfolio enters into a closing purchase or sale transaction, the Portfolio realizes a gain (or loss) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. When an option is exercised, a Portfolio realizes a gain or loss from the sale of the underlying security, and the proceeds of sale are increased by the premium originally received, or reduced by the price paid for the option.

A Portfolio may terminate its obligation under an option it has written by buying an identical option. Such a transaction is called a “closing purchase transaction.” A Portfolio will realize a gain or loss from a closing purchase transaction if the amount paid to purchase a call option is less or more than the amount received from the sale of the corresponding call option. Also, because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from the exercise or closing out of a call option is likely to be offset in whole or part by unrealized appreciation of the underlying security owned by a Portfolio. When an underlying security is sold from a Portfolio’s securities portfolio, the Portfolio will effect a closing purchase transaction so as to close out any existing covered call option on that underlying security.

Writing Put Options.    The writer of a put option becomes obligated to purchase the underlying security at a specified price during the option period if the buyer elects to exercise the option before its expiration date. If a Portfolio writes a put option, it will “cover” the position as required by the 1940 Act. A Portfolio may “cover” a put option by, for example, maintaining the segregation, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, of cash or other liquid assets having a value equal to or greater than the exercise price of the option. For more information on asset segregation and coverage practices, see the “Derivatives” section.

A Portfolio may write put options either to earn additional income in the form of option premiums (anticipating that the price of the underlying security will remain stable or rise during the option period and the option will therefore not be exercised) or to acquire the underlying security at a net cost below the current value (e.g., the option is exercised because of a decline in the price of the underlying security, but the amount paid by the Portfolio, offset by the option premium, is less than the current price). The risk of either strategy is that the price of the underlying security may decline by an amount greater than the premium received. The premium which a Portfolio receives from writing a put option will reflect, among other things, the current market price of the underlying security, the relationship of the exercise price to that market price, the historical price volatility of the underlying security, the option period, supply and demand and interest rates.

A Portfolio may effect a closing purchase transaction to realize a profit on an outstanding put option or to prevent an outstanding put option from being exercised.

Purchasing Put and Call Options.    A Portfolio may purchase put options on securities to increase the Portfolio’s total investment return or to protect its holdings against a substantial decline in market value. The purchase of put options on securities will enable a Portfolio to preserve, at least partially, unrealized gains in an appreciated security in its portfolio without actually selling the security. In addition, a Portfolio will continue to receive interest or dividend income on the security. A Portfolio may also purchase call options on securities to protect against substantial increases in prices of securities that a Portfolio intends to purchase pending their ability to invest in an orderly manner in those securities. A Portfolio may sell put or call options they have previously purchased, which could result in a net gain or loss depending on whether the amount

 

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received on the sale is more or less than the premium and other transaction costs paid on the put or call option which was bought.

Interest Rate Futures Contracts. Interest rate futures contracts are exchange-traded contracts for which the underlying reference asset is an interest-bearing fixed-income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures contracts and Eurodollar futures contracts. The underlying reference asset for a U.S. Treasury futures contract is a U.S. Treasury security. The underlying reference asset for a Eurodollar futures contract, as of the date of this SAI, is LIBOR; Eurodollar futures contracts enable the purchaser to obtain a fixed rate for the lending of funds over a stated period of time and the seller to obtain a fixed rate for a borrowing of funds over that same period. To the extent the reference rate is based on LIBOR, a Portfolio will be exposed to additional risk. See the “LIBOR Rate Risk” section for additional information on the phasing out of LIBOR.

Interest rate futures contracts may be purchased or sold for hedging purposes to attempt to protect against the effects of interest rate changes on a Portfolio’s current or intended investments in fixed-income securities. For example, if a Portfolio owned long-term bonds and interest rates were expected to increase, the Portfolio might sell interest rate futures contracts. Such a sale would have much the same effect as selling some of the long-term bonds in the Portfolio’s portfolio. However, since the market for interest rate futures contracts may generally be more liquid than the cash market for individual bonds, the use of interest rate futures contracts as a hedging technique allows the Portfolio to hedge its interest rate risk without having to sell its portfolio securities. If interest rates were to increase, the value of the debt securities in the portfolio would decline, but the value of the Portfolio’s interest rate futures contracts would be expected to increase at approximately the same rate, thereby keeping the net asset value, or NAV, of the Portfolio from declining as much as it otherwise would have. On the other hand, if interest rates were expected to decline, interest rate futures contracts could be purchased to hedge in anticipation of subsequent purchases of long-term bonds at higher prices. Because the fluctuations in the value of the interest rate futures contracts should be similar to those of long-term bonds, the Portfolio could protect itself against the effects of the anticipated rise in the value of long-term bonds without actually buying them until the necessary cash becomes available or the market has stabilized. At that time, the interest rate futures contracts could be liquidated and the Portfolio’s cash reserves could then be used to buy long-term bonds on the cash market.

Securities Index Futures Contracts.    A securities index futures contract is a contract to buy a certain number of units of the relevant index at a specified future date at a price agreed upon when the contract is made. A unit is the value at a given time of the relevant index. Purchases or sales of securities index futures contracts may be used in an attempt to increase a Portfolio’s total investment return or to protect a Portfolio’s current or intended investments from broad fluctuations in securities prices. Additionally, through the use of index futures, a Portfolio may maintain a pool of assets with diversified risk without incurring the substantial brokerage costs that may be associated with investment in multiple issuers. This may permit a Portfolio to avoid potential market and liquidity problems (e.g., driving up or forcing down the price by quickly purchasing or selling shares of a Portfolio security) that may result from increases or decreases in positions already held by a Portfolio. A securities index futures contract does not require the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract’s expiration date, a final cash settlement occurs and the futures positions are simply closed out. Changes in the market value of a particular index futures contract reflect changes in the specified index of securities on which the future is based.

By establishing an appropriate “short” position in index futures, a Portfolio may also seek to protect the value of its portfolio against an overall decline in the market for such securities. Alternatively, in anticipation of a generally rising market, a Portfolio can seek to avoid losing the benefit of apparently low current prices by establishing a “long” position in securities index futures and later liquidating that position as particular securities are in fact acquired. To the extent that these hedging strategies are successful, a Portfolio will be affected to a lesser degree by adverse overall market price movements than would otherwise be the case.

A broad-based security index will generally have at least ten component issues, while a narrow-based security index will generally have nine or fewer. Futures contracts on a broad-based security index are subject

 

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to exclusive regulatory jurisdiction of the CFTC, while futures contracts on a narrow-based security index are a class of “security futures” subject to joint SEC-CFTC jurisdiction.

Securities Index Options.    A Portfolio may write covered put and call options and purchase call and put options on securities indices for the purpose of increasing the Portfolio’s total investment return or hedging against the risk of unfavorable price movements adversely affecting the value of a Portfolio’s securities or securities it intends to purchase. Each Portfolio writes only “covered” options. A call option on a securities index is considered covered, for example, if, so long as a Portfolio is obligated as the writer of the call, it holds securities the price changes of which are, in the opinion of a Portfolio’s Adviser or Sub-Adviser, expected to replicate substantially the movement of the index or indices upon which the options written by the Portfolio are based. A put option on a securities index written by a Portfolio will be considered covered if, so long as it is obligated as the writer of the put, the Portfolio segregates, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, cash or other liquid obligations having a value equal to or greater than the exercise price of the option. For more information on asset segregation and coverage practices, see the “Derivatives” section. Unlike a stock option, which gives the holder the right to purchase or sell a specified stock at a specified price, an option on a securities index gives the holder the right to receive a cash “exercise settlement amount” equal to the difference between the exercise price of the option and the value of the underlying stock index on the exercise date, multiplied by a fixed “index multiplier.”

Securities index options are subject to exclusive SEC jurisdiction.

A securities index fluctuates with changes in the market value of the securities so included. For example, some securities index options are based on a broad market index such as the Standard & Poor’s 500 Composite Stock Index (“S&P 500 Index”) or the NYSE Composite Index, or a narrower market index such as the S&P 100 Index (a subset of the S&P 500 Index). Indices may also be based on an industry or market segment such as the NYSE Arca Oil and Gas Index or the NASDAQ Computer Index.

Over-the-Counter Options.    A Portfolio may engage in over the counter put and call option transactions. Options traded in the OTC market may not be as actively traded as those on an exchange, so it may be more difficult to value such options. In addition, it may be difficult to enter into closing transactions with respect to such options. Such OTC options, and the securities used as “cover” for such options, may be considered illiquid securities. A Portfolio may enter into contracts (or amend existing contracts) with primary dealers with whom it writes OTC options. The contracts will provide that a Portfolio has the absolute right to repurchase an option it writes at any time at a repurchase price which represents the fair market value, as determined in good faith through negotiation between the parties, but which in no event will exceed a price determined pursuant to a formula contained in the contract. Although the specific details of the formula may vary between contracts with different primary dealers, the formula will generally be based on a multiple of the premium received by a Portfolio for writing the option, plus the amount, if any, of the option’s intrinsic value (i.e., the amount the option is “in-the-money”). The formula will also include a factor to account for the difference between the price of the security and the strike price of the option if the option is written “out-of-the-money.” Although the specific details of the formula may vary with different primary dealers, each contract will provide a formula to determine the maximum price at which a Portfolio can repurchase the option at any time. A Portfolio may be subject to the risk that firms participating in such transactions will fail to meet their obligations. Unless the parties provide for it, no central clearing or guaranty function is involved in an OTC option. As a result, if a counterparty fails to make or take delivery of the security, currency or other instrument underlying an OTC option it has entered into with a Portfolio or fails to make a cash settlement payment due in accordance with the terms of that option, the Portfolio will lose any premium it paid for the option as well as any anticipated benefit of the transaction. In instances in which a Portfolio has entered into agreements with respect to the OTC options it has written, and such agreements would enable the Portfolio to have an absolute right to repurchase at a pre-established formula price the OTC option written by it, the Portfolio would treat as illiquid only securities equal in amount to the formula price described above less the amount by which the option is “in-the-money,” i.e., the amount by which the price of the option exceeds the exercise price. Certain OTC options are considered to be swaps. For information concerning the risks associated with utilizing swaps, please see “Swaps.”

 

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Limitations on Purchase and Sale of Options, Futures Contracts and Options on Futures Contracts.    A Portfolio may invest in futures and options for hedging purposes, as well as non-hedging purposes, to the extent permitted in the Prospectuses and SAI. In instances involving the purchase of futures contracts or the writing of put options thereon by a Portfolio, an amount of cash and cash equivalents, equal to the cost of such futures contracts or options written (less any related margin deposits), will be designated either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, thereby insuring that the use of such futures contracts and options is unleveraged. In instances involving the sale of futures contracts or the writing of call options thereon by a Portfolio, the Portfolio will generally seek to, but is not required to, hold the securities underlying such futures contracts or options. In the case of index futures and related options, a Portfolio may, but is not required to, own securities the price changes of which are, in the opinion of its Adviser or Sub-Adviser, expected to replicate substantially the movement of the index upon which the futures contract or option is based. For more information on asset segregation and coverage practices, see the “Derivatives” section.

Risks of Transactions in Options, Futures Contracts and Forward Currency Contracts

Options.    A closing purchase transaction for exchange-traded options may be made only on a national securities exchange (“exchange”). There is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time, and for some options, such as OTC options, no secondary market on an exchange may exist. A liquid secondary market for particular options, whether traded OTC or on an exchange may be absent for reasons which include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an exchange on opening transactions or closing transactions or both; trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities; unusual or unforeseen circumstances may interrupt normal operations on an exchange; the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. If a Portfolio is unable to effect a closing purchase transaction, the Portfolio will not sell the underlying security until the option expires or the Portfolio delivers the underlying security upon exercise.

Options traded in the OTC market may not be as actively traded as those on an exchange. Accordingly, it may be more difficult to value such options. In addition, it may be difficult to enter into closing transactions with respect to options traded OTC. A Portfolio will engage in such transactions only with firms of sufficient credit so as to minimize these risks. Such options and the securities used as “cover” for such options may be considered illiquid securities.

The effectiveness of hedging through the purchase of securities index options will depend upon the extent to which price movements in the portion of the securities portfolio being hedged correlate with price movements in the selected securities index. Perfect correlation is not possible because the securities held or to be acquired by a Portfolio will not exactly match the composition of the securities indices on which options are written. There are a number of factors which may prevent derivatives or other strategies used by a Portfolio from achieving desired correlation (or inverse correlation) with an index. These may include, but are not limited to: (i) the impact of a Portfolio’s fees, expenses and transaction costs, including borrowing and brokerage costs/bid-ask spreads, which are not reflected in index returns; (ii) differences in the timing of daily calculations of the value of an index and the timing of the valuation of derivatives, securities and other assets held by a Portfolio and the determination of the net asset value of the Portfolio’s shares; (iii) disruptions or illiquidity in the markets for derivative instruments or securities in which a Portfolio invests; (iv) a Portfolio having exposure to or holding less than all of the securities in the underlying index and/or having exposure to or holding securities not included in the underlying index; (v) large or unexpected movements of assets into and out of a Portfolio (due to share purchases or redemptions, for example), potentially resulting in the Portfolio being over- or under-exposed to the index; (vi) the impact of accounting standards or changes thereto; (vii) changes to the applicable

 

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index that are not disseminated in advance; (viii) a possible need to conform a Portfolio’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; and (ix) fluctuations in currency exchange rates. In the purchase of securities index options the principal risk is that the premium and transaction costs paid by a Portfolio in purchasing an option will be lost if the changes (increase in the case of a call, decrease in the case of a put) in the level of the index do not exceed the cost of the option.

Futures.    The prices of futures contracts are volatile and are influenced, among other things, by actual and anticipated changes in the market and interest rates, which in turn are affected by fiscal and monetary policies and national and international political and economic events.

Most U.S. futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of futures contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.

Because of the low margin deposits required, futures trading involves an extremely high degree of leverage. As a result, a relatively small price movement in a futures contract may result in immediate and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit, if the contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. In addition, transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.

A decision of whether, when, and how to hedge involves skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of unexpected market behavior, market trends or interest rate trends. There are several risks in connection with the use by a Portfolio of futures contracts as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the prices of the underlying instruments which are the subject of the hedge. The Adviser or a Sub-Adviser will, however, attempt to reduce this risk by entering into futures contracts whose movements, in its judgment, will have a significant correlation with movements in the prices of the Portfolio’s underlying instruments sought to be hedged.

Successful use of futures contracts by a Portfolio for hedging purposes is also subject to the Adviser’s or a Sub-Adviser’s ability to correctly predict movements in the direction of the market and other economic factors. It is possible that, when a Portfolio has sold futures to hedge its portfolio against a decline in the market, the index, indices, or instruments underlying futures might advance and the value of the underlying instruments held in the Portfolio’s portfolio might decline. If this were to occur, a Portfolio would lose money on the futures and also would experience a decline in value in its underlying instruments.

Positions in futures contracts may be closed out only on an exchange or a board of trade which provides the market for such futures. Although the Portfolios, specified in the Prospectuses, intend to purchase or sell futures only on exchanges or boards of trade where there appears to be an active market, there is no guarantee that such will exist for any particular contract or at any particular time. If there is not a liquid market at a particular time, it may not be possible to close a futures position at such time, and, in the event of adverse price movements, a Portfolio would continue to be required to make daily cash payments of variation margin. If a Portfolio has insufficient cash, it may have to sell securities from its portfolio at a time when it may be disadvantageous to do so. However, in the event futures positions are used to hedge portfolio securities, the securities will not be sold until the futures positions can be liquidated. In such circumstances, an increase in the price of securities, if any, may partially or completely offset losses on the futures contracts.

 

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Foreign Options and Futures.    Participation in foreign futures and foreign options transactions involves the execution and clearing of trades on or subject to the rules of a foreign board of trade. Neither the National Futures Association nor any domestic exchange regulates activities of any foreign boards of trade, including the execution, delivery and clearing of transactions, or has the power to compel enforcement of the rules of a foreign board of trade or any applicable foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign country in which the foreign futures or foreign options transaction occurs. For these reasons, when a Portfolio trades foreign futures or foreign options contracts, it may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the CFTC’s regulations and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before the CFTC and arbitration proceedings provided by the National Futures Association or any domestic exchange. In particular, funds received from a Portfolio for foreign futures or foreign options transactions may not be provided the same protections as funds received in respect of transactions on U.S. futures exchanges. In addition, the price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon, may be affected by any variance in the foreign exchange rate between the time a Portfolio’s order is placed and the time it is liquidated, offset or exercised.

Foreign Currency Contracts.    A Portfolio may also seek to enhance returns or hedge against a change in the value of a currency through use of currency futures or currency options. Hedging against a change in the value of a currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. These hedging transactions also preclude the opportunity for gain if the value of the hedged currency should rise. Whether a currency hedge benefits a Portfolio will depend on the ability of the Adviser or a Sub-Adviser to predict future currency exchange rates.

The writing of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium received, and a Portfolio could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against fluctuations in exchange rates although, in the event of rate movements adverse to a Portfolio’s position, it may forfeit the entire amount of the premium plus related transaction costs.

Foreign government exchange controls and restrictions on repatriation of currency can negatively affect currency transactions. These forms of governmental actions can result in losses to a Portfolio if it is unable to deliver or receive currency or monies to settle obligations. Such governmental actions also could cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs.

The cost to a Portfolio of engaging in foreign currency transactions varies with such factors as the currencies involved, the length of the contract period and the prevailing market conditions. Since transactions in foreign currency exchanges usually are conducted on a principal basis, no fees or commissions are involved.

Participatory Notes.    A Portfolio may invest in participatory notes (commonly known as “P-Notes”) issued by banks or broker-dealers that are designed to replicate the performance of certain issuers and markets. Participatory notes are a type of equity-linked derivative which generally are traded over-the-counter. The performance results of participatory notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. Investments in participatory notes involve the same risks associated with a direct investment in the shares of the companies the notes seek to replicate. In addition, participatory notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues the notes will not fulfill its contractual obligation to complete the transaction with a Portfolio. Participatory notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, and a Portfolio relies on the creditworthiness of such banks or broker-dealers and has no rights under a participatory note against the issuers of the securities underlying such participatory notes. Participatory notes involve transaction costs. A Portfolio’s ability to redeem or exercise a participation note generally is dependent on the liquidity in the local trading market for the security underlying the participation note. Participatory notes may be considered illiquid and, therefore, participatory notes considered illiquid will be subject to a Portfolio’s percentage limitation on investments in illiquid securities.

 

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Preferred Stocks.    Preferred stocks have the right to receive specified dividends before the payment of dividends on common stock. Preferred stock is subject to issuer-specific and market risks applicable generally to equity securities. In addition, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of the issuer’s bonds take precedence over the claims of owners of the issuer’s preferred and common stock. For this reason, the value of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred stock of smaller companies may be more vulnerable to adverse developments than preferred stock of larger companies. If interest rates rise, the specified dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. The value of preferred stocks is sensitive to changes in interest rates and to changes in the issuer’s credit quality. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions. Cumulative preferred stock requires the issuer to pay stockholders all prior unpaid dividends before the issuer can pay dividends on common stock, whereas non-cumulative preferred stock does not require the issuer to do so. Some preferred stocks also participate in dividends paid on common stock. Preferred stocks may provide for the issuer to redeem the stock on a specified date. A Portfolio may treat such redeemable preferred stock as a fixed income security.

Precious Metals Risk.    Precious metals, such as gold and silver, generate no interest or dividends, and the return from investments in such precious metals will be derived solely from the gains and losses realized upon sale. Prices of precious metals may fluctuate, sharply or gradually, and over short or long periods of time. The prices of precious metals may be significantly affected by factors such as changes in inflation or expectations regarding inflation in various countries, the availability of supplies and demand, changes in industrial and commercial demand, developments in the precious metals mining industries, precious metals sales by governments, central banks or international institutions, investment speculation, hedging activity by producers, currency exchange rates, interest rates, and monetary and other economic policies of various governments. In addition, because the majority of the world’s supply of gold and silver is concentrated in a few countries, such investments may be particularly susceptible to political, economic and environmental conditions and events in those countries.

Private Investments in Public Equity (PIPEs).    A Portfolio may invest in securities issued in private investments in public equity transactions, commonly referred to as “PIPEs.” A PIPE investment involves the sale of equity securities, or securities convertible into equity securities, in a private placement transaction by an issuer that already has outstanding, publicly traded equity securities of the same class. Shares acquired in PIPEs are commonly sold at a discount to the current market value per share of the issuer’s publicly traded securities.

Securities acquired in PIPEs generally are not registered with the SEC until after a certain period of time from the date the private sale is completed, which may be months and perhaps longer. PIPEs may contain provisions that require the issuer to pay penalties to the holder if the securities are not registered within a specified period. Until the public registration process is completed, securities acquired in PIPEs are restricted and, like investments in other types of restricted securities, may be illiquid. Any number of factors may prevent or delay a proposed registration. Prior to or in the absence of registration, it may be possible for securities acquired in PIPEs to be resold in transactions exempt from registration under the 1933 Act. There is no guarantee, however, that an active trading market for such securities will exist at the time of disposition, and the lack of such a market could hurt the market value of a Portfolio’s investments. Even if the securities acquired in PIPEs become registered, or a Portfolio is able to sell the securities through an exempt transaction, a Portfolio may not be able to sell all the securities it holds on short notice and the sale could impact the market price of the securities. See “Illiquid Securities or Non-Publicly Traded Securities” for risks related to restricted securities.

Real Estate Industry Investing.    Investments in securities of issuers engaged in the real estate industry entail special risks and considerations. In particular, securities of such issuers may be subject to risks associated with the direct ownership of real estate. These risks include: the cyclical nature of real estate values, including the decline in the value of real estate, risks related to general and local economic conditions, overbuilding and increased

 

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competition, increases in property taxes and operating expenses, demographic trends and variations in rental income, changes in zoning laws, casualty or condemnation losses, environmental risks, regulatory limitations on rents, changes in neighborhood values, changes in the appeal of properties to tenants, increases in interest rates and other real estate capital market influences. To the extent that assets underlying a Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to certain of the foregoing risks to a greater extent. Generally, increases in interest rates will increase the costs of obtaining financing, which could directly and indirectly decrease the value of a Portfolio’s investments.

Real Estate Investment Trusts.    A Portfolio may invest in real estate investment trusts (“REITs”). REITs pool investors’ funds for investment primarily in income-producing real estate or real estate related loans or interests. REITs may concentrate their investments in specific geographic areas or in specific property types, i.e., hotels, shopping malls, residential complexes and office buildings. A REIT is not taxed on net income and net realized gains that it distributes to its owners if it complies with statutory and regulatory federal income tax requirements relating to its management, organization, ownership, assets and income and with a statutory requirement that it distribute to its owners at least 90% of the sum of its REIT taxable income and certain other income for each taxable year. Various other countries have also adopted REIT-like structures that receive comparable tax treatment, provided that certain requirements are met. Failure by a REIT or REIT-like structure to meet such requirements may have adverse consequences on a Portfolio that invests therein. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales. Equity REITs are further categorized according to the types of real estate they own, e.g., apartment properties, retail shopping centers, office and industrial properties, hotels, health-care facilities, manufactured housing and mixed-property types. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs.

A shareholder in a Portfolio, by investing in REITs indirectly through the Portfolio, will bear not only its proportionate share of the expenses of the Portfolio, but also, indirectly, the management expenses of the underlying REITs. In addition, equity REITs may be affected by changes in the values of the underlying property they own, while mortgage REITs may be affected by the quality of credit extended. REITs are dependent upon management skills, may not be diversified and are subject to the risks of financing projects and risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation and, with respect to domestic REITs, the possibility of failing (1) to qualify for tax-free “pass-through” under the Code of net investment income and net realized gains distributed to shareholders and (2) to maintain exemption from the 1940 Act. If an issuer of debt securities collateralized by real estate defaults, it is conceivable that the REITs holding those securities could end up holding the underlying real estate.

Investing in certain REITs, which often have small market capitalizations, may also involve the same risks as investing in other small capitalization companies. REITs may have limited financial resources and their securities may trade less frequently and in limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically, small capitalization stocks, such as REITs, have been more volatile in price than the larger capitalization stocks such as those included in the S&P 500 Index. The management of a REIT may be subject to conflicts of interest with respect to the operation of the business of the REIT and may be involved in real estate activities competitive with the REIT. REITs may own properties through joint ventures or in other circumstances in which the REIT may not have control over its investments. REITs may incur significant amounts of leverage.

Risks associated with investments in securities of real estate companies include those discussed above in “Real Estate Industry Investing.”

Recent Market Conditions.    An outbreak of infectious respiratory disease caused by a novel coronavirus (COVID-19) was first detected in China in late 2019 and subsequently spread globally. The transmission of

 

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COVID-19 and efforts to contain its spread have resulted in significant disruptions to business operations, supply chains and customer activity, widespread business closures and layoffs, international, national and local border closings, extended quarantines and stay-at-home orders, event cancellations, service cancellations, reductions and other changes, significant challenges in healthcare service preparation and delivery, as well as general concern and uncertainty. The impact of the COVID-19 pandemic caused significant volatility in global financial markets and has resulted in an economic downturn, which may continue for an extended period of time. The pandemic has accelerated trends toward working remotely and shopping on-line, which may negatively affect the value of office and commercial real estate and the value of investments in other companies and industries that historically have relied on higher concentrations of people working in traditional office and commercial environments. The travel, hospitality and public transit industries, among others, may suffer long-term negative effects from the pandemic and resulting changes to public behavior.

Health crises caused by outbreaks of infectious diseases or other public health issues, such as the COVID-19 pandemic, may exacerbate other pre-existing political, social, and economic tensions and risks and disrupt market conditions and operations. The impact of the COVID-19 pandemic has negatively affected national and global economies, as well as national and global securities and commodities markets, and could continue to affect economies and markets in significant and unforeseen ways. Deteriorating economic fundamentals may in turn increase the risk of default or insolvency of particular companies, negatively impact market value, increase market volatility, cause credit spreads to widen, and reduce liquidity. Other outbreaks of infectious diseases or other public health issues that may arise in the future may have similar or worse effects. The impact of infectious diseases may be greater in countries that do not move effectively to control them, which may occur for political reasons or because of a lack of health care or economic resources.

Governments, including the U.S. federal government, and central banks have taken a variety of actions to limit the negative economic effects of the COVID-19 pandemic with interventions (including fiscal stimulus, welfare benefit programs, and industry support programs) that are unprecedented in size and scope and may continue to do so, but the ultimate impact of these efforts is uncertain, and they may not be successful. Governments’ efforts to limit potential negative economic effects of the pandemic may be altered, delayed, or eliminated at inopportune times for political, policy or other reasons. Although promising vaccines have been released, the effectiveness of the vaccines is uncertain, their supply is limited, and federal and state governments have experienced, and may continue to experience, significant challenges in distributing them to the public. It may be many months before vaccinations are sufficiently widespread to allow the restoration of full economic activity.

In the future, the U.S. federal government or other governments may take actions that could affect the overall economy as well as the securities in which the Portfolios invest, the markets in which they trade, or the issuers of such securities, in ways that cannot necessarily be foreseen at the present time. Governmental and quasi-governmental authorities and regulators throughout the world, such as the U.S. Federal Reserve (the “Fed”), have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs, and dramatically lower interest rates. Certain of those policy changes have been or are being implemented or considered in response to the COVID-19 pandemic. The Fed has spent hundreds of billions of dollars to keep credit flowing through short-term money markets and has signaled that it plans to maintain its interventions at an elevated level. Changes in government or central bank policies could negatively affect the value and liquidity of a Portfolio’s investments and cause it to lose money, and there can be no assurance that the initiatives undertaken by governments and central banks will be successful.

The COVID-19 pandemic, and other outbreaks of infectious diseases or other public health issues that may arise in the future, could also impair the information technology and other operational systems upon which the Adviser relies, and could otherwise disrupt the ability of a Portfolio’s service providers to perform essential tasks. Such impacts could impair a Portfolio’s ability to maintain operational standards (such as with respect to satisfying redemption requests), disrupt the operations of a Portfolio’s service providers, and negatively impact a Portfolio’s performance. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in a Portfolio being,

 

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among other things, unable to buy or sell certain securities or financial instruments or accurately value its investments.

Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in, or foreign exchange rates with, a different country or region. The rise in protectionist trade policies, and changes to some major international trade agreements and the potential for changes to others, could affect the economies of many countries in ways that cannot necessarily be foreseen at the present time. Political and diplomatic events within the United States and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. Financial markets in the United States and China have been sensitive to the outlook for resolving ongoing U.S.-China trade disputes, a trend that may continue in the future.

High public debt in the United States and other countries creates ongoing systemic and market risks and policymaking uncertainty, and there may be a further increase in the amount of debt due to the economic effects of the COVID-19 pandemic and ensuing economic relief and public health measures. Interest rates have been unusually low in recent years in the United States and abroad, and central banks have reduced rates further in an effort to combat the economic effects of the COVID-19 pandemic. Because there is little precedent for this situation, it is difficult to predict the impact on various markets of a significant rate change or other significant policy initiatives, whether brought about by government policy makers or by dislocations in world markets. Extremely low or negative interest rates may become more prevalent. In that event, to the extent a Portfolio has a bank deposit or holds a debt instrument with a negative interest rate to maturity, the Portfolio would generate a negative return on that investment. Similarly, negative rates on investments by a fund that is a money market fund would make it difficult, if not impossible, for the fund to maintain a stable $1 net asset value per share without financial support from the fund’s sponsor or other persons. There is no assurance that such support would be provided, which could lead to losses on investments in the fund, including on investments by a Portfolio that uses the fund as an investment option for the Portfolio’s uninvested cash. While negative yields may reduce the demand, liquidity and valuation of fixed income investments, investors may be willing to continue to purchase such investments for a number of reasons, including, but not limited to, price insensitivity, arbitrage opportunities across fixed income markets or rules-based investment strategies. If negative interest rates become more prevalent, investors may over time seek to reallocate assets to other income-producing assets or equity investments that pay a dividend, which may cause the price of such instruments to rise while triggering a corresponding decrease in yield and the value of debt instruments over time. Over the longer term, rising interest rates may present a greater risk than has historically been the case due to the current period of low rates and the effect of government fiscal policy initiatives and potential market reaction to those initiatives, or their alteration or cessation.

Funds and their advisers, as well as many of the companies in which they invest, are subject to regulation by the federal government. Over the past several years, the United States has moved away from tighter legislation and regulation impacting businesses and the financial services industry. There is a potential for materially increased regulation in the future, as well as higher taxes or taxes restructured to incentivize different activities. These changes, should they occur, may impose added costs on a Portfolio and its service providers, and affect the businesses of various portfolio companies, in ways that cannot necessarily be foreseen at the present time.

The implementation and the resulting impact of the United Kingdom’s January 31, 2020 departure from the European Union (the “EU”), commonly referred to as “Brexit,” remain uncertain. While an agreement governing post-Brexit trade between the United Kingdom and the EU was reached in December 2020, significant issues, such as market access for financial firms and applicable data protection standards, remain unsettled, and it is unclear what form a permanent arrangement with respect to such issues may take or what impact it would have on the United Kingdom’s regulatory regime. The long-term impacts of Brexit may include increased volatility and have a significant adverse impact on world financial markets, other international trade agreements, and the United Kingdom and European economies.

 

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In addition, global climate change may have an adverse effect on property and security values. A rise in sea levels, an increase in powerful windstorms and/or a storm-driven increase in flooding could cause coastal properties to lose value or become unmarketable altogether. Economists warn that, unlike previous declines in the real estate market, properties in affected coastal zones may never recover their value. Large wildfires driven by high winds and prolonged drought may devastate entire communities and may be very costly to any business found to be responsible for the fire or conducting operations in affected areas. The current U.S. administration may focus regulatory and public works projects around climate change concerns. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change. Losses related to climate change could adversely affect corporate borrowers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that depend on tax revenues and tourist dollars generated by such properties, and insurers of the property and/or of corporate, municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult to know the time period over which these effects might unfold.

All of these risks may have a material adverse effect on the performance and financial condition of the securities in which a Portfolio invests, and on the overall performance of a Portfolio.

Repurchase Agreements. A repurchase agreement is a transaction in which a Portfolio purchases securities or other obligations from a bank or securities dealer (or its affiliate) and simultaneously commits to resell them to a counterparty at an agreed-upon date or upon demand and at a price reflecting a market rate of interest unrelated to the coupon rate or maturity of the purchased obligations. The difference between the total amount to be received upon repurchase of the obligations and the price that was paid by a Portfolio upon acquisition is accrued as interest and included in the Portfolio’s net investment income. Repurchase agreements generally result in a fixed rate of return insulated from market fluctuation during the holding period, and generally are used as a means of earning a return on cash reserves for periods as short as overnight.

Repurchase agreements may have the characteristics of loans by a Portfolio. During the term of a repurchase agreement, a Portfolio, among other things, (i) retains the securities or other obligations subject to the repurchase agreement, either through its regular custodian or through a special “tri-party” custodian or sub-custodian that maintains separate accounts for both the Portfolio and its counterparty, as collateral securing the seller’s repurchase obligation, (ii) continually monitors on a daily basis the market value of the securities or other obligations subject to the repurchase agreement and (iii) requires the seller to deposit with the Portfolio collateral equal to any amount by which the market value of the securities or other obligations subject to the repurchase agreement falls below the resale amount provided under the repurchase agreement.

A Portfolio intends to enter into repurchase agreements only in transactions with counterparties (which may include brokers-dealers, banks, U.S. government securities dealers and other intermediaries) believed by the Adviser and a Sub-Adviser to present minimal credit risks. A Portfolio generally will not enter into a repurchase agreement maturing in more than seven days. Repurchase agreements that mature in more than seven days are generally considered illiquid.

Repurchase agreements carry certain risks, including risks that are not associated with direct investments in securities. If a seller under a repurchase agreement were to default on the agreement and be unable to repurchase the security subject to the repurchase agreement, a Portfolio would look to the collateral underlying the seller’s repurchase agreement, including the securities or other obligations subject to the repurchase agreement, for satisfaction of the seller’s obligation to the Portfolio. A Portfolio’s right to liquidate the securities or other obligations subject to the repurchase agreement in the event of a default by the seller could involve certain costs and delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase are less than the repurchase price (e.g., due to transactions costs or a decline in the value of the collateral), the Portfolio could suffer a loss. In addition, if bankruptcy proceedings are commenced with respect to the seller, realization of the collateral may be delayed or limited and a loss may

 

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be incurred. Repurchase agreements involving obligations other than U.S. government securities (such as commercial paper and corporate bonds) may be subject to special risks and may not have the benefit of certain protections in the event of the counterparty’s insolvency.

Reverse Repurchase Agreements, Dollar Rolls and Sale-Buyback Transactions.    A Portfolio may enter into reverse repurchase agreements and dollar rolls with brokers, dealers, domestic and foreign banks and/or other financial institutions. In addition, a Portfolio may enter into sale-buyback transactions and other economically similar transactions. Reverse repurchase agreements, dollar rolls and sale-buyback transactions may be viewed as the borrowing of money by a Portfolio. See “Fundamental Restrictions” for more information concerning restrictions on borrowing by each Portfolio. Reverse repurchase agreements are considered to be borrowings under the 1940 Act.

In a reverse repurchase agreement, a Portfolio sells a security and agrees to repurchase it at a mutually agreed upon date and price, reflecting the interest rate effective for the term of the agreement. During the term of the agreement, a Portfolio retains ownership of the security and will continue to receive any principal and interest payments on the underlying security. A Portfolio may enter into a reverse repurchase agreement only if the interest income from investment of the proceeds is greater than the interest expense of the transaction and the proceeds are invested for a period no longer than the term of the agreement. If interest rates rise during a reverse repurchase agreement, it may adversely affect a Portfolio’s net asset value.

In “dollar roll” transactions, a Portfolio sells fixed income securities for delivery in the current month and simultaneously contracts to repurchase similar but not identical (same type, coupon and maturity) securities on a specified future date at a pre-determined price. During the roll period, a Portfolio would forego principal and interest paid on such securities. A Portfolio would be compensated by the difference between the current sales price and the forward price for the future purchase, as well as by the interest earned on the cash proceeds of the initial sale. See “Mortgage Dollar Rolls” for more information.

A Portfolio also may effect simultaneous purchase and sale transactions that are known as “sale-buybacks.” A sale-buyback is similar to a reverse repurchase agreement, except that in a sale-buyback, the counterparty who purchases the security is entitled to receive any principal or interest payments made on the underlying security pending settlement of a Portfolio’s repurchase of the underlying security. A Portfolio’s obligations under a sale-buyback typically would be offset by liquid assets in an amount not less than the amount of the Portfolio’s forward commitment to repurchase the subject security.

At the time a Portfolio enters into a reverse repurchase agreement, dollar roll or sale-buyback, it will maintain the segregation, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, of cash or other liquid securities having a value not less than the repurchase price (including accrued interest) and will subsequently monitor the account to ensure that its value is maintained. The assets contained in the segregated account will be marked-to-market daily and additional assets will be placed in such account on any day in which the assets fall below the repurchase price (plus accrued interest). A Portfolio’s liquidity and ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments. Reverse repurchase agreements, dollar rolls and sale-buybacks represent a form of leverage and their use by a Portfolio may increase the Portfolio’s volatility. Reverse repurchase agreements, dollar rolls and sale-buybacks involve the risk that the market value of the securities retained in lieu of sale may decline below the price of the securities a Portfolio has sold but is obligated to repurchase. In addition, when a Portfolio invests the proceeds it receives in a reverse repurchase agreement, dollar roll or sale-buyback, there is a risk that those investments may decline in value. Reverse repurchase agreements, dollar rolls and sale-buybacks also involve the risk that the buyer of the securities sold by a Portfolio might be unable or unwilling to deliver them when the Portfolio seeks to repurchase, which may result in losses to the Portfolio. In the event the buyer of securities under a reverse repurchase agreement, dollar roll or sale buy-back files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce a Portfolio’s obligation to repurchase the securities, and a Portfolio’s use of the proceeds of the agreement may effectively be restricted pending such decision, which could adversely affect the Portfolio.

 

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A Portfolio’s investment of the proceeds of reverse repurchase agreements, dollar rolls and sale-buybacks may be viewed as creating leverage in the Portfolio and as such involve leverage risk. As discussed in more detail above, in 2020, the SEC adopted a final rule related to the use of derivatives, short sales, reverse repurchase agreements and certain other transactions by registered investment companies, with a compliance date in 2022. In connection with the rule, the SEC and its staff will rescind and withdraw applicable guidance and relief regarding asset segregation and coverage transactions reflected in each Portfolio’s asset segregation and cover practices discussed herein. For more information on the rule, see the “Derivatives” section.

Sectors.    From time to time, based on market or economic conditions, a Portfolio may have significant positions in one or more sectors of the market. To the extent a Portfolio invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive to developments that significantly affect those sectors, industries, or subsectors. An individual sector, industry, or sub-sector of the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events. A Portfolio’s performance could also be affected if the sectors, industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely affect performance.

Communication Services Sector.    The communication services sector, particularly telephone operating companies, are subject to both federal and state government regulations. Many telecommunications companies intensely compete for market share and can be impacted by technology changes within the sector such as the shift from wired to wireless communications. In September 2018, the communication services sector was redefined to also include media, entertainment and select internet-related companies. Media and entertainment companies can be subject to the risk that their content may not be purchased or subscribed to. Internet-related companies may be subject to greater regulatory oversight given increased cyberattack risk and privacy concerns. Additionally, internet-related companies may not achieve investor expectations for higher growth levels, which can result in stock price declines.

Consumer Discretionary Sector.    The consumer discretionary sector can be significantly affected by the performance of the overall economy, interest rates, competition, and consumer confidence. Success can depend heavily on disposable household income and consumer spending. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer discretionary products.

Consumer Staples Sector.    The consumer staples sector can be significantly affected by demographic and product trends, competitive pricing, food fads, marketing campaigns, and environmental factors, as well as the performance of the overall economy, interest rates, consumer confidence, and the cost of commodities. Regulations and policies of various domestic and foreign governments affect agricultural products as well as other consumer staples.

Energy Sector.    The energy markets have experienced significant volatility in recent periods, including a historic drop in 2020 in the price of crude oil and natural gas prices, and may continue to experience relatively high volatility for a prolonged period. To the extent that energy markets continue to experience these adverse conditions, this will adversely affect the ability of MLPs and energy companies in which certain Portfolios invest to sustain their historical distribution levels, which in turn, may adversely affect such Portfolios.

The energy sector is cyclical and highly dependent on commodities prices. The market values of companies in the energy sector may fluctuate widely and could be adversely affected by, among other factors, the levels and volatility of global energy prices, commodity price volatility, energy supply and demand, changes in exchange rates and interest rates, imposition of import controls, increased competition, capital expenditures on and the success of exploration and production, depletion of resources, development of alternative energy sources and energy conservation efforts, technological developments, tax treatment and labor relations. Companies in this sector are subject to substantial government regulation and contractual fixed pricing, which may increase the cost of business and limit these companies’ earnings, and a significant portion of their revenues depends on a relatively small number of customers, including governmental entities and utilities. As a result, governmental budget constraints may have a material adverse effect on the stock prices of companies in this industry. Energy

 

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companies may also operate in or engage in transactions involving countries with less developed regulatory regimes or a history of expropriation, nationalization or other adverse policies. The Middle East, where many companies in the energy sector may operate, has historically and recently experienced widespread social unrest. Energy companies also face a significant risk of liability from accidents resulting in injury or loss of life or property, pollution or other environmental mishaps, equipment malfunctions or mishandling of materials and a risk of loss from terrorism, political strife, natural disasters or other catastrophes. Any such event could result in a material adverse impact to a Portfolio’s holdings and the performance of a Portfolio. In addition, there is growing political pressure to reduce the use of fossil fuels, which could begin to impact the securities of companies in the fossil fuel industry and the prices of related commodities. Energy companies also may have relatively high levels of debt and may be more likely than other companies to restructure their businesses if there are downturns in energy markets or in the global economy. In addition, since the terrorist attacks in the United States on September 11, 2001, the U.S. government has issued public warnings indicating that energy assets, specifically those related to pipeline infrastructure and production, transmission, and distribution facilities, might be future targets of terrorist activity.

Financials Sector.    The financials sector is subject to extensive government regulation, which can limit both the amounts and types of loans and other financial commitments that companies in this sector can make, and the interest rates and fees that these companies can charge. Profitability can be largely dependent on the availability and cost of capital and the rate of corporate and consumer debt defaults, and can fluctuate significantly when interest rates change. Financial difficulties of borrowers can negatively affect the financials sector. Insurance companies can be subject to severe price competition. The financials sector can be subject to relatively rapid change as distinctions between financial service segments become increasingly blurred.

Health Care Sector.    The health care sector is subject to government regulation and reimbursement rates, as well as government approval of products and services, which could have a significant effect on price and availability. Furthermore, the types of products or services produced or provided by health care companies quickly can become obsolete. In addition, pharmaceutical companies and other companies in the health care sector can be significantly affected by patent expirations.

Industrials Sector.    The industrials sector can be significantly affected by general economic trends, including employment, economic growth, and interest rates, changes in consumer sentiment and spending, commodity prices, legislation, government regulation and spending, import controls, and worldwide competition. Companies in this sector also can be adversely affected by liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control.

Information Technology Sector.    The information technology sector can be significantly affected by obsolescence of existing technology, short product cycles, falling prices and profits, competition from new market entrants, and general economic conditions. The issuers of technology securities also may be smaller or newer companies, which may lack depth of management, be unable to generate funds necessary for growth or potential development, or be developing or marketing new products or services for which markets are not yet established and may never become established.

Materials Sector.    The materials sector can be significantly affected by the level and volatility of commodity prices, the exchange value of the dollar, import and export controls, and worldwide competition. At times, worldwide production of materials has exceeded demand as a result of over-building or economic downturns, which has led to commodity price declines and unit price reductions. Companies in this sector also can be adversely affected by liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control.

Utilities Sector.    The utilities sector can be significantly affected by government regulation, interest rate changes, financing difficulties, supply and demand of services or fuel, changes in taxation, natural resource conservation, intense competition, and commodity price fluctuations.

Securities Lending.    A Portfolio may lend securities to brokers, dealers or other institutional investors needing to borrow securities to complete certain transactions. In connection with such loans, a Portfolio remains the owner of

 

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the loaned securities and continues to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on loaned securities. A Portfolio has the right to terminate a loan at any time. If a Portfolio terminates a loan, it will forgo any income on the loan after the termination. A Portfolio does not have the right to vote on securities while they are on loan, but the Portfolio’s Adviser or a Sub-Adviser may attempt to terminate loans in time to vote those proxies the Adviser or the Sub-Adviser has determined are material to the Portfolio’s interests. A Portfolio has the right to call each loan and obtain the securities on one standard settlement period’s notice or, in connection with the securities trading on foreign markets, within such longer period for purchases and sales of such securities in such foreign markets. A lending Portfolio will receive collateral consisting of cash, U.S. government securities, letters of credit or such other collateral as may be permitted under a Portfolio’s investment program and applicable law, which will be maintained at all times in an amount at least equal to 100% of the current market value of the loaned securities. If the collateral consists of cash, a Portfolio will reinvest the cash and pay the borrower a pre-negotiated fee or “rebate” from any return earned on investment. If the collateral consists of a letter of credit or securities, the borrower will pay a Portfolio a loan premium fee. A Portfolio may participate in securities lending programs operated by financial institutions, which act as lending agents (“Lending Agent”). The Lending Agent will receive a percentage of the total earnings of a Portfolio derived from lending the Portfolio’s securities. Should the borrower of securities fail financially, a Portfolio may experience delays in recovering the loaned securities or in exercising its rights in the collateral. Additional risks include the possible decline of the value of the securities acquired with cash collateral. This risk is increased when a Portfolio’s loans are concentrated with a single borrower or a limited number of borrowers. A Portfolio seeks to minimize this risk by limiting the investment of cash collateral to high quality instruments with short maturities, repurchase agreements, money market funds or similar private investment vehicles.

Short Sales.    A Portfolio may enter into a short sale. A “short sale” is the sale by a Portfolio of a security which has been borrowed from a third party on the expectation that the market price will drop. To complete such a transaction, a Portfolio must borrow the security to make delivery to the buyer. A Portfolio then is obligated to replace the security borrowed by purchasing it at the market price at or prior to the time of replacement. The price at such time may be more or less than the price at which the security was sold by a Portfolio. Until the security is replaced, a Portfolio is required to prepay the lender any dividends or interest that accrue during the period of the loan. To borrow the security, a Portfolio also may be required to pay a premium, which would increase the cost of the security sold short. The net proceeds of a short sale will be retained by a Sub-Adviser (or by the Portfolio’s custodian), to the extent necessary to meet margin requirements, until the short position is closed out. The Portfolios will incur transaction costs in effecting short sales.

A Portfolio generally will engage only in covered short sales. In a covered short sale, a Portfolio either (1) enters into a “short sale” of securities in circumstances in which, at the time the short position is open, the Portfolio owns an equal amount of the securities sold short or owns securities convertible or exchangeable, without payment of further consideration, into an equal number of securities sold short (also known as a short sale “against the box”), or (2) deposits in a segregated account cash, U.S. government securities, or other liquid securities in an amount equal to the market value of the securities sold short. A short sale may be entered into by a Portfolio to, for example, lock in a sale price for a security the Portfolio does not wish to sell immediately. To the extent that a Portfolio engages in short sales, it will provide collateral to the broker-dealer arranging the short sale and (except in the case of short sales “against the box”) will maintain additional asset coverage in the form of segregated or “earmarked” assets that the Adviser or a Sub-Adviser determines to be liquid in accordance with procedures established by the Portfolio’s Board of Trustees and that is equal to the current market value of the securities sold short, or will ensure that such positions are covered by “offsetting” positions, until the Portfolio replaces the borrowed security. As discussed in more detail above, in 2020, the SEC adopted a final rule related to the use of derivatives, short sales, reverse repurchase agreements and certain other transactions by registered investment companies, with a compliance date in 2022. In connection with the rule, the SEC and its staff will rescind and withdraw applicable guidance and relief regarding asset segregation and coverage transactions reflected in each Portfolio’s asset segregation and cover practices discussed herein. For more information on the rule, see the “Derivatives” section.

 

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A Portfolio will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Portfolio replaces the borrowed security. A Portfolio may realize a gain if the security declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses a Portfolio may be required to pay in connection with a short sale. There can be no assurance that a Portfolio will be able to close out a short position at any particular time or an acceptable price.

Short-Term Investments.    Short-term investments include investments in various types of U.S. government securities and high-quality, short-term debt securities with remaining maturities of one year or less (“money market instruments”). This type of short-term investment generally is made to provide liquidity for the purchase of new investments and to effect redemptions of shares. The money market instruments in which certain of the Portfolios may invest include but are not limited to: government obligations, certificates of deposit, time deposits, bankers’ acceptances, commercial paper, short-term corporate securities and repurchase agreements. A Portfolio may invest in both foreign and domestic money market instruments, including foreign currency, foreign time deposits and foreign bank acceptances of domestic branches of foreign banks and savings and loan associations and similar institutions. For cash management purposes, a Portfolio also may invest in money market funds, including money market funds managed by the Adviser. Generally, these investments offer less potential for gains than other types of investments.

Small Company Securities and Micro-Capitalization Company Securities.    Investing in securities of small companies may involve greater risks since these securities may have limited marketability and, thus, may be more volatile. Because smaller companies normally have fewer shares outstanding than larger companies, it may be more difficult for a Portfolio to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. In addition, small companies often have limited product lines, markets or financial resources and are typically subject to greater changes in earnings and business prospects than are larger, more established companies. There is typically less publicly available information concerning smaller companies than for larger, more established ones, and smaller companies may be dependent for management on one or a few key persons. Therefore, such an investment may involve a greater degree of risk than an investment in better known, larger companies.

A Portfolio also may invest in the securities of micro-capitalization companies. Micro-capitalization companies represent the smallest sector companies based on market capitalization. Micro-capitalization companies may be in their earliest stages of development and may offer unique products, services or technologies or may serve special or rapidly expanding niches. Micro-capitalization companies may be less able to weather economic shifts or other adverse developments than larger, more established companies and may have less experienced management and unproven track records. Micro-capitalization companies also may be more susceptible to setbacks or economic downturns. Micro-capitalization securities are generally subject to the same risks as small-capitalization securities. However, micro-capitalization securities may involve even greater risk because they trade less frequently than larger stocks and may be less liquid, subjecting them to greater price fluctuations than larger company stocks.

Small-capitalization and emerging growth securities will often be traded only in the OTC market or on a regional securities exchange and may not be traded every day or in the volume typical of trading on a national securities exchange. As a result, the disposition by a Portfolio of portfolio securities to meet redemptions or otherwise may require the Portfolio to make many small sales over a lengthy period of time, or to sell these securities at a discount from market prices or during periods when, in the Adviser’s or a Sub-Adviser’s judgment, such disposition is not desirable.

Special Purpose Acquisition Companies (“SPACs”).    A Portfolio may invest in stock, rights, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is a publicly traded company that raises investment capital in the form of a blind pool via an IPO for the purpose of acquiring an existing company. The shares of a SPAC are typically issued in “units” that include one share of common stock and one right or warrant (or partial right or warrant) conveying the right to purchase additional shares or partial shares. At a specified time following the SPAC’s initial public offering (IPO) (generally 1-2 months), the rights and warrants may be separated from the common stock at the election of the holder, after which they become freely tradeable. After going public and until an acquisition is completed, a SPAC generally invests the proceeds of its IPO (less a portion retained to cover expenses), which are held in trust, in U.S.

 

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government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may impact a Portfolio’s ability to meet its investment objective. If a SPAC does not complete an acquisition within a specified period of time after going public, the SPAC is dissolved, at which point the invested funds are returned to the SPAC’s shareholders (less certain permitted expenses) and any rights or warrants issued by the SPAC expire worthless.

Because SPACs and similar entities are in essence blank check companies without an operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable acquisition. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, the securities issued by a SPAC, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.

Structured Products.    A Portfolio may invest in structured products, including instruments such as credit-linked securities, commodity-linked notes and structured notes, which are potentially high-risk derivatives. For example, a structured product may combine a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a structured product is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a “benchmark”). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a structured product may be increased or decreased, depending on changes in the value of the benchmark. An example of a structured product could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a structured product would be a combination of a bond and a call option on oil.

Structured products can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Structured products may not bear interest or pay dividends. The value of a structured product or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a structured product. Under certain conditions, the redemption value of a structured product could be zero. Thus, an investment in a structured product may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of structured products also exposes a Portfolio to the credit risk of the issuer of the structured product. These risks may cause significant fluctuations in the net asset value of a Portfolio.

Credit-Linked Securities.    Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain high yield or other fixed income markets. For example, a Portfolio may invest in credit-linked securities as a cash management tool in order to gain exposure to the high yield markets and/or to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, investments in credit-linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the trust’s receipt of payments from, and the trust’s potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests. For instance, the trust may sell one or more credit default swaps, under which the trust would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the trust would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that a Portfolio would receive as an investor in the trust. A Portfolio’s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is expected that the securities will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.

 

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Structured Notes.    Structured notes are derivative debt instruments, the terms of which may be “structured” by the purchaser and the borrower issuing the note. The amount of principal repayment and/or interest payments on structured notes is based upon the movement of one or more factors. Structured notes are interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of debt obligations. This type of restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans) and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured notes to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payment made with respect to structured notes is dependent on the extent of the cash flow on the underlying instruments. The credit risk of structured notes that involve no credit enhancement generally will be equivalent to that of the underlying instruments. In addition, a class of structured notes that is subordinated to the right of payment of another class typically has higher yields and presents greater risks than a class of structured notes that is unsubordinated. Structured notes may also be more volatile, less liquid, and more difficult to price accurately than less complex securities and instruments or more traditional debt securities. In addition, the terms of structured notes may provide that in certain circumstances no principal is due at maturity, which may result in a loss of invested capital. Certain issuers of structured notes may be deemed to be “investment companies” as defined in the 1940 Act. As a result, a Portfolio’s investment in these structured notes may be limited by restrictions contained in the 1940 Act. Structured notes are typically sold in private placement transactions, and there currently is no active trading market for structured notes. The possible lack of a liquid secondary market for structured notes and the resulting inability of a Portfolio to sell a structured note could expose the Portfolio to losses and could make structured notes more difficult for the Portfolio to value accurately.

Swaps.    Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. Cleared swaps are transacted through FCMs that are members of central clearinghouses with the clearinghouse serving as a central counterparty similar to transactions in futures contracts. A “standard” swap contract is an agreement between two parties to exchange the return generated by one asset for the return (or differential in rate of return) generated by another asset. The payment streams are calculated by reference to a specified asset, such as a specified security or index, and agreed upon “notional amount” (e.g., a particular dollar amount invested in a specified security or index). The “notional amount” of the swap agreement is used as a basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The term “specified index” includes, but is not limited to, currencies, fixed interest rates, prices and total return on interest rate indices, price indices, fixed income indices, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices). For example, a Portfolio may agree to swap the return generated by a fixed income index for the return generated by a second fixed income index or to swap a single or periodic fixed amount(s) (or premium) for periodic amounts based on the movement of a specified index.

With respect to swaps, if the underlying reference asset is a broad-based security index (generally, an index of securities having at least 10 component issues), the instrument will generally be classified as a swap, which means that it is fully subject to CFTC jurisdiction. If the underlying reference asset is a narrow-based security index (generally, an index of securities having nine or fewer component issues), the instrument will generally be classified as a “security-based swap,” which is subject to the antifraud, anti-manipulation and insider trading jurisdiction of the SEC. However, if the parties to the transaction or a third-party created the underlying index, and the transaction’s governing documents permit substitution of the component stocks comprising the index, the index would always be deemed narrow-based, even if it had 10 or more component securities at all times, and even if no actual substitution of component stocks were made. If the underlying reference asset is a narrow-based security index, the instrument will be classified as a security-based swap and subject only to the full jurisdiction of the SEC.

Swap agreements historically have been individually negotiated and most swap agreements are currently traded over the counter. Certain standardized swaps currently are, and more in the future will be, centrally cleared and traded on either a swap execution facility or a designated contract market. Central clearing is

 

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expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterparty to each participant’s swap. However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. For example, swaps that are centrally cleared are subject to the creditworthiness of the clearing organization involved in the transaction. For example, an investor could lose margin payments it has deposited with its FCM as well as the net amount of gains not yet paid by the clearing organization if the clearing organization becomes insolvent or goes into bankruptcy. In the event of bankruptcy of the clearing organization, the investor may be entitled to the net amount of gains the investor is entitled to receive plus the return of margin owed to it only in proportion to the amount received by the clearing organization’s other customers, potentially resulting in losses to the investor. As noted above, regulators have adopted regulations governing margin on uncleared swaps. Although margin posting requirements may vary depending on the size of a portfolio and other factors, the initial margin required for uncleared swaps is likely to exceed the amount required under the rules of a clearinghouse and by a clearing member FCM, because the timeframe that initial margin on uncleared swaps is designed to cover is longer than for cleared swaps.

To the extent a swap is not centrally cleared, the use of a swap involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. If a counterparty’s creditworthiness declines, the value of the swap might decline, potentially resulting in losses to a Portfolio. Changing conditions in a particular market area, whether or not directly related to the referenced assets that underlie the swap agreement, may have an adverse impact on the creditworthiness of the counterparty. If a default occurs by the counterparty to such a transaction, a Portfolio may have contractual remedies pursuant to the agreements related to the transaction.

A Portfolio will usually enter into swaps on a net basis (i.e., the two payment streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments). Thus, a Portfolio’s obligations (or rights) under a swap agreement generally will be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). A Portfolio’s obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Portfolio), and any accrued but unpaid net amounts owed to a swap counterparty will be covered by, for example, designating the segregation, either on the records of the Adviser, a Sub-Adviser or with the Trust’s custodian, of cash, receivables or other liquid assets. To the extent that the net amount owed to a swap counterparty is covered by an offsetting position or with cash, receivables or liquid assets, the Adviser or Sub-Adviser believes that such obligation does not constitute a “senior security” under the 1940 Act and, accordingly, will not treat it as being subject to a Portfolio’s senior security or borrowing restrictions. With respect to swap transactions that are not entered into on a net basis, a Portfolio will cover its obligation under any such transaction in a manner consistent with the 1940 Act so that the obligation does not constitute a “senior security” under the 1940 Act. A Portfolio may enter into swap transactions in accordance with guidelines established by the Board of Trustees. Pursuant to these guidelines, a Portfolio may only enter into swap transactions where its Adviser or Sub-Adviser has deemed the counterparties to be creditworthy and such counterparties have been approved by the Adviser. For more information on asset segregation and coverage practices, see the “Derivatives” section.

Swaps generally do not involve the delivery of securities, other underlying assets, or principal. Accordingly, unless there is a counterparty or clearinghouse default, the risk of loss with respect to swaps is limited to the net amount of payments a Portfolio is contractually obligated to make. If the other party to a swap defaults, a Portfolio’s risk of loss consists of the net amount of payments that the Portfolio contractually is entitled to receive. The swap market has grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation and in some cases transacting in swaps that are centrally cleared and exchange traded. As a result, the swap market has become relatively liquid. Certain swap transactions involve more recent innovations for which standardized documentation has not yet been fully developed and generally will not be centrally cleared or traded on an exchange and, accordingly, they are less liquid than traditional swap transactions. For purposes of applying a Portfolio’s investment policies and restrictions (as stated in the Prospectuses and this SAI), swap agreements generally are valued by the Portfolio at market value. In addition, because they are two party contracts and because they may have terms greater than seven days, some swap agreements may be considered to be illiquid.

 

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The use of swaps is a highly specialized activity that involves investment techniques and risks (such as counterparty risk) different from those associated with ordinary portfolio securities transactions. If a Portfolio’s Adviser or Sub-Adviser is incorrect in its forecasts of applicable market factors, such as market values, interest rates, and currency exchange rates, the investment performance of the Portfolio would be less favorable than it would have been if this investment technique were not used. The swaps market was largely unregulated prior to the enactment of the Dodd-Frank Act on July 21, 2010. The Dodd-Frank Act changed the way the U.S. swap market is supervised and regulated. Developments in the swaps market, including implementing regulations adopted under the Dodd-Frank Act will adversely affect a Portfolio’s ability to enter into certain swaps in the OTC market (and require that certain of such instruments be exchange-traded and centrally-cleared). Dodd-Frank Act developments also could adversely affect a Portfolio’s ability to support swap trades with collateral, terminate new or existing swap agreements, or realize amounts to be received under such instruments. As discussed above, regulations have been adopted by the CFTC and banking regulators that require a Portfolio to post margin on OTC swaps, and would eventually require posting of initial margin if the Portfolio has a “material swaps exposure,” and clearing organizations and exchanges require minimum margin requirements for exchange-traded and cleared swaps. These changes under the Dodd-Frank Act may increase the cost of a Portfolio’s swap investments, which could adversely affect Portfolio investors.

A Portfolio may enter into a variety of swap transactions, including total return swaps, inflation swaps, currency swaps, interest rate swaps, caps, floors, swaptions, credit default swaps, and contracts for difference.

Total return swap agreements are contracts in which one party agrees to make periodic payments to another party during a specified period of time based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities or securities indices, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements are often used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. The value of the swap position as well as the payments required to be made by a Portfolio or a counterparty will increase or decrease depending on the changes in the value of the underlying asset(s).

Inflation swaps into which a Portfolio may enter generally are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other party pays a compounded fixed rate.

Currency swaps involve the exchange by one party with another party of a series of payments in specified currencies. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. In addition, a Portfolio may enter into currency swaps that involve an agreement to pay interest streams in one currency based on a specified index in exchange for receiving interest streams denominated in another currency. Currency swaps may involve initial and final exchanges that correspond to the agreed upon notional amount.

Interest rate swaps involve the exchange between two parties of payments calculated by reference to specified interest rates (e.g., an exchange of floating rate payments for fixed rate payments). The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. Caps and floors may be less liquid than swaps. In addition, the value of interest rate transactions will fluctuate based on changes in interest rates.

An option on a swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium.” A receive swaption gives the owner the right to receive the total return of a specified asset, reference rate, or

 

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index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. A purchaser of a swaption risks losing only the amount of the premium it has paid should it decide to let the option expire, whereas the seller of a swaption is subject to the risk that it will become obligated if the option is exercised. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

A Portfolio also may enter into credit default swap agreements. The credit default swap agreement may have as reference obligations one or more securities that are not currently held by a Portfolio. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract, which is typically between one month and ten years, provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Portfolio may be either the buyer or seller in the transaction. If a Portfolio is a buyer and no credit event occurs, the Portfolio may recover nothing if the swap is held through its termination date. However, if a credit event occurs, a Portfolio generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. In this connection, there is a risk that instability in the markets can threaten the ability of a buyer to fulfill its obligation to deliver the underlying securities to the seller. As a seller, a Portfolio generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. However, if a credit event occurs, a Portfolio generally must pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As the seller, a Portfolio would effectively add leverage because, in addition to its total net assets, a Portfolio would be subject to investment exposure on the notional amount of the swap.

Credit default swap agreements involve greater risks than if a Portfolio had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Portfolio will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A Portfolio’s obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Portfolio). In connection with credit default swaps in which a Portfolio is the buyer, the Portfolio will segregate or “earmark” cash or assets determined to be liquid, or enter into certain offsetting positions, with a value at least equal to the Portfolio’s exposure (any accrued but unpaid net amounts owed by the Portfolio to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a Portfolio is the seller, the Portfolio will segregate or “earmark” cash or assets determined to be liquid, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the Portfolio). Such segregation or “earmarking” is intended to ensure that a Portfolio has assets available to satisfy its obligations with respect to the transaction and limit any potential leveraging of the Portfolio. Such segregation or “earmarking” will not limit a Portfolio’s exposure to loss. To the extent that credit default swaps are entered into for hedging purposes or are covered as described above, the Adviser believes such obligations do not constitute “senior securities” under the 1940 Act and, accordingly, will not treat them as being subject to a Portfolio’s senior security and borrowing restrictions.

In the case of a credit default swap sold by a Portfolio (i.e., where the Portfolio is selling credit default protection), the Portfolio may value the credit default swap at its notional amount in applying certain of the Portfolio’s investment policies and restrictions, but may value the credit default swap at market value for purposes of applying certain of the Portfolio’s other investment policies and restrictions.

A contract for difference (“CFD”) offers exposure to price changes in an underlying security (e.g., a single security, stock basket or index) without ownership of such security, typically by providing investors the ability to trade on margin. A CFD is a privately negotiated contract between two parties, buyer and seller, stipulating

 

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that the seller will pay to or receive from the buyer the difference between the notional value of the underlying instrument at the opening of the contract and that instrument’s notional value at the end of the contract. The buyer and seller are both required to post margin, which is adjusted daily, and adverse market movements against the underlying instrument may require the buyer to make additional margin payments. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. A CFD is usually terminated at the buyer’s initiative.

By entering into a CFD, a Portfolio could incur losses because it would face many of the same types of risks as owning the underlying instrument directly. Also, there may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying security will require the buyer to post additional margin, and this may be on short notice. If additional margin is not provided in time, the seller may liquidate the positions at a loss for which a Portfolio would be liable. As with other types of swap transactions, CFDs also carry counterparty risk, which is the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract, in which case the value of the contract, and of a Portfolio’s shares, may be reduced.

Time and Demand Deposits.    Time deposits are interest-bearing, non-negotiable deposits at a bank or a savings and loan association that have a specific maturity date. A time deposit earns a specific rate of interest over a definite period of time. Time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties that vary depending upon market conditions and the remaining maturity of such deposits. There are no contractual restrictions on the right to transfer a beneficial interest in a time deposit to a third party, but there is no secondary market for such deposits. Demand deposits are accounts at banks and financial institutions from which deposited funds can be withdrawn at any time without notice to the depository institution. The majority of demand deposit accounts are checking and savings accounts. The Portfolios may invest in fixed time deposits, whether or not subject to withdrawal penalties; however, investment in such deposits which are subject to withdrawal penalties, other than overnight deposits, are subject to the limits on illiquid securities.

Time deposits are subject to the same risks that pertain to domestic issuers of money market instruments, most notably credit risk (and to a lesser extent, income risk, market risk, and liquidity risk). In addition, time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent of government regulation of financial markets, and expropriation or nationalization of foreign issuers. Demand deposits are subject to general market and economic risks as they are usually considered part of the money supply. In addition, demand deposits are subject to risks of fraud. As access to demand deposits (e.g., via ATMs and online banking) has increased, so have the ways to carry out fraudulent schemes. Demand deposit fraud can take many forms, such as phishing schemes, cross-channel and check fraud.

U.S. Government Securities.    U.S. government securities include direct obligations of the U.S. Treasury (such as Treasury bills, notes or bonds) and obligations issued or guaranteed as to principal and interest (but not as to market value) by the U.S. government, its agencies or its instrumentalities. Examples of obligations issued or guaranteed as to principal and interest by the U.S. government, its agencies or its instrumentalities include securities issued or guaranteed by government agencies that are supported by the full faith and credit of the U.S. government (e.g., securities issued by the Federal Housing Administration, Export-Import Bank of the U.S., Small Business Administration, and Ginnie Mae); securities issued and guaranteed by a government-sponsored stockholder-owned corporation, though not backed by the full faith and credit of the United States (e.g., securities issued by Fannie Mae or Freddie Mac); and securities issued or guaranteed by government agencies that are supported primarily or solely by the credit of the particular agency (e.g., Interamerican Development Bank, the International Bank for Reconstruction and Development, and the Tennessee Valley Authority). As a result of market influences, yields of short-term U.S. Treasury debt instruments are near historic lows. No assurance can be given that the U.S. government will provide financial support to U.S. government agencies, instrumentalities or sponsored enterprises in the future, and the U.S. government may be unable to pay debts when due.

 

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U.S. government securities also include Treasury inflation-indexed securities (originally known as Treasury inflation-protected securities or “TIPS”), which are Treasury bonds on which the principal value is adjusted daily in accordance with changes in the Consumer Price Index. TIPS have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. Interest on TIPS is payable semiannually on the inflation-adjusted principal value. The periodic adjustment to the principal value of TIPS is tied to the CPI-U, which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. There can be no assurance that the CPI-U will accurately measure the real rate of inflation in the prices of goods and services. The principal value of TIPS would decline during periods of deflation and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced, but the principal amount payable at maturity would not be less than the original par amount. The value of TIPS is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds. While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure. If inflation is lower than expected while a Portfolio holds TIPS, the Portfolio may earn less on the TIPS than it would on conventional Treasury bonds. Any increase in the principal value of TIPS is taxable in the taxable year the increase occurs, even though holders do not receive cash representing the increase at that time.

U.S. government securities also include separately traded principal and interest components of securities issued or guaranteed by the U.S. Treasury, which are traded independently under the Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) program. Under the STRIPS program, the principal and interest components are individually numbered and separately issued by the U.S. Treasury at the request of depository financial institutions, which then trade the component parts independently. The market prices of STRIPS generally are more volatile than that of U.S. Treasury bills with comparable maturities.

In August 2011, S&P downgraded its long-term sovereign credit rating on the U.S. from “AAA” to “AA+”. A further downgrade of the ratings of U.S. government debt obligations, or concerns about the U.S. government’s credit quality in general, could result in higher interest rates for individual and corporate borrowers, cause disruptions in bond markets and have a substantial negative effect on the U.S. economy.

Variable Rate Notes.    The commercial paper obligations which certain of the Portfolios may buy are unsecured and may include variable rate notes. The nature and terms of a variable rate note (i.e., the “Master Note”) permit a Portfolio to invest fluctuating amounts at varying rates of interest pursuant to a direct arrangement between the Portfolio as lender and the issuer as borrower. It permits daily changes in the amounts borrowed. A Portfolio has the right at any time to increase, up to the full amount stated in the note agreement, or to decrease the amount outstanding under the note. The issuer may prepay at any time and without penalty any part of or the full amount of the note. The note may or may not be backed by one or more bank letters of credit. Because these notes are direct lending arrangements between a Portfolio and the issuer, it is not generally contemplated that they will be traded; moreover, there is currently no secondary market for them. A Portfolio has no limitations on the type of issuer from whom these notes will be purchased; however, in connection with such purchase and on an ongoing basis, a Sub-Adviser will consider the earning power, cash flow and other liquidity ratios of the issuer, and its ability to pay principal and interest on demand, including a situation in which all holders of such notes made demand simultaneously.

Warrants.    A Portfolio may purchase warrants and similar rights. Warrants are securities that give the holder the right, but not the obligation, to purchase equity issues of the company issuing the warrants, or a related company, at a fixed price either on a date certain or during a set period. At the time of issue, the cost of a warrant is substantially less than the cost of the underlying security itself, and price movements in the underlying security are generally magnified in the price movements of the warrant. This effect enables the investor to gain exposure to the underlying security with a relatively low capital investment but increases an investor’s risk in the event of a decline in

 

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the value of the underlying security and can result in a complete loss of the amount invested in the warrant. In addition, the price of a warrant tends to be more volatile than, and may not correlate exactly to, the price of the underlying security. If the market price of the underlying security is below the exercise price of the warrant on its expiration date, the warrant will generally expire without value.

The equity security underlying a warrant is authorized at the time the warrant is issued or is issued together with the warrant. Investing in warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security, and, thus, can be a high risk investment. The value of a warrant may decline because of a decline in the value of the underlying security, the passage of time, changes in interest rates or in the dividend or other policies of the company whose equity underlies the warrant or a change in the perception as to the future price of the underlying security, or any combination thereof. Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. A warrant ceases to have value if it is not exercised prior to its expiration date. As a result, warrants may be considered more speculative than certain other types of investments.

Zero-Coupon Bonds and Payment In-Kind Bonds.    Zero-coupon bonds are issued at a significant discount from their principal amount (referred to as “original issue discount” or “OID”), generally pay interest only at maturity rather than at intervals during the life of the security, and are redeemed at face value when they mature. Payment-in-kind bonds allow the issuer, at its option, to make current interest payments on the bonds in additional bonds rather than in cash. Zero-coupon and payment-in-kind bonds thus allow an issuer to avoid the need to generate cash to meet current interest payments. Accordingly, those bonds may involve greater credit risks, and their value is subject to greater fluctuation in response to changes in market interest rates, than bonds that pay current interest in cash. Even though such bonds do not pay current interest in cash, a Portfolio that invests in them is nonetheless required annually to accrue as interest income a portion of the OID on zero-coupon bonds and to include in gross income the “interest” on payment-in-kind bonds for federal income tax purposes and generally to distribute the amount of that interest at least annually to its shareholders. See the “Taxation” section of this SAI. Thus, a Portfolio that invests in such bonds could be required, at times, to liquidate other investments in order to satisfy its distribution requirements.

Portfolio Turnover.    The length of time a Portfolio has held a particular security is not generally a consideration in investment decisions. A change in the securities held by a Portfolio is known as “portfolio turnover.” High portfolio turnover may result from the strategies of the Adviser or a Sub-Adviser, or when one Sub-Adviser replaces another, necessitating changes in the Portfolio it advises. Portfolio turnover may vary significantly from year to year due to a variety of factors, including a fluctuating volume of shareholder purchase and redemption orders, market conditions, within and outside the control of a Portfolio, the Adviser and a Sub-Adviser, investment strategy changes, changes in the Adviser’s or a Sub-Adviser’s investment outlook or changes in a Sub-Adviser managing a Portfolio, as well as changes in roll transaction volume. A high turnover rate (100% or more) increases transaction costs (e.g., brokerage commissions) which must be borne by the Portfolio and its shareholders. A Portfolio’s Adviser or Sub-Adviser will consider the economic effects of portfolio turnover but generally will not treat a Portfolio’s annual portfolio turnover rate as a factor preventing a sale or purchase when the Adviser or the Sub-Adviser believes investment considerations warrant such sale or purchase. Decisions to buy and sell securities for a Portfolio are made by the Adviser or a Sub-Adviser, as applicable, independently.

A Portfolio may engage in roll-timing strategies where the Portfolio seeks to extend the expiration or maturity of a position, such as a forward contract, futures contract or to-be-announced (“TBA”) transaction, on an underlying asset by closing out the position before expiration and contemporaneously opening a new position with respect to the same underlying asset that has substantially similar terms except for a later expiration date. Such “rolls” enable a Portfolio to maintain continuous investment exposure to an underlying asset beyond the expiration of the initial position without delivery of the underlying asset. Similarly, as certain standardized swap agreements transition from over-the-counter trading to mandatory exchange-trading and clearing due to the implementation of Dodd-Frank Act regulatory requirements, a Portfolio may “roll” an existing over-the-counter swap agreement by closing out the position before expiration and contemporaneously entering into a new exchange-traded and cleared swap agreement on the same underlying asset with substantially similar terms except for a later expiration date. These types of new positions opened contemporaneously with the closing of an existing position on the same

 

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underlying asset with substantially similar terms are collectively referred to as “Roll Transactions.” Certain investment restrictions, which normally apply at the time of investment, do not apply to Roll Transactions. A Portfolio will test for compliance at the time of the Portfolio’s initial entry into a position, but percentage limitations and absolute prohibitions may not be applicable to a Portfolio’s subsequent acquisition of securities or instruments through a Roll Transaction.

PORTFOLIO HOLDINGS DISCLOSURE POLICY

The Trust has adopted a Portfolio Holdings Disclosure Policy (the “Policy”) to govern the disclosure of the portfolio holdings of each series of the Trust. It is the policy of the Trust to protect the confidentiality of material, non-public information about a portfolio’s portfolio holdings and to prevent the selective disclosure of such information.

Each portfolio will publicly disclose its holdings in accordance with regulatory requirements in filings with the SEC, including (i) the annual and semi-annual reports to shareholders, which are transmitted to shareholders within 60 days after the end of each fiscal year and fiscal half-year, respectively, for which the reports are made, and filed with the SEC on Form N-CSR within ten days after the reports are transmitted to shareholders; (ii) monthly portfolio holdings reports on Form N-PORT, which are filed with the SEC within 60 days after the end of each fiscal quarter (a portfolio’s complete portfolio holdings as of its first and third fiscal quarter ends are made publicly available 60 days after the end of each quarter); and (iii) for EQ/Money Market Portfolio, monthly schedules of portfolio holdings on Form N-MFP, which are filed with the SEC within five business days after month end. Reports on Forms N-CSR, N-PORT and N-MFP are available on the SEC’s website at http://www.sec.gov. The Trust’s annual and semi-annual reports to shareholders are also available without charge on the Trust’s website at www.equitable-funds.com.

The Trust generally makes publicly available on its website (www.equitable-funds.com) portfolio holdings information for the portfolios as follows:

 

   

All Portfolios: Each portfolio will disclose its top portfolio holdings (typically, the portfolio’s top fifteen (15) holdings) on a quarterly basis. Copies of such information are also available upon request to the Trust. Except as noted below, all such information generally is released with a 30-day lag time, meaning the top fifteen (15) portfolio holdings information as of the end of the quarter generally is not released until the 30th day following such quarter-end.

 

   

Fund-of-Funds Portfolios: Each fund-of-funds portfolio that invests in affiliated funds will disclose the portfolio’s complete portfolio holdings information on a monthly basis. Copies of such information are also available upon request to the Trust. Except as noted below, all such information generally is released with a 30-day lag time, meaning the portfolio holdings information as of the end of the month generally is not released until the 30th day following such month-end.

 

   

EQ/Money Market Portfolio: In accordance with Rule 2a-7 under the Investment Company Act of 1940, as amended, for a period of not less than six months, beginning no later than the fifth business day of the month, the EQ/Money Market Portfolio will disclose complete portfolio holdings information as of the last business day or subsequent calendar day of the preceding month. A copy of such information is also available upon request to the Trust.

The Trust, through the Adviser, may provide non-public portfolio holdings information to certain third parties prior to the release of such information to the public as described herein. Subject to the limitations described in this Policy, the Trust may provide non-public portfolio holdings information upon request provided that such information is released with a 30-day lag time. In addition, the Adviser currently has ongoing arrangements with the Trust’s Administrator (Equitable Investment Management, LLC), Sub-Administrator and Custodian (JPMorgan Chase Bank, N.A.), a provider of execution management services (Neovest, Inc.), certain third-party data services (Thomson Reuters Vestek, Bloomberg PLC), mutual fund evaluation services (Broadridge Financial Solutions, Inc. and Morningstar, Inc.) and consultants (Rocaton Investment Advisors, LLC). Each of these third parties receives portfolio holdings information at month end, with the exception of the Administrator, JPMorgan Chase Bank, N.A., Neovest, Inc. and Thomson Reuters Vestek, which receive

 

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such information daily. Third parties receiving non-public portfolio holdings information, either by explicit agreement or by virtue of their respective duties to the Trust, are subject to a duty to treat non-public portfolio holdings information confidentially and a duty not to trade on such information.

Current non-public portfolio holdings information also may be provided as frequently as daily as part of the legitimate business purposes of each portfolio to service providers that have contracted to provide services to the Trust, and other organizations, which may include, but are not limited to: Equitable Financial Life Insurance Company; the Adviser; the Administrator; Sub-Advisers; transition managers; the independent registered public accounting firm (                            ); the transfer agent; counsel to the portfolios or the non-interested trustees of the Trust (K&L Gates LLP and Morgan, Lewis & Bockius LLP, respectively); regulatory authorities and courts; the Investment Company Institute; pricing services (Pricing Direct Inc., ICE Data Services, Investment Technology Group, Inc., Bank of America Merrill Lynch, Bloomberg L.P, Thomson Reuters Markets PLC, MarkIt Group Limited); peer analysis services; performance review services (eVestment Alliance); back office services (SunGard Financial, The Bank of New York Mellon Corporation, FIS Global); research tool/quote system (Thomson Reuters); trade execution management and/or analysis (Elkins McSherry Inc., FX Transparency, LLC); data consolidator (Electra); trade order management services (Investment Technology Group Inc., Macgregor XIP, Charles River); books and records vendor; GIPS auditor; marketing research services (Strategic Insight); portfolio analysis services (Barra TotalRisk System); commission tracking; accounting systems or services (Advent Software, Eagle Investment Systems Corp., Portia); transition management/brokerage services software vendors (CDS/Computer, The Abernathy MacGregor Group, OMGEO LLC, Radianz); analytic services or tools (Confluence Technologies, Inc., FactSet Research Systems Inc., Investment Technology Group, Inc., MSCI Inc., Citigroup Analytics, Inc., Wilshire Analytics/Axiom, Wilshire (Compass)); legal services (Financial Recovery Technologies); compliance services (TerraNua); corporate actions and trade confirmation (Brown Brothers Harriman & Co.); over the counter derivative products and portfolio holdings (State Street Bank and Trust Company); ratings agencies (Standard & Poor’s Financial Services LLC (a division of The McGraw-Hill Companies), Moody’s Investor Service, Inc.); index providers; consulting firms (Ernst & Young, ACA Compliance); data providers (InvestorForce); broker-dealers who provide execution or research services to the portfolios; broker-dealers who provide quotations that are used in pricing; financial printers (Donnelley Financial Solutions); proxy voting services (Riskmetrics Group, Inc., Broadridge Financial Solutions, Inc., Glass Lewis & Co., Institutional Shareholder Services, Inc.); marketing services (Primelook, Inc.); 401(k) administrator (Hewitt Associates); tax services (Wolters Kluwer Financial Services, Deloitte, KPMG); and liquidity risk management services (State Street Bank and Trust Company, BlackRock, Inc.). Sub-Advisers may contract with additional third parties to provide services to the Trust. The entities to which each portfolio voluntarily provides portfolio holdings information, either by explicit agreement or by virtue of their respective duties to the portfolio, are subject to a duty to treat non-public portfolio holdings information confidentially and a duty not to trade on such information.

In addition, as part of investment strategies for certain series of the Trust that utilize managed volatility strategies (including through investments in other series of the Trust) (the “Managed Volatility Portfolios”), the Trust has adopted strategies to seek to manage the volatility of returns for the Managed Volatility Portfolios while limiting the magnitude of potential portfolio losses (the “Volatility Management Strategies,” investments in furtherance of this strategy are referred to as “Volatility Management Investments”). In connection with the Volatility Management Strategy, the Adviser may at the request of an insurance company that utilizes a Managed Volatility Portfolio as an investment option for its variable annuity or variable life products (the “Insurance Companies”) provide certain analytical non-public information (but not actual portfolio holdings or specific trade information) regarding each Managed Volatility Portfolio’s Volatility Management Investments and other holdings to the Insurance Companies for use in managing their risk under certain guarantees provided under the variable contracts. This information may include information about aggregate long and short exposure and changes in aggregate exposure to types of securities or other instruments, which may be broken down by type of security (e.g., equities, debt, cash, etc.), sector, index (e.g., large-cap, mid-cap, small-cap or foreign securities), country, or other characteristics, and which reflect completed transactions in futures contracts or other derivatives that are part of the Volatility Management Investments. The information may be provided as frequently as reasonably requested by an Insurance Company, including

 

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on an intra-day basis, and there need not be any lag between the effective time of the analytical information and the disclosure to an Insurance Company. While information shall not be provided about specific holdings, trades or pending transactions, the Insurance Companies may be able to deduce information about prior trades from the analytical information that is provided. Under procedures approved by the Board, the analytical information shall be provided to the Insurance Companies solely for the limited purpose of helping the Insurance Companies in a hedging program they use for their own accounts to help manage their risks under the guarantees on the variable contracts, and only if each Insurance Company implements procedures that prohibit it and its employees, officers, agents and affiliates who receive such information from disclosing it or using it in any unauthorized fashion, including for personal trading or benefit. The procedures allow the analytical information to be provided under circumstances that are designed to ensure there is no harm to the Managed Volatility Portfolios or other portfolios, but there is a risk that the Insurance Companies’ hedging programs may adversely affect securities prices and the performance of the Managed Volatility Portfolio or other portfolios. The release of exposure information described in this paragraph shall be subject to the Trust’s “Portfolio Information Disclosure Procedures” and shall not be governed by the Policy.

On a case-by-case “need to know” basis, the Trust’s Chief Financial Officer or Vice President, subject to the approval of the Adviser’s Legal and Compliance Group and the Trust’s Chief Compliance Officer, may approve the disclosure of additional portfolio holdings information if such information is in the best interests of Portfolio shareholders. In all cases, the approval of the release of non-public portfolio holdings information by the Adviser’s Legal and Compliance Group must be based on a determination that such disclosure is in the best interests of the Portfolios and their shareholders, that there is a legitimate business purpose for such disclosure, and that the party receiving such information is subject to a duty to treat the information confidentially and a duty not to trade on such information. The Trust does not disclose non-public portfolio holdings to the media. The receipt of compensation by a Portfolio, the Adviser, a Sub-Adviser or an affiliate as consideration for disclosing a Portfolio’s non-public portfolio holdings information is not deemed a legitimate business purpose. In addition to obtaining approval of Legal and Compliance prior to providing non-public portfolio holdings information under this paragraph, Adviser personnel shall include Legal and Compliance on the communication on such information (e.g., by “cc” on an email).

The Adviser is responsible for administering the release of portfolio holdings information with respect to the Portfolios. Until particular portfolio holdings information has been released to the public, and except with regard to the third parties described above, no such information may be provided to any party without the approval of the Adviser’s Legal and Compliance Group, which approval is subject to the conditions described above.

The Adviser’s Legal and Compliance Group and the Trust’s Chief Compliance Officer monitor and review any potential conflicts of interest between the Portfolios’ shareholders and the Adviser, distributor and their affiliates that may arise from the potential release of portfolio holdings information. The Trust’s Board has approved the Policy and determined that it is in the best interest of the Portfolios. The Board must also approve any material change to the Policy. The Board oversees implementation of the Policy and receives from the Trust’s Chief Compliance Officer quarterly reports regarding any violations of the Policy or exceptions to the Policy that were granted by the Adviser’s Legal and Compliance Group.

 

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MANAGEMENT OF THE TRUST

The Board of Trustees

The Trust’s Board is responsible for the overall management of the Trust and the Portfolios, including general supervision and review of the Portfolios’ investment activities and their conformity with federal and state law as well as the stated policies of the Portfolios. The Board elects the officers of the Trust who are responsible for administering the Trust’s day-to-day operations. The Trustees of the Trust are identified in the table below along with information as to their principal business occupations held during the last five years and certain other information. The registered investment companies in the fund complex include the Trust, EQ Premier VIP Trust, and the 1290 Funds. All of the Trustees are also Trustees of the two other registered investment companies in the fund complex.

The Trustees

 

Name, Address and
Year of Birth
  Position(s) Held With the Trust   Term of Office** and Length of
Time Served
 

Principal Occupation(s)

During Past 5 Years

  Number of
Portfolios

in Fund
Complex
Overseen

by Trustee†

  Other Directorships
Held by Trustee
 
Interested Trustee

Steven M. Joenk*

1290 Avenue of the Americas,

New York, NY, 10104

(1958)

  Trustee, President and Chief Executive Officer   Trustee from September 2004 to present; Chief Executive Officer from December 2002 to present; President from December 2002 to present; Chairman of the Board from September 2004 through September 30, 2017   From May 2011 to present, Chairman of the Board, Chief Executive Officer and President, EIM; from July 2021 to present, Chairman of the Board, Chief Executive Officer and President, Equitable Investment Management, LLC; from April 2017 to 2019, Senior Vice President and Chief Investment Officer of AXA Financial, Inc.; from April 2017 to present, Chief Investment Officer and from September 1999 to present, Managing Director, Equitable Financial.   130   None
 
Independent Trustees

Mark A. Barnard

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104

(1949)

  Trustee   April 2017 to present   Retired. Previously, Managing Director – Private Investments, Howard Hughes Medical Institute, 2001 to 2016 (and, prior thereto, Director of Private Investments from 1998 to 2001, and Manager of Private Investments from 1995 to 1998).   130   None.

 

80


Name, Address and
Year of Birth
  Position(s)
Held With
the Trust
  Term of
Office** and
Length of
Time Served
 

Principal Occupation(s)

During Past 5 Years

 

Number of
Portfolios

in Fund
Complex
Overseen

by Trustee†

  Other Directorships
Held by Trustee

Thomas W. Brock

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104

(1947)

  Trustee   January
2016 to present
  Retired. Previously, Director, President and Chief Executive Officer of Silver Bay Realty Trust Corp., June 2016 to May 2017 (and, prior thereto, Director and interim President and Chief Executive Officer from January 2016 to June 2016); Chief Executive Officer and Co-Founder of Stone Harbor Investment Partners, 2006 to 2012.   130   Liberty All-Star Funds (2)

Michael B. Clement

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104

(1957)

  Trustee   January
2019 to present
  Professor of Accounting, University of Texas, 2011 to present; Department of Accounting Chair, September 2018 to present.   130   New York Mortgage Trust

Donald E. Foley

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104

(1951)

  Trustee  

January

2014 to present

 

Retired. Previously, Chairman of the Board and Chief Executive Officer, Wilmington Trust Corporation, 2010 to 2011; Senior Vice President, Treasurer and Director of Tax, ITT Corporation, 1996 to 2010.

  130   BioSig Technologies, Inc.; Wilmington Funds (12)

Christopher P.A. Komisarjevsky

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104

(1945)

  Trustee  

March

1997 to present

  Retired. Previously, Senior Counselor for APCO Worldwide® (global communications consulting) and member of its International Advisory Council, 2006 to 2008; President and Chief Executive Officer, Burson-Marsteller Worldwide (public relations), 1998 to 2005.   130   None.

H. Thomas McMeekin

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104

(1953)

  Trustee  

January

2014 to present

  Managing Partner and Founder, Griffin Investments, LLC, 2000 to present; CEO of Blue Key Services, LLC., 2015 to present; previously, Chief Investment Officer, AIG Life & Retirement and United Guaranty Corporation and Senior Managing Director of AIG Asset Management, 2009 to 2012.   130   None.

Gloria D. Reeg

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104

(1951)

  Trustee  

April

2017 to present

  Retired. Previously, Chief Investment Officer and Senior Vice President, New York-Presbyterian Hospital, 2007 to 2016.   130   None.

 

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Name, Address and
Year of Birth
  Position(s)
Held With
the Trust
  Term of
Office** and
Length of
Time Served
 

Principal Occupation(s)

During Past 5 Years

 

Number of
Portfolios

in Fund
Complex
Overseen

by Trustee†

  Other Directorships
Held by Trustee

Gary S. Schpero

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104
(1953)

  Chairman of the Board   Independent Trustee, May 2000 to present; Lead Independent Trustee, September 2011 to September 2017; Chairman of the Board, October 2017 to present.   Retired. Prior to January 1, 2000, Partner of Simpson Thacher & Bartlett (law firm) and Managing Partner of the Investment Management and Investment Company Practice Group.   130   Blackstone Funds (4)

Kathleen Stephansen

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104

(1954)

  Trustee   January 2019 to present   Senior Economist, Haver Analytics, 2019 to present; Senior Economic Advisor, Boston Consulting Group, 2018 to 2019 and in 2016; Chief Economist, Huawei Technologies USA Inc., 2016 to 2018; various positions at American International Group, including Chief Economist and Senior Managing Director and Senior Investment Strategies and Global Head of Sovereign Research – AIG Asset Management from 2010 to 2016.   130   None.

Caroline L. Williams

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, NY

10104

(1946)

  Trustee  

January

2012 to

present

  Retired. Previously, Executive Vice President, Nathan Cummings Foundation (non-profit organization), July 2010 to December 2012 (and, prior thereto, Consultant from May 2005 to December 2007 and Chief Financial and Investment Officer from May 2001 to May 2005); Managing Director, Donaldson, Lufkin & Jenrette Securities Corporation (investment bank), 1988 to 1992 (and, prior thereto, various other positions from 1971 to 1988).   130   None.

 

 

*

Affiliated with the Adviser and/or the Distributor.

**

Each Trustee serves during the lifetime of the Trust until he or she dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. The Board has adopted a policy that currently provides that each Independent Trustee shall retire from the Board as of the last day of the calendar year in which he or she attains the age of 75 years. The Trust’s retirement policy is subject to periodic review by the Trust’s Governance Committee, which may recommend for Board approval any changes to the policy that it determines to be appropriate.

 

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The registered investment companies in the fund complex include the Trust, EQ Premier VIP Trust, and the 1290 Funds. Mr. Joenk serves as Trustee, President and Chief Executive Officer for each of the registered investment companies in the fund complex, except for the 1290 Funds, for which he serves as Trustee and Chief Executive Officer. Mr. Schpero serves as Chairman of the Board for each such registered investment company.

Qualifications and Experience of the Trustees

In determining that a particular Trustee is qualified to serve as a Trustee, the Board considered a wide variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have diverse and complementary qualifications, experience, attributes, and skills, which allow the Board to operate effectively in governing the Trust and protecting the interests of the Trust’s portfolios’ shareholders. Information about certain of the specific qualifications and experience of each Trustee relevant to the Board’s conclusion that the Trustee should serve as a Trustee of the Trust is set forth in the table above. Set forth below are certain additional qualifications, experience, attributes, and skills of each Trustee that the Board believes support a conclusion that the Trustee should serve as a Trustee of the Trust in light of the Trust’s business activities and structure.

Interested Trustee

Steven M. Joenk — Mr. Joenk has a background in the financial services industry, senior management experience with multiple insurance companies, investment management firms and investment companies and multiple years of service as an officer, Trustee and former Chairman of the Board of the Trust and other registered investment companies, including other registered investment companies in the fund complex.

Independent Trustees

Mark A. Barnard — Mr. Barnard has senior management and investment experience with endowments and foundations, multiple years of service on limited partner advisory boards and on the boards of pension entities and an investment company, and multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex. Prior to his election to the Board of Trustees of the Trust, Mr. Barnard had served as a consultant to the Boards of Trustees of the Trust and another registered investment company in the fund complex since April 1, 2016.

Thomas W. Brock — Mr. Brock has a background in the financial services industry, senior management experience with financial services and investment management firms and multiple years of service on the boards of public companies and organizations and investment companies, and multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex.

Michael B. Clement — Mr. Clement has a background in the financial services industry, background as an accounting scholar and professor, multiple years of service on the board of a real estate investment trust, and multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex. Prior to his election to the Board of Trustees of the Trust, Mr. Clement had served as a consultant to the Boards of Trustees of the Trust and other registered investment companies in the fund complex since September 1, 2018.

Donald E. Foley — Mr. Foley has a background in the financial services industry, experience in senior management positions with financial services firms, multiple years of service on the boards of public and private companies and organizations, and multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex.

Christopher P.A. Komisarjevsky — Mr. Komisarjevsky has experience in senior management positions with global firms providing business consulting services and multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex.

H. Thomas McMeekin — Mr. McMeekin has a background in the financial services industry, has held senior management positions with insurance companies, has multiple years of service on the boards of public and

 

83


private companies and organizations, and has multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex.

Gloria D. Reeg — Ms. Reeg has a background in the financial services industry, senior management and investment experience with investment management firms, a national foundation, and endowment and retirement assets for a top-ranked research hospital, multiple years of service on the board of a national foundation, and multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex. Prior to her election to the Board of Trustees of the Trust, Ms. Reeg had served as a consultant to the Boards of Trustees of the Trust and another registered investment company in the fund complex since January 1, 2016.

Gary S. Schpero — Mr. Schpero has experience as the managing partner of the investment management practice group at a large international law firm and multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex, as well as other unaffiliated investment companies.

Kathleen Stephansen — Ms. Stephansen has a background in the financial services industry, background as an economist, senior management experience with a large financial services firm, and multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex. Prior to her election to the Board of Trustees of the Trust, Ms. Stephansen had served as a consultant to the Boards of Trustees of the Trust and other registered investment companies in the fund complex since September 1, 2018.

Caroline L. Williams — Ms. Williams has a background in the financial services industry, senior management experience with an investment banking firm, multiple years of service on the boards of public and private companies and organizations, and multiple years of service as a Trustee of the Trust and other registered investment companies in the fund complex.

Board Structure.    The Board currently is comprised of 11 Trustees, 10 of whom are not “interested persons” (as that term is defined in the 1940 Act) of the Trust (“Independent Trustees”). The Board has appointed Gary S. Schpero to serve as Chairman of the Board. The Chairman of the Board is recommended by the Trust’s Governance Committee and approved by the full Board. The Chairman of the Board presides at meetings of the Trustees and shall have such other powers and perform such other duties as may be from time to time assigned to him by the Trustees or prescribed by the Trust’s Declaration of Trust or By-laws.

The Board holds seven regular meetings each year to consider and address matters involving the Trust and its portfolios. The Board also may hold special meetings to address matters arising between regular meetings. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. These meetings may take place in-person, by videoconference, or by telephone.

The Board has established a committee structure that includes an Audit Committee, a Governance Committee, and an Investment Committee (which is divided into sub-committees), discussed in more detail in the “Committees of the Board” section of this SAI. All Independent Trustees are members of each Committee. The Board believes that this structure allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly and believes that its leadership structure, including the appointment of an Independent Trustee to serve in the role of Chairman of the Board, is appropriate given the asset size of the Trust, the number of portfolios offered by the Trust and the other registered investment companies in the fund complex, the number of Trustees overseeing the Trust and the other registered investment companies in the fund complex, and the Board’s oversight responsibilities, as well as the Trust’s business activities, manager of managers advisory structure and its use as an investment vehicle in connection with the Contracts and retirement plans.

Risk Oversight.    The management of various risks relating to the administration and operation of the Trust and its portfolios is the responsibility of the Adviser and the other service providers, including any Sub-Advisers,

 

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retained by the Trust or the Adviser, many of whom employ professional personnel who have risk management responsibilities. Consistent with its responsibility for oversight of the Trust and its portfolios, the Board, among other things, oversees risk management of each portfolio’s investment program and business affairs directly and through the committee structure that it has established. Risks to the portfolios include, among others, investment risk, credit risk, liquidity risk, valuation risk, operational risk, litigation risk, regulatory risk, reputational risk, and compliance risk as well as the overall business and disclosure risks relating to the portfolios and the Trust and the risk of conflicts of interest affecting the Adviser (or its affiliates) in managing the portfolios. The Board has adopted, and periodically reviews, policies and procedures designed to address certain risks. Under the overall supervision of the Board, the Adviser and other service providers to the portfolios also have implemented a variety of processes, procedures and controls to address certain risks. Different processes, procedures and controls are employed with respect to different types of risks. These processes include those that are embedded in the conduct of regular business by the Board and in the responsibilities of officers of the Trust and other service providers. The Board recognizes that not all risks that may affect the portfolios can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the portfolios’ goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness.

The Board oversees risk management activities in part through receipt and review by the Board or its committees of regular and special reports, presentations and other information from officers of the Trust and from other service providers. The Board requires senior officers of the Trust, including the President, Chief Financial Officer, Chief Investment Officer, CCO and Director of Risk, to report to the full Board on a variety of matters at regular and special meetings of the Board, including matters relating to risk management. The Chief Financial Officer also reports regularly to the Board and to the Audit Committee on the Trust’s internal controls and accounting and financial reporting policies and practices. The Board and the Audit Committee also receive regular reports from the Trust’s independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Board meets with the Trust’s CCO, including meetings in executive session, to discuss issues related to portfolio compliance and, on at least an annual basis, receives a report from the CCO regarding the effectiveness of the Trust’s compliance program. In addition, the Board receives reports from the Adviser on the investments and securities trading of the portfolios, as well as reports from the Valuation Committee (discussed below in the section “Purchase, Redemption and Pricing of Shares”) regarding the valuation of those investments. Additionally, the Board meets regularly with the Director of Risk with respect to the Adviser’s risk management framework, risk monitoring and reporting. The Board also receives reports from the Trust’s primary service providers on a periodic or regular basis, including Sub-Advisers to the portfolios, as well as the Trust’s custodian, distributor, administrator and sub-administrator. The Board also requires the Adviser to report to the Board on other matters relating to risk management on a regular and as-needed basis. Most of the portfolios’ operations are carried out by various service providers; the Board’s oversight of the risk management processes of those service providers, including processes to address business continuity, cybersecurity and other operational issues, is inherently limited.

Committees of the Board

The Audit Committee’s function is to oversee the Trust’s accounting and financial reporting policies and practices and its internal controls, oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof, and act as a liaison between the Trust’s independent accountants and the Board. To carry out its function, the Audit Committee, among other things, selects, retains or terminates the Trust’s independent accountants and evaluates their independence; meets with the Trust’s independent accountants as necessary to review and approve the arrangements for and scope of the audit and to discuss and consider any matters of concern relating to the Trust’s financial statements and the Trust’s financial reporting and controls; and approves the fees charged by the independent accountants for audit and non-audit services and, to the extent required by applicable law, any non-audit services proposed to be performed for the Trust by the independent accountants. The Audit Committee held four (4) meetings during the fiscal year ended December 31, 2020. Ms. Williams serves as the Chair of the Audit Committee.

 

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The Governance Committee’s functions are to consider the size and structure of the Board and other governance matters; evaluate and nominate candidates for Independent Trustee membership on the Board and for membership on any Board committees; review the compensation arrangements for each of the Independent Trustees; provide oversight of the Trust’s CCO; and review the independence of counsel to the Independent Trustees. The Governance Committee also assists the Board in selecting, appointing, and evaluating the Trust’s CCO, and meets in executive session from time to time with the Adviser to discuss the CCO’s performance and the effectiveness of the Trust’s compliance program. The Governance Committee will not consider nominees as Trustees recommended by Contract owners. The Governance Committee held three (3) meetings during the fiscal year ended December 31, 2020. Mr. McMeekin serves as the Chair of the Governance Committee.

The Investment Committee’s function is to assist the Board in its oversight of Portfolio investment operations and performance. The Investment Committee is primarily responsible for overseeing and guiding the process by which the Board reviews Portfolio performance and interfacing with personnel at the Adviser and the Sub-Advisers responsible for portfolio management. In addition, three sub-groups of the Investment Committee, comprised of Independent Trustees, meet individually and engage in extensive discussions, along with management representatives and outside legal counsel, with Sub-Advisers during in-person or videoconference presentations made throughout the year. The Investment Committee held five (5) meetings during the fiscal year ended December 31, 2020. Ms. Reeg and Messrs. Brock and Foley serve as the co-Chairs of the Investment Committee.

Compensation of the Trustees

For services to the Trust and EQ Premier VIP Trust, each Independent Trustee receives an annual retainer of $390,000, payable quarterly, which covers all regular, committee, and special meetings. In addition, the Chairman of the Board receives an annual retainer of $155,000; the Chair of the Audit Committee receives an annual retainer of $35,000; the Chair of the Governance Committee receives an annual retainer of $35,000; and each of the co-Chairs of the Investment Committee receives an annual retainer of $35,000. Independent Trustees also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with serving as an Independent Trustee, including expenses associated with attending Board or Committee meetings.

 

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Trustee Compensation

for the Year Ended December 31, 20201

 

Trustee    

Aggregate
Compensation
from the Trust
 
 
 
   



Pension or
Retirement
Benefits Accrued
As Part of
Trust Expenses
 
 
 
 
 
   

Estimated Annual
Benefits Upon
Retirement
 
 
 
   



Total
Compensation
from Trust and
Fund Complex Paid
to Trustees2
 
 
 
 
 
 
Interested Trustee

 

         

Steven M. Joenk

  $         0     $ 0     $ 0     $         0  
 
Independent Trustees

 

         

Mark A. Barnard

  $ 335,769     $ 0     $ 0     $ 392,000  
         

Thomas W. Brock

  $ 365,902     $ 0     $ 0     $ 427,000  
         

Michael B. Clement

  $ 335,769     $ 0     $ 0     $ 392,000  
         

Donald E. Foley

  $ 365,902     $ 0     $ 0     $ 427,000  
         

Christopher P.A. Komisarjevsky

  $ 365,902     $ 0     $ 0     $ 427,000  
         

H. Thomas McMeekin

  $ 365,902     $ 0     $ 0     $ 427,000  
         

Gloria D. Reeg

  $ 335,769     $ 0     $ 0     $ 392,000  
         

Gary S. Schpero

  $ 469,216     $ 0     $ 0     $ 547,000  
         

Kathleen Stephansen

  $ 335,769     $ 0     $ 0     $ 392,000  
         

Caroline L. Williams

  $ 365,902     $         0     $         0     $ 427,000  

 

1

The compensation reported in this table reflects the compensation arrangements in effect during the year ended December 31, 2020.

 

2

The amounts reported in this column reflect the total compensation paid to each Trustee for his or her service as a Trustee of 129 series of the Trust, the 1290 Funds, and EQ Premier VIP Trust.

 

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As of December 31, 2020, no Independent Trustee or members of his or her immediate family beneficially owned or owned of record securities representing interests in the Adviser, Sub-Advisers or Distributor of the Trust, or any person controlling, controlled by or under common control with such persons. For this purpose, “immediate family member” includes the Independent Trustee’s spouse, children residing in the Independent Trustee’s household and dependents of the Trustee. Furthermore, the Trustees of the Trust did not beneficially own shares of any portfolio of the Trust or of portfolios overseen in the same family of investment companies, except as set forth in the following table:

Trustee Ownership of Equity Securities

as of December 31, 2020

 

Name of Trustee   Dollar Range
of Equity Securities in the Portfolios
  Aggregate Dollar Range of  Equity
Securities in All Portfolios Overseen
in Family of Investment
Companies*
   
Interested Trustee            
Steven M. Joenk   None   E
   
Independent Trustees            
Mark A. Barnard   None   C
Thomas W. Brock   None   C
Michael B. Clement   None   D
Donald E. Foley   None   C
Christopher P. A. Komisarjevsky   None   D
H. Thomas McMeekin   None   C
Gloria D. Reeg   None   D
Gary S. Schpero   None   C
Kathleen Stephansen   None   C
Caroline L. Williams   None   C

 

*

This column reflects information regarding ownership of equity securities issued by portfolios in the Trust, the 1290 Funds, and EQ Premier VIP Trust.

A = None; B = $1 - $10,000; C = $10,001 - $50,000; D = $50,001 - $100,000; E = over $100,000

The Independent Trustees are not permitted to invest directly in shares issued by portfolios of the Trust because the shares are currently sold only to insurance company separate accounts in connection with Contracts issued by Equitable Financial, or other affiliated or unaffiliated insurance companies; to The Equitable 401(k) Plan; and to other tax-qualified retirement plans and other investors eligible under applicable federal tax regulations. Mr. Joenk owns shares of one or more of the portfolios of the Trust indirectly through a Contract.

 

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The Trust’s Officers

No officer of the Trust, other than the Chief Compliance Officer, receives any compensation paid by the Trust. Each officer of the Trust is an employee of Equitable Financial, EIM, and/or Equitable Distributors, LLC (“Equitable Distributors”). The Trust’s principal officers are:

 

Name, Address and
Year of  Birth
  Position(s) Held
With the Trust*
  Term of Office**
and Length of
Time Served
  Principal Occupation(s)
During  Past 5 Years

Steven M. Joenk

1290 Avenue of the Americas,

New York, New York 10104

(1958)

  Trustee, President and Chief Executive Officer  

Trustee from September

2004 to present; Chief Executive Officer from December 2002 to present; President from December 2002 to present; and Chairman of the Board from September 2004 through September 2017.

  From May 2011 to present, Chairman of the Board, Chief Executive Officer and President, EIM; from July 2021 to present, Chairman of the Board, Chief Executive Officer and President, Equitable Investment Management, LLC; from April 2017 to 2019, Senior Vice President and Chief Investment Officer of AXA Financial, Inc.; from April 2017 to present, Chief Investment Officer and from September 1999 to present, Managing Director, Equitable Financial.

William MacGregor, Esq.

1290 Avenue of the Americas,

New York, New York 10104

(1975)

  Chief Legal Officer, Senior Vice President and Secretary   Senior Vice President and Secretary from August 2018 to present; Chief Legal Officer from October 2018 to present   From August 2018 to present, Managing Director and Associate General Counsel of Equitable Financial; Executive Vice President, General Counsel and Secretary of EIM; from July 2021 to present, Executive Vice President, General Counsel and Secretary of Equitable Investment Management, LLC; from January 2017 to June 2018, Executive Director and Deputy General Counsel at UBS Business Solutions LLC; from July 2015 to June 2018, Executive Director and Deputy General Counsel at UBS Asset Management (Americas) Inc.; from June 2012 to July 2015, Senior Vice President, Secretary and Associate General Counsel of EIM; from May 2008 to July 2015, Lead Director and Associate Counsel of Equitable Financial.

Brian Walsh

1290 Avenue of the Americas,

New York, New York 10104

(1968)

  Chief Financial Officer and Treasurer   From
June 2007
to present
  From May 2011 to present, Senior Vice President of EIM; from July 2021 to present, Senior Vice President of Equitable Investment Management, LLC; from February 2011 to present, member of the Board of Directors of EIM; from February 2003 to present, Lead Director of Equitable Financial.

Joseph J. Paolo***

1290 Avenue of the Americas,

New York, New York 10104

(1970)

  Chief Compliance Officer, Vice President and Anti- Money Laundering Compliance Officer   Chief Compliance Officer from May 2007 to present, Vice President and Anti- Money Laundering Compliance Officer from December 2005 to present   From June 2007 to present, Chief Compliance Officer of EIM; from May 2011 to present, Senior Vice President of EIM; from July 2021 to present, Vice President and Chief Compliance Officer of Equitable Investment Management, LLC; from June 2007 to present, Lead Director of Equitable Financial.

Kenneth Kozlowski

1290 Avenue of the Americas,

New York, New York 10104

(1961)

  Senior Vice President and Chief Investment Officer   Vice President from June 2010 to June 2016; Senior Vice President and Chief Investment Officer from June 2016 to present   From June 2012 to present, Executive Vice President and Chief Investment Officer of EIM; from July 2021 to present, Executive Vice President of Equitable Investment Management, LLC; from May 2011 to June 2012, Senior Vice President of EIM; from September 2011 to present, Managing Director of Equitable Financial; from February 2001 to September 2011, Vice President of Equitable Financial.

Alwi Chan

1290 Avenue of the Americas,

New York, New York 10104

(1974)

 

Vice President and Deputy Chief Investment Officer

 

Vice President from June 2007 to present; Deputy Chief Investment Officer from June 2016 to present

  From June 2012 to present, Senior Vice President and Deputy Chief Investment Officer of EIM; from May 2011 to June 2012, Vice President of EIM; from February 2007 to present, Lead Director of Equitable Financial.

 

89


Name, Address and
Year of  Birth
  Position(s) Held
With the Trust*
  Term of Office**
and Length of
Time Served
  Principal Occupation(s)
During  Past 5 Years

Bradley Tobin

1290 Avenue of the Americas,

New York, New York 10104

(1974)

  Vice President — Director of Risk  

From

March 2019

to present

  From January 2019 to present, Vice President of EIM; from July 2021 to present, Vice President of Equitable Investment Management, LLC; from January 2019 to Present, Director, Risk Management, Equitable Financial; from March 2007 to January 2017, Vice President, Investment Management, Prudential Financial, Inc.; from March 2005 to January 2017, Vice President, AST Investment Services, Inc.; from March 2016 to January 2017, Vice President, Prudential Investments LLC.

Carla Byer

1290 Avenue of the Americas,

New York, New York 10104

(1976)

  Vice President  

From

June 2017

to present

  From April 2017 to present, Vice President of EIM; from July 2021 to present, Vice President of Equitable Investment Management, LLC; from April 2014 to August 2016, Senior Vice President, Zealot Networks; from September 2008 to April 2012, Vice President of EIM.

Michal Levy

1290 Avenue of the Americas,

New York, New York 10104

(1979)

  Senior Vice President  

From

September 2019

to present

  From December 2014 to present, member of the Board of Directors and from March 2017 to present, Senior Vice President and Chief Operating Officer of EIM; from July 2021 to present, Executive Vice President and Chief Operating Officer of Equitable Investment Management, LLC; from June 2014 to March 2017, Vice President of EIM; from April 2017 to present, Lead Director and from October 2013 to March 2017, Senior Director of Equitable Financial; from October 2011 to October 2013, Assistant Vice President of Equitable Financial.

James Kelly

1290 Avenue of the Americas,

New York, New York 10104

(1968)

  Controller   From
June 2007
to present
  From May 2011 to present, Vice President of EIM; from July 2021 to present, Vice President of Equitable Investment Management, LLC; from September 2008 to May 2019, Senior Director and from June 2019 to present, Lead Director of Equitable Financial.

Miao Hu

1290 Avenue of the Americas,

New York, New York 10104

(1978)

  Vice President  

From

June 2016

to present

  From May 2016 to present, Assistant Portfolio Manager and from June 2016 to present, Vice President of EIM; from November 2013 to December 2014, Lead Manager and from December 2014 to present, Director of Portfolio Analytics of EIM.

Kevin McCarthy

1290 Avenue of the Americas,

New York, New York 10104

(1983)

  Vice President  

From

September 2019

to present

  From December 2018 to present, Assistant Portfolio Manager and a Director of Equitable Financial; from August 2015 to November 2018, Lead Manager of Equitable Financial; from October 2013 to August 2015, Senior Quantitative Analyst at Aviva Investors.

Xavier Poutas

1290 Avenue of the Americas,

New York, New York 10104

(1977)

  Vice President  

From

June 2016

to present

  From May 2011 to present, Assistant Portfolio Manager and from June 2016 to present, Vice President of EIM; from November 2008 to August 2013, Director, from September 2013 to September 2018, Senior Director, and from October 2018 to present, Lead Director of Equitable Financial.

Victoria Zozulya, Esq.

1290 Avenue of the Americas,

New York, New York, 10104

(1983)

  Vice President and Assistant Secretary  

From

December 2018

to present

  From September 2018 to present, Senior Director and Counsel of Equitable Financial; from July 2021 to present, Vice President, Assistant Secretary and Associate General Counsel of Equitable Investment Management, LLC; and from March 2014 to August 2018, Vice President and Assistant General Counsel, Neuberger Berman.

 

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Name, Address and
Year of  Birth
  Position(s) Held
With the Trust*
  Term of Office**
and Length of
Time Served
  Principal Occupation(s)
During  Past 5 Years

Maureen E. Kane, Esq.

1290 Avenue of the Americas,

New York, New York 10104

(1962)

  Vice President and Assistant Secretary  

From

March 2019

to present

  From February 2019 to present, Lead Director and Associate General Counsel of Equitable Financial; from July 2021 to present, Senior Vice President, Assistant Secretary and Associate General Counsel of Equitable Investment Management, LLC; from July 2014 to February 2019, Managing Director and Managing Counsel of The Bank of New York Mellon.

Artemis Brannigan

1290 Avenue of the Americas,

New York, New York 10104

(1974)

  Vice President  

From

September 2019

to present

  From August 2019 to present, Senior Director of Equitable Financial; from July 2021 to present, Vice President of Equitable Investment Management, LLC; from January 2016 to July 2019, Director of Prudential Financial; from October 2006 to December 2015, Vice President of BlackRock.

Helen Lai

1290 Avenue of the Americas,

New York, New York 10104

(1973)

  Assistant Vice President  

From

June 2016

to present

  From February 2019 to present, Director and from March 2013 to January 2019, Pricing and Valuation-Compliance of EIM and Senior Manager of Equitable Financial.

Roselle Ibanga

1290 Avenue of the Americas,

New York, New York 10104

(1978)

  Assistant Controller  

From

March 2009

to present

  From February 2009 to present, Director of Equitable Financial.

Lisa Perrelli

1290 Avenue of the Americas,

New York, New York 10104

(1974)

  Assistant Controller  

From

March 2009

to present

  From November 2012 to present, Senior Director of Equitable Financial.

Jennifer Mastronardi

1290 Avenue of the Americas,

New York, New York 10104

(1985)

  Assistant Vice President  

From

March 2012

to present

  From December 2018 to present, Senior Director and from February 2009 to November 2018, Director of Equitable Financial; from April 2015 to present, Vice President of EIM; from July 2021 to present, Vice President of Equitable Investment Management, LLC.

Helen Espaillat

1290 Avenue of the Americas,

New York, New York 10104

(1963)

  Assistant Secretary   From
March 2009
to present
  From April 2018 to present, Director and Assistant Secretary and from July 2004 to March 2018, Lead Manager/Legal Assistant of Equitable Financial; and from March 2015 to present, Assistant Vice President and Assistant Secretary of EIM; from July 2021 to present, Assistant Vice President and Assistant Secretary of Equitable Investment Management, LLC.

Lorelei Fajardo

1290 Avenue of the Americas,

New York, New York 10104

(1978)

  Assistant Secretary   From
June 2016
to present
  From March 2020 to present, Lead Manager/Legal Assistant and from July 2013 to February 2020, Senior Manager/ Legal Assistant of Equitable Financial.

Cheryl Cherian

1290 Avenue of the Americas,

New York, New York 10104

(1979)

  Assistant Secretary   From
June 2019
to present
  From April 2019 to present, Lead Manager – Legal Assistant of Equitable Financial; from November 2016 to March 2018, Compliance Associate at Manifold Fund Advisors; from 2009 to 2015, R&D scientist at Actavis.

Monica Giron

1290 Avenue of the Americas,

New York, New York 10104 (1976)

  Assistant Secretary   From
July 2019
to present
  From June 2019 to present, Lead Manager-Senior Legal Assistant of Equitable Financial; from August 2015 to May 2019, Senior Paralegal at Gemini Fund Services.

 

*

The officers in the table above hold similar positions with EQ Premier VIP Trust and the 1290 Funds, the other registered investment companies in the fund complex.

**

Each officer is elected on an annual basis.

***

During the fiscal year ended December 31, 2020, the three trusts in the fund complex reimbursed EIM for $248,900 of the Chief Compliance Officer’s compensation, including $213,933 reimbursed by the Trust.

As of                     , 2021, the Trustees and officers of the Trust, as a group, owned less than 1% of the outstanding shares of any class of any portfolio of the Trust.

 

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Control Persons and Principal Holders of Securities

Equitable Financial may be deemed to be a control person with respect to the Trust by virtue of its ownership of a substantial majority of the Trust’s shares as of March 31, 2021. Shareholders owning more than 25% of the outstanding shares of a Portfolio may be able to determine the outcome of most issues that are submitted to shareholders for a vote.

As a “series” type of mutual fund, the Trust issues separate series of shares of beneficial interest with respect to each Portfolio. Each Portfolio resembles a separate fund issuing separate classes of stock. Because of current federal securities law requirements, the Trust expects that its shareholders will offer Contract owners the opportunity to instruct shareholders as to how shares allocable to Contracts will be voted with respect to certain matters, such as approval of investment advisory agreements.

To the Trust’s knowledge, as of the date of this SAI, the Adviser owned 100% of the outstanding shares of each Portfolio, which represents the Adviser’s seed investment in the Portfolio to facilitate the start of the Portfolio’s investment operations. To the Trust’s knowledge, as of the date of this SAI, no other person was entitled to give voting instructions regarding 5% or more of the outstanding securities of any Portfolio.

INVESTMENT MANAGEMENT AND OTHER SERVICES

The Adviser

EIM currently serves as the investment adviser for each Portfolio. AllianceBernstein L.P. (“AllianceBernstein” or a “Sub-Adviser”) serves as investment sub-adviser to the EQ/AB Sustainable U.S. Thematic Portfolio.

EIM is a wholly-owned subsidiary of Equitable Financial Life Insurance Company (“Equitable Financial”). Equitable Financial, which is a New York life insurance company and one of the largest life insurance companies in the U.S., is a wholly owned subsidiary of Equitable Holdings, Inc. (“Equitable Holdings”), which is a publicly-owned company. The principal offices of EIM, Equitable Financial and Equitable Holdings are located at 1290 Avenue of the Americas, New York, New York 10104.

The Adviser serves as the investment adviser of the Trust pursuant to an Investment Advisory Agreement with respect to the Portfolios (an “Advisory Agreement”). Subject to the general supervision and control of the Trustees of the Trust, under the Advisory Agreement, the Adviser will provide a continuous investment program for each Portfolio and will determine what securities and other investments will be purchased, retained, sold or loaned by each Portfolio and what portion of such assets will be invested or held uninvested as cash in accordance with each Portfolio’s investment objectives, policies and restrictions as stated in the Trust’s governing documents and such Portfolio’s then-current Prospectus and SAI. The Advisory Agreement also provides that the Adviser will monitor the implementation of each Portfolio’s investment program and assess each Portfolio’s investment objectives and policies, composition, investment style and investment process. From time to time, as requested by the Trustees of the Trust or deemed necessary or appropriate by the Adviser, the Adviser will (i) develop and evaluate strategic initiatives with respect to the Trust and its Portfolios; (ii) make recommendations to the Trustees of the Trust regarding the investment program of the Trust and its Portfolios, including any changes to Portfolio investment objectives and policies; (iii) coordinate and/or implement strategic initiatives approved by the Trustees of the Trust; and (iv) prepare and provide reports to the Trustees of the Trust on the impact of such strategic initiatives on the Trust and its Portfolios. Additionally, the Advisory Agreement provides that the Adviser, unless and until otherwise directed by the Trustees of the Trust, will exercise all rights of security holders with respect to securities held by each Portfolio, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held), and exercising rights in the context of a bankruptcy or other reorganization. Under the Advisory Agreement, the Adviser will be responsible for effecting transactions for each Portfolio and selecting brokers or dealers to execute such transactions for each Portfolio. In the selection of brokers or dealers and the placement of orders for the purchase and sale of portfolio investments for each Portfolio, the Adviser will use its best efforts to obtain for each Portfolio the best execution available.

 

92


The Advisory Agreement also provides that the Adviser will furnish to the Trustees of the Trust such statistical information and periodic and special reports as the Trustees may reasonably request, and will apprise the Trustees of the Trust of important developments materially affecting each Portfolio (or any portion of a Portfolio). The Advisory Agreement also provides that, in accordance with procedures and methods established by the Trustees of the Trust, the Adviser shall provide reasonable assistance in determining the fair value of all securities and other investments/assets in the Portfolios, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price from a party independent of the Adviser for each security or other investment/asset in the Portfolios for which market prices are not readily available. The Advisory Agreement also provides that the Adviser shall cooperate with and provide reasonable assistance to the Trust’s administrator, custodian and foreign custodians, transfer agent and pricing agents, and all other agents and representatives of the Trust, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. The Advisory Agreement also provides that the Adviser will provide information and reasonable assistance, other than services of outside counsel or independent accountants or services to be provided by any Sub-Adviser or otherwise covered under the terms of a separate agreement between the Adviser and the Trust, in connection with the Trust’s preparation of all registration statements and prospectuses, prospectus supplements, and SAIs; all annual, semi-annual, and periodic reports to shareholders of the Trust, regulatory authorities, or others; all notices and proxy solicitation materials furnished to shareholders of the Trust or regulatory authorities; and all tax returns.

The Advisory Agreement also permits, subject always to the direction and control of the Trustees of the Trust, the Adviser to delegate any of its duties with respect to one or more Portfolios to a Sub-Adviser. Under the Advisory Agreement, the Adviser has, with respect to a Sub-Advised Portfolio, (i) overall supervisory responsibility for the general management and investment of the Portfolio’s assets; (ii) full discretion to select new or additional Sub-Advisers for the Portfolio; (iii) full discretion to enter into and materially modify existing Sub-Advisory Agreements with Sub-Advisers; and (iv) full discretion to terminate and replace any Sub-Adviser. In connection with the Adviser’s responsibilities under the Advisory Agreement, the Adviser will oversee the performance of delegated functions by a Sub-Adviser, assess a Sub-Advised Portfolio’s investment focus, and furnish the Trustees of the Trust with periodic reports concerning the performance of delegated responsibilities by a Sub-Adviser. The Adviser will also allocate and reallocate the assets of a Sub-Advised Portfolio, or a portion thereof, to be managed by one or more Sub-Advisers for such Portfolio and coordinate the activities of all Sub-Advisers. In addition, the Adviser will monitor a Sub-Adviser’s implementation of the investment program established by the Adviser with respect to any Portfolio (or portions of any Portfolio) under the management of such Sub-Adviser. The Adviser will also cause a Sub-Adviser (i) to furnish to the Board such statistical information, with respect to the investments that a Portfolio (or portions of a Portfolio) may hold or contemplate purchasing, as the Board may reasonably request, (ii) to furnish to the Board such periodic and special reports as the Board may reasonably request; and (iii) to apprise the Board of important developments materially affecting a Portfolio (or any portion of a Portfolio) and furnish the Trust, from time to time, with such information as may be appropriate for this purpose. In addition, the Adviser will take reasonable steps to ensure that a Sub-Adviser furnishes to third-party data reporting services all currently available standardized performance information and other customary data. The Adviser will also be responsible for compensating a Sub-Adviser in the manner specified in the Sub-Advisory Agreement.

With respect to the Equitable Growth MF/ETF Portfolio and Equitable Moderate Growth MF/ETF Portfolio, the Adviser will: (i) provide investment management and advisory services; (ii) render investment advice concerning the Underlying Portfolios and Underlying ETFs in which to invest and the appropriate allocations for each Portfolio; (iii) apprise the Trust of developments materially affecting the Portfolios; and (iv) carry out the directives of the Board.

 

93


Under the Advisory Agreement, the Adviser also is required to furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:

 

 

Office space, all necessary office facilities and equipment.

 

 

Necessary executive and other personnel, including personnel for the performance of clerical and other office functions, exclusive of those functions

 

   

related to and to be performed under the Trust’s contract or contracts for administration, custodial, accounting, bookkeeping, transfer and dividend disbursing agency or similar services by any entity, including the Adviser or its affiliates, selected to perform such services under such contracts; or

 

   

related to the investment advisory services to be provided by any Sub-Adviser pursuant to a sub-advisory agreement with the Adviser (“Sub-Advisory Agreement”).

The Advisory Agreement also requires the Adviser (or its affiliates) to pay all salaries, expenses, and fees of the Trustees and officers of the Trust who are affiliated with the Adviser or its affiliates. However, the Trust pays compensation of the CCO that the Adviser is not obligated to pay under the Advisory Agreement. Amounts paid by the Trust to the CCO during the last fiscal year are described above in the section entitled “The Trust’s Officers.”

The Advisory Agreement also specifically provides that the Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Advisory Agreement relates, but will be liable only for willful misconduct, bad faith, gross negligence, or reckless disregard of its duties or its failure to exercise due care in rendering its services to the Trust under such Agreement.

After an initial two year period, the continuance of the Advisory Agreement, with respect to each Portfolio, must be specifically approved at least annually (i) by the Trust’s Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Portfolio and (ii) by vote of a majority of the Trustees who are not parties to the Advisory Agreement or “interested persons” (as defined in the 1940 Act) of any such party cast in person (or as otherwise permitted under the 1940 Act) at a meeting called for such purpose. The Advisory Agreement with respect to each Portfolio may be terminated at any time, without the payment of any penalty, (i) by the Trust upon the vote of a majority of the Trustees, including a majority of the Independent Trustees, or by vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of such Portfolio upon sixty (60) days’ written notice to the Adviser or (ii) by the Adviser upon sixty (60) days’ written notice to the Trust. The Advisory Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).

Each Portfolio pays a fee to the Adviser for its services. The Adviser and the Trust have also entered into an expense limitation agreement with respect to each Portfolio as set forth in the Prospectuses (“Expense Limitation Agreement”), pursuant to which the Adviser has agreed to waive or limit its and its affiliates’ management, administrative and other fees and to assume other expenses so that the net annual operating expenses (with certain exceptions as set forth in the Prospectuses) of each Portfolio are limited to the extent described in the “More Information on Fees and Expenses-Expense Limitation Agreement” section of the Prospectuses.

In addition to the management fees, the Trust pays all expenses not assumed by the Adviser or by a Sub-Adviser, including without limitation: fees and expenses of its independent accountants and of legal counsel for itself and the Trust’s Independent Trustees; the costs of preparing, setting in type, printing and mailing of prospectuses, prospectus supplements, statements of additional information, annual, semiannual and periodic reports, and notices and proxy solicitation materials required to be furnished to shareholders of the Trust or regulatory authorities, and all tax returns; compensation of the officers and Trustees of the Trust who are not officers, directors/trustees, partners or employees of the Adviser or its affiliates; the costs of printing registration statements; custodian’s fees; filing fees; Trustee expenses (including any special counsel to the Trustees); transfer agent fees; advisory and administration fees; any federal, state or local income or other taxes; any interest; any membership fees of the Investment Company Institute and similar organizations; fidelity bond and Trustees’ liability insurance

 

94


premiums; and any extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made. All general Trust expenses are allocated among and charged to the assets of the portfolios of the Trust on a basis that the Trustees deem fair and equitable, which may be on the basis of relative net assets of each portfolio or the nature of the services performed and relative applicability to each portfolio. As discussed in greater detail below under “The Distributor,” the Class IB shares of each Portfolio may pay for certain distribution-related expenses in connection with activities primarily intended to result in the sale of such shares.

Because the Portfolios are new and had no operations prior to the date of this SAI, no fees have been paid by the Portfolios to the Adviser pursuant to the Advisory Agreement.

The Sub-Adviser

The Adviser has entered into a Sub-Advisory Agreement with respect to the EQ/AB Sustainable U.S. Thematic Portfolio with AllianceBernstein. The Sub-Advisory Agreement obligates the Sub-Adviser to: (i) make investment decisions on behalf of the EQ/AB Sustainable U.S. Thematic Portfolio (or portions thereof); (ii) place orders for the purchase and sale of investments for the EQ/AB Sustainable U.S. Thematic Portfolio (or portions thereof) with brokers or dealers selected by the Adviser and/or the Sub-Adviser; and (iii) perform certain related administrative functions in connection therewith.

As discussed in the EQ/AB Sustainable U.S. Thematic Portfolio’s Prospectus, a discussion of the basis of the decision by the Trust’s Board to approve the Sub-Advisory Agreement with AllianceBernstein will be available in the Trust’s Semi-Annual Report to Shareholders.

The Adviser pays fees to a Sub-Adviser from the management fee that it earns from a Sub-Advised Portfolio. Because the EQ/AB Sustainable U.S. Thematic Portfolio is new and had no operations prior to the date of this SAI, no fees have been paid by the Adviser to AllianceBernstein with respect to the EQ/AB Sustainable U.S. Thematic Portfolio pursuant to the Sub-Advisory Agreement.

The Adviser recommends Sub-Advisers for the Portfolios to the Trustees based upon the Adviser’s continuing quantitative and qualitative evaluation of each Sub-Adviser’s skills in managing assets pursuant to specific investment styles and strategies. Short-term investment performance, by itself, is not a significant factor in selecting or terminating a Sub-Adviser, and the Adviser does not expect to recommend frequent changes of Sub-Advisers.

The Adviser has received from the SEC an exemptive order (“Multi-Manager Order”) that permits the Adviser, subject to certain conditions, to enter into sub-advisory agreements with sub-advisers approved by the Trustees, but without the requirement of shareholder approval.

Pursuant to the terms of the Multi-Manager Order, the Adviser is able, subject to the approval of the Trustees, but without shareholder approval, to employ new sub-advisers for new or existing portfolios, change the terms of particular sub-advisory agreements or continue the employment of existing sub-advisers after events that under the 1940 Act and the sub-advisory agreements would cause an automatic termination of the agreement. The Adviser also may allocate a Portfolio’s assets to additional sub-advisers subject to approval of the Trust’s Board. The Adviser is responsible for overseeing sub-advisers and recommending their hiring, termination and replacement to the Board of Trustees. However, the Adviser may not enter into a sub-advisory agreement with an “affiliated person” of the Adviser (as that term is defined in Section 2(a)(3) of the 1940 Act) (“Affiliated Sub-Adviser”), such as AllianceBernstein L.P., unless the sub-advisory agreement with the Affiliated Sub-Adviser, including compensation payable thereunder, is approved by the affected Portfolio’s shareholders, including, in instances in which the sub-advisory agreement pertains to a newly formed Portfolio, the Portfolio’s initial shareholder. Although shareholder approval would not be required for the termination of sub-advisory agreements, shareholders of a Portfolio would continue to have the right to terminate such agreements for the Portfolio at any time by a vote of a majority of outstanding voting securities of the Portfolio.

 

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The Adviser reserves the right, subject to approval of the Trust’s Board, to appoint more than one Sub-Adviser to manage the assets of a Portfolio. When a Portfolio has more than one Sub-Adviser, the assets of the Portfolio are allocated by the Adviser among the Sub-Advisers selected for the Portfolio.

A Sub-Adviser has discretion, subject to oversight by the Trustees and the Adviser, to purchase and sell portfolio assets, consistent with a Sub-Advised Portfolio’s investment objectives, policies and restrictions and specific investment strategies developed by the Adviser.

Generally, no Sub-Adviser provides any services to any Portfolio except sub-advisory and related administrative and recordkeeping services as directed by the Adviser. However, a Sub-Adviser or its affiliated broker-dealer may execute portfolio transactions for a Portfolio and receive brokerage commissions in connection therewith as permitted by Section 17(e) of the 1940 Act and the rules thereunder.

The Adviser may also be subject to potential conflicts of interest in recommending or selecting of Sub-Advisers, or choosing ETF investments, where applicable, to the extent it invests in ETFs sponsored by Sub-Advisers. Since the Adviser pays fees to the Sub-Advisers from the management fees that it earns from Sub-Advised Portfolios, any increase or decrease in the advisory fees negotiated with proposed or current Sub-Advisers will result in a corresponding decrease or increase, respectively, in the amount of the management fee retained by the Adviser. If the Adviser is affiliated with a Sub-Adviser, the Adviser will benefit not only from the net management fee the Adviser retains, but also from the advisory fees paid by the Adviser to the Affiliated Sub-Adviser. The Adviser or its affiliates also may have distribution relationships with certain Sub-Advisers or their affiliates under which the Sub-Advisers or their affiliates distribute or support the distribution of investment products issued or sold by the Adviser or its affiliates (including those in which the Trust’s Portfolios serve as investment options), which could financially benefit the Adviser and its affiliates or provide an incentive to the Adviser in selecting one Sub-Adviser over another. When recommending the appointment or continued service of a Sub-Adviser, consistent with its fiduciary duties, the Adviser relies primarily on the qualitative and quantitative factors described in detail in the Prospectuses. In addition, the appointment of each Sub-Adviser is subject to approval of the Trust’s Board, including a majority of the Trust’s Independent Trustees.

The following table discloses, with respect to the EQ/AB Sustainable U.S. Thematic Portfolio’s Sub-Adviser, information about persons who control the Sub-Adviser.

 

Portfolio   Name and Control Persons of the
Sub-Adviser

EQ/AB Sustainable U.S. Thematic Portfolio

  AllianceBernstein, a limited partnership organized under the laws of the State of Delaware, is a majority-owned subsidiary of Equitable Holdings, Inc., the holding company for a diversified financial services organization.

Information regarding the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of shares of the Portfolios to the extent applicable is attached in Appendix B.

Personal Trading Policies

The Trust, the Adviser, the Administrator (as defined below), and the Distributor (as defined below) each have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act, which permits personnel covered by the rule to invest in securities that may be purchased or held by a Portfolio but prohibits fraudulent, misleading, deceptive or manipulative acts or conduct in connection with that personal investing. The Sub-Adviser also has adopted a code of ethics under Rule 17j-1. Such codes of ethics may permit personnel covered by the rule to invest in securities that may be purchased or held by the Portfolio for which the Sub-Adviser serves as an investment sub-adviser. The Codes of Ethics of the Trust, the Adviser, the Administrator, the Distributor and the Sub-Adviser have been filed as exhibits to the Trust’s Registration Statement.

 

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The Administrator

Pursuant to an administrative agreement, Equitable Investment Management, LLC (the “Administrator”) provides the Trust with necessary administrative services, as more fully described in the Prospectuses. In addition, the Administrator makes available the office space, equipment, personnel and facilities required to provide such administrative services to the Trust.

 

 

With respect to EQ/AB Sustainable U.S. Thematic Portfolio, the Portfolio pays the Administrator its proportionate share of an asset-based administration fee, subject to a minimum annual fee of $30,000. The asset-based administration fee is equal to an annual rate of 0.100% of the first $30 billion of the aggregate average daily net assets of the Single-Advised Portfolios (as defined in the paragraph immediately below); 0.0975% of the next $10 billion; 0.0950% of the next $5 billion; 0.0775% of the next $10 billion; 0.0750% of the next $30 billion; and 0.0725% thereafter.

For purposes of calculating the asset-based administration fee, the assets of the EQ/AB Sustainable U.S. Thematic Portfolio are aggregated with the assets of the following portfolios of the Trust, which are also managed by EIM: 1290 VT Convertible Securities Portfolio, 1290 VT Doubleline Dynamic Allocation Portfolio, 1290 VT Doubleline Opportunistic Bond Portfolio, 1290 VT Equity Income Portfolio, 1290 VT GAMCO Mergers & Acquisitions Portfolio, 1290 VT GAMCO Small Company Value Portfolio, 1290 VT Low Volatility Global Equity Portfolio, 1290 VT Multi-Alternative Strategies Portfolio, 1290 VT Natural Resources Portfolio, 1290 VT Real Estate Portfolio, 1290 VT SmartBeta Equity Portfolio, 1290 VT Socially Responsible Portfolio, EQ/AB Short Duration Government Bond Portfolio, EQ/American Century Mid Cap Value Portfolio, EQ/Capital Group Research Portfolio, EQ/ClearBridge Large Cap Growth Portfolio, EQ/Loomis Sayles Growth Portfolio, EQ/Value Equity Portfolio, EQ/Common Stock Index Portfolio, EQ/Core Bond Index Portfolio, EQ/Equity 500 Index Portfolio, EQ/lnternational Equity Index Portfolio, EQ/lntermediate Government Bond Portfolio, EQ/lnvesco Comstock Portfolio, EQ/JPMorgan Value Opportunities Portfolio, EQ/Janus Enterprise Portfolio, EQ/Large Cap Growth Index Portfolio, EQ/Large Cap Value Index Portfolio, EQ/MFS International Growth Portfolio, EQ/MFS Technology Portfolio, EQ/Mid Cap Index Portfolio, EQ/Money Market Portfolio, EQ/Invesco Global Portfolio, EQ/PIMCO Global Real Return Portfolio, EQ/PIMCO Ultra Short Bond Portfolio, EQ/Small Company Index Portfolio, EQ/T. Rowe Price Growth Stock Portfolio, EQ/Fidelity Institutional AM® Large Cap Portfolio, EQ/Franklin Rising Dividends Portfolio, EQ/Goldman Sachs Mid Cap Value Portfolio, EQ/Invesco Global Real Assets Portfolio, EQ/Invesco International Growth Portfolio, EQ/Wellington Energy Portfolio, EQ/MFS Mid Cap Focused Growth Portfolio, EQ/Lazard Emerging Markets Equity Portfolio, EQ/MFS International Intrinsic Value Portfolio, EQ/MFS Utilities Series Portfolio, EQ/T. Rowe Price Health Sciences Portfolio, EQ/Franklin Strategic Income Portfolio, EQ/PIMCO Real Return Portfolio, EQ/PIMCO Total Return Portfolio, and EQ/Long-Term Bond Portfolio (collectively, the “Single-Advised Portfolios”).

 

 

With respect to Equitable Growth MF/ETF Portfolio and Equitable Moderate Growth MF/ETF Portfolio, each Portfolio pays the Administrator its proportionate share of an asset-based administration fee, subject to a minimum annual fee of $32,500 per Portfolio. The asset-based administration fee is equal to an annual rate of 0.140% of the first $60 billion of the aggregate average daily net assets of the Aggregated Portfolios (as defined in the paragraph immediately below); 0.110% of the next $20 billion; 0.0875% of the next $20 billion; 0.0775% of the next $20 billion; 0.0750% of the next $20 billion; and 0.0725% thereafter.

For purposes of calculating the asset-based administration fee, the assets of the Equitable Growth MF/ETF Portfolio and Equitable Moderate Growth MF/ETF Portfolio are aggregated together and with the assets of (i) the following portfolios of the Trust, which are also managed by EIM: EQ/Global Equity Managed Volatility Portfolio, EQ/International Core Managed Volatility Portfolio, EQ/International Value Managed Volatility Portfolio, EQ/Large Cap Core Managed Volatility Portfolio, EQ/Large Cap Growth Managed Volatility Portfolio, EQ/Large Cap Value Managed Volatility Portfolio, EQ/Mid Cap Value Managed Volatility Portfolio, EQ/AB Small Cap Growth Portfolio, EQ/Franklin Small Cap Value Managed Volatility Portfolio, EQ/Morgan Stanley Small Cap Growth Portfolio, EQ/ClearBridge Select Equity Managed Volatility Portfolio, EQ/Emerging Markets Equity PLUS Portfolio, EQ/Quality Bond PLUS

 

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Portfolio, Multimanager Aggressive Equity Portfolio, Multimanager Core Bond Portfolio, Multimanager Technology Portfolio, 1290 VT Small Cap Value Portfolio, 1290 VT Micro Cap Portfolio, 1290 VT High Yield Bond Portfolio, 1290 VT Moderate Growth Allocation Portfolio, EQ/AB Dynamic Aggressive Growth Portfolio, EQ/AB Dynamic Growth Portfolio, EQ/AB Dynamic Moderate Growth Portfolio, EQ/Goldman Sachs Moderate Growth Allocation Portfolio, EQ/Invesco Moderate Allocation Portfolio, EQ/JPMorgan Growth Allocation Portfolio, EQ/Franklin Moderate Allocation Portfolio, EQ/American Century Moderate Growth Allocation Portfolio, EQ/AXA Investment Managers Moderate Allocation Portfolio, EQ/First Trust Moderate Growth Allocation Portfolio, EQ/Goldman Sachs Growth Allocation Portfolio, EQ/Invesco Moderate Growth Allocation Portfolio, EQ/Franklin Growth Allocation Portfolio, ATM International Managed Volatility Portfolio, ATM Large Cap Managed Volatility Portfolio, ATM Mid Cap Managed Volatility Portfolio, ATM Small Cap Managed Volatility Portfolio, EQ/2000 Managed Volatility Portfolio, EQ/400 Managed Volatility Portfolio, EQ/500 Managed Volatility Portfolio, EQ/International Managed Volatility Portfolio, EQ/Ultra Conservative Strategy Portfolio, EQ/Conservative Strategy Portfolio, EQ/Conservative Growth Strategy Portfolio, EQ/Balanced Strategy Portfolio, EQ/Moderate Growth Strategy Portfolio, EQ/Growth Strategy Portfolio, EQ/Aggressive Growth Strategy Portfolio, and EQ/All Asset Growth Allocation Portfolio, and (ii) the following portfolios of EQ Premier VIP Trust, which are also managed by EIM: EQ/Core Plus Bond Portfolio, EQ/Aggressive Allocation Portfolio, EQ/Conservative Allocation Portfolio, EQ/Conservative-Plus Allocation Portfolio, EQ/Moderate Allocation Portfolio, EQ/Moderate-Plus Allocation Portfolio, Target 2015 Allocation Portfolio, Target 2025 Allocation Portfolio, Target 2035 Allocation Portfolio, Target 2045 Allocation Portfolio, and Target 2055 Allocation Portfolio (collectively, the “Aggregated Portfolios”).

Pursuant to a sub-administration arrangement, the Administrator has contracted with JPMorgan Chase Bank, N.A. (“Sub-Administrator”) to provide the Trust with certain sub-administrative services, including assisting with monitoring of portfolio compliance and portfolio accounting support services, subject to the supervision of the Administrator. The Administrator pays JPMorgan Chase Bank, N.A. a fee for these services.

Because the Portfolios are new and had no operations prior to the date of this SAI, no fees have been paid

by the Portfolios to the Administrator for administrative services.

The Distributor

The Trust has distribution agreements with Equitable Distributors (also referred to as the “Distributor”), by which Equitable Distributors serves as the Distributor for the Trust’s Class IB shares and Class K shares. Equitable Distributors is an indirect wholly owned subsidiary of Equitable Financial and an affiliate of EIM, and its address is 1290 Avenue of the Americas, New York, New York 10104.

The Trust’s distribution agreements with respect to the Class IB and Class K shares of the Portfolios (“Distribution Agreements”) have been approved by the Trust’s Board, including a majority of the Independent Trustees, with respect to each Portfolio. The Distribution Agreements will remain in effect from year to year provided each Distribution Agreement’s continuance is approved annually (i) by a majority of the Independent Trustees who are not parties to such agreement and, if applicable, who have no direct or indirect financial interest in the operation of the Rule 12b-1 Distribution Plan or any such related agreement, by a vote cast in person (or as otherwise permitted under the 1940 Act) at a meeting called for the purpose of voting on such Agreements and (ii) by vote of either a majority of the Trustees or a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust, as applicable.

The Trust has adopted a Rule 12b-1 Distribution Plan in the manner prescribed under Rule 12b-1 under the 1940 Act. Under the Rule 12b-1 Distribution Plan, each Portfolio is authorized to pay the Distributor an annual distribution fee of up to 0.25% of that Portfolio’s average daily net assets attributable to Class IB shares. There is no distribution plan with respect to Class K shares, and the Portfolios pay no service or distribution fees with respect to those shares.

The Board considered various factors in connection with its decision as to whether to approve the Rule 12b-1 Distribution Plan, including: (i) the nature and causes of the circumstances which make approval of the

 

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Rule 12b-1 Distribution Plan necessary and appropriate; (ii) the way in which the Rule 12b-1 Distribution Plan would address those circumstances, including the nature and potential amount of expenditures; (iii) the nature of the anticipated benefits; (iv) the possible benefits of the Rule 12b-1 Distribution Plan to any other person relative to those of the Trust; (v) the effect of the Rule 12b-1 Distribution Plan on existing Contract owners; (vi) the merits of possible alternative plans or pricing structures; (vii) competitive conditions in the variable products industry; and (viii) the relationship of the Rule 12b-1 Distribution Plan to other distribution efforts of the Trust. The Board noted that the overall distribution arrangements would (1) enable investors to choose the purchasing option best suited to their individual situation, thereby encouraging current Contract owners to make additional investments in the Portfolios and attracting new investors and assets to the Portfolios to the benefit of the Portfolios and their respective Contract owners, (2) facilitate distribution of the Portfolios’ shares and (3) maintain the competitive position of the Portfolios in relation to other portfolios that have implemented or are seeking to implement similar distribution arrangements.

Based upon its review of the foregoing factors and the materials presented to it, and in light of its fiduciary duties under the 1940 Act, the Board, including the Independent Trustees with no direct or indirect financial interest in the Rule 12b-1 Distribution Plan or any related agreements, unanimously determined, in the exercise of its reasonable business judgment, that the Rule 12b-1 Distribution Plan is reasonably likely to benefit the Trust and the shareholders of the Portfolios. As such, the Trustees, including such Independent Trustees, approved the Rule 12b-1 Distribution Plan.

Pursuant to the Rule 12b-1 Distribution Plan, the Trust compensates the Distributor from assets attributable to the Class IB shares for services rendered and expenses borne in connection with activities primarily intended to result in the sale of that class of shares. Generally, the 12b-1 fees are paid to the Distributor on a monthly basis. A portion of the amounts received by the Distributor will be used to defray various costs incurred or paid by the Distributor in connection with the printing and mailing of Trust prospectuses, statements of additional information, and any supplements thereto and shareholder reports, and holding seminars and sales meetings with wholesale and retail sales personnel designed to promote the distribution of Class IB shares. The Distributor may also use a portion of the amounts received to provide compensation to financial intermediaries and third-party broker-dealers for their services in connection with the distribution of Class IB shares.

The Rule 12b-1 Distribution Plan is of a type known as a “compensation” plan because payments are made for expenses incurred and services rendered to the Trust with respect to a class of shares regardless of the level of expenditures by the Distributor. The Trustees, however, take into account such expenditures for purposes of reviewing operations under the Rule 12b-1 Distribution Plan and in connection with their annual consideration of the Rule 12b-1 Distribution Plan’s renewal. The Distributor’s expenditures include, without limitation: (a) the printing and mailing of Trust prospectuses, statements of additional information, any supplements thereto and shareholder reports for prospective Contract owners with respect to the Class IB shares of the Trust; (b) those relating to the development, preparation, printing and mailing of advertisements, sales literature and other promotional materials describing and/or relating to the Class IB shares of the Trust; (c) holding seminars and sales meetings designed to promote the distribution of Trust Class IB shares; (d) obtaining information and providing explanations to wholesale and retail distributors of Contracts regarding Trust investment objectives and policies and other information about the Trust and its Portfolios, including the performance of the Portfolios; (e) training sales personnel regarding the Class IB shares of the Trust; and (f) financing any other activity that the Distributor determines is primarily intended to result in the sale of Class IB shares.

The Distributor does not receive any underwriting discounts or commissions, compensation on redemptions and repurchases, or brokerage commissions from the Trust.

Equitable Financial and the Distributor may use their respective past profits or other resources to pay for expenses incurred in connection with providing services intended to result in the sale of shares of the Trust and/or support services that benefit Contract owners, including payments of significant amounts made to intermediaries that provide those services. These services may include sales personnel training, prospectus

 

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review, marketing and related services. The Distributor also may receive payments from sub-advisers of the Trust’s portfolios, which may include Underlying Portfolios in which the Portfolios invest, and/or their affiliates to help defray expenses for sales meetings, seminar sponsorships and similar expenses that may relate to the Contracts and/or the sub-advisers’ respective portfolios.

The Distributor pays all fees and expenses in connection with its qualification and registration as a broker or dealer under federal and state laws. In the capacity of agent, the Distributor currently offers shares of each Portfolio on a continuous basis to the separate accounts of insurance companies offering the Contracts in all states in which the Portfolio or the Trust may from time to time be registered or where permitted by applicable law. Each Distribution Agreement provides that the Distributor shall accept orders for shares at net asset value without sales commissions or loads being charged. The Distributor has made no firm commitment to acquire shares of any Portfolio.

The Rule 12b-1 Distribution Plan and any Rule 12b-1 related agreement that is entered into by the Trust with the Distributor of the Class IB shares in connection with the Rule 12b-1 Distribution Plan will continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by a vote of a majority of the Trust’s Board, and a majority of the Independent Trustees, with no direct or indirect financial interest in the operation of the Rule 12b-1 Distribution Plan or Rule 12b-1 related agreement, cast in person (or as otherwise permitted under the 1940 Act) at a meeting called for the purpose of voting on such Plan or agreement. In addition, annual continuance of the Distribution Agreements must be approved by the Trust’s Board or a majority of outstanding voting securities (as defined in the 1940 Act), and a majority of Independent Trustees, by a vote cast in person (or as otherwise permitted under the 1940 Act) at a meeting called for the purpose of voting on the Distribution Agreements. In addition, the Rule 12b-1 Distribution Plan and any Rule 12b-1 related agreement may be terminated as to Class IB shares of a Portfolio at any time, without penalty, by vote of a majority of the outstanding Class IB shares of the Portfolio, as applicable, or by vote of a majority of the Independent Trustees, with no direct or indirect financial interest in the operation of the Rule 12b-1 Distribution Plan or Rule 12b-1 related agreement. The Rule 12b-1 Distribution Plan also provides that it may not be amended to increase materially the amount (up to 0.25% of Class IB average daily net assets annually) that may be spent for distribution of Class IB shares of any Portfolio without the approval of Class IB shareholders of that Portfolio.

Because the Portfolios are new and had no operations prior to the date of this SAI, no fees have been paid by the Portfolios to the Distributor pursuant to the Rule 12b-1 Distribution Plan.

Compensation to Financial Intermediaries

In addition to the distribution and service fees paid by the Portfolios to the Distributor for the purpose of compensating certain financial intermediaries and for other purposes (described above in the section entitled, “The Distributor”), the Distributor or the Adviser (or one of their affiliates) may make payments out of its own resources to provide additional compensation to selected affiliated and unaffiliated sponsoring insurance companies (or their affiliates) or other financial intermediaries (collectively, “financial intermediaries”).

As described in the Prospectus and in more detail below, the Adviser and the Distributor may use their respective past profits or other resources to pay for expenses incurred in connection with providing services intended to result in the sale of shares of the Portfolios and/or support services that benefit Contract owners, plan participants or other investors who purchase through financial intermediaries, to reimburse certain expenses related to processing sales of Portfolio shares and to pay incentives to market the Portfolios, to cooperate with the Distributor’s or financial intermediaries’ promotional efforts or in recognition of financial intermediaries’ marketing support, transaction processing and/or administrative services support (collectively, “revenue sharing payments”). These additional payments are made by the Adviser, the Distributor or their respective affiliates and do not increase the amount paid by the Portfolios, Contract owners, plan participants or other investors who purchase through financial intermediaries as shown under the heading “Fees and Expenses of the Portfolio” in the Portfolio summaries in the Portfolios’ Prospectuses.

Subaccounting and Other Payments.    Payments by the Adviser and/or the Distributor (and their affiliates) to financial intermediaries may include payments for providing recordkeeping services with respect to certain groups of

 

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investors in the Portfolios, including Contract owners that allocate contract value indirectly to one or more Portfolios and participants in retirement plans (collectively referred to as “subaccounting” and Contract owners and participants, “investors”). The subaccounting services typically include: (i) maintenance of master accounts with the Trust (e.g., insurance company separate accounts investing in the Trust); (ii) tracking, recording and transmitting net purchase and redemption orders for Portfolio shares; (iii) establishing and maintaining investor accounts and records; (iv) recording investor account balances and changes thereto; (v) distributing redemption proceeds and transmitting net purchase payments and arranging for the wiring of funds; (vi) reconciling purchase and redemption activity and dividend and distribution payments between a master account and the Trust; (vii) maintaining and preserving records related to the purchase, redemption and other account activity of investors; (viii) providing statements to investors; (ix) furnishing proxy materials, periodic fund reports, prospectuses and other communications to investors as required; (x) assisting with proxy solicitations on behalf of the Trust, including soliciting and compiling voting instructions from Contract owners; (xi) responding to inquiries from investors about the Portfolios and (xii) providing information in order to assist the Portfolios in their compliance with state securities laws.

In accordance with guidance from the U.S. Department of Labor, retirement and benefit plans, sponsors of qualified retirement plans and/or recordkeepers may be required to use the fees they (or, in the case of recordkeepers, their affiliates) receive for the benefit of the retirement and benefit plans or the investors. This may take the form of recordkeepers passing the fees through to their clients or reducing the clients’ charges by the amount of fees the recordkeeper receives from mutual funds.

Marketing Support Payments.    Payments by the Adviser and/or the Distributor (and their affiliates) to financial intermediaries also may include payments for marketing support services, including: providing periodic and ongoing education and training and support of financial intermediary personnel regarding the Portfolios and the financial planning needs of Contract owners that allocate contract value indirectly to one or more Portfolios, plan participants or other investors who purchase through financial intermediaries; adding the Portfolios to the list of underlying investment options in an insurance company’s variable products; disseminating to financial intermediary personnel information and product marketing materials regarding the Portfolios; explaining to financial intermediaries’ clients the features and characteristics of the Portfolios; conducting due diligence regarding the Portfolios; granting access (in some cases on a preferential basis over other competitors) to sales meetings, sales representatives and management representatives of the financial intermediary; and providing business planning assistance, marketing support, advertising and other services.

Other Payments.    From time to time, the Distributor or the Adviser (or an affiliate) at its expense, may make additional payments to financial intermediaries that sell or provide services in connection with the sale of Portfolio shares. Such payments may include payment or reimbursement to, or on behalf of, financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, as well as conferences or seminars, sales or training programs for financial intermediary representatives and other employees, client entertainment, client and investor events, and other financial intermediary-sponsored events, and travel expenses, including lodging incurred by financial intermediary representatives and other employees in connection with training and educational meetings, client prospecting, retention and due diligence trips.

Other compensation or promotional incentives may be offered to the extent not prohibited by federal or state laws or any self-regulatory organization. The Distributor makes payments for entertainment events it deems appropriate, subject to the Distributor’s policies and applicable law. These payments may vary depending upon the nature of the event.

Payment Amounts.    The payments to financial intermediaries as described above generally are negotiated based on a number of factors including, but not limited to, quality of service, reputation in the industry, ability to attract and retain assets, target markets, customer relationships, and relationship with the Adviser or Distributor or its affiliates. No one factor is determinative of the type or amount of additional compensation to be provided. The amount of these payments, as determined from time to time by the Adviser or Distributor (or an affiliate) in its sole discretion, may be different for different financial intermediaries. The compensation arrangements described in this section are not mutually exclusive, and a single financial intermediary may receive multiple types of compensation. Such payments may be calculated by reference to the gross or net sales by such person, the

 

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average net assets of shares held by the customers of such person, the number of accounts of the Portfolios attributable to such person, on the basis of a flat fee or a negotiated lump sum payment for services provided, or otherwise.

The Adviser or Distributor or its affiliates may enter into additional revenue sharing arrangements or change or discontinue existing arrangements with financial intermediaries at any time without notice. For more specific information about any revenue sharing and/or subaccounting payments made to your financial intermediary, investors should contact their investment professionals.

BROKERAGE ALLOCATION AND OTHER STRATEGIES

Brokerage Commissions

A Portfolio may be charged securities brokers’ commissions, transfer taxes, and similar fees relating to securities transactions. The Adviser and the Sub-Adviser(s) of the Portfolios, as appropriate, seek to obtain the best net price and execution on all orders placed for a Portfolio, considering all the circumstances. The Adviser and the Sub-Adviser(s) may, as appropriate, in the allocation of brokerage business, take into consideration the receipt of research and other brokerage services, consistent with the obligation to seek to obtain best net price and execution.

Investment company securities (including securities of the Underlying Portfolios, but not including securities of ETFs) generally are purchased directly from the issuer. It is expected that other securities will ordinarily be purchased in the primary markets, whether OTC or listed, and that listed securities may be purchased in the OTC market if that market is deemed the primary market.

Purchases and sales of equity securities on a securities exchange or in the OTC market are effected through brokers who receive compensation for their services. Such compensation varies among different brokers. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities traded on U.S. exchanges and may not be subject to negotiation. However, brokerage commission rates in certain countries in which a Portfolio may invest may be discounted for certain large domestic and foreign investors such as the Portfolios. A number of foreign banks and brokers may be used for execution of portfolio transactions. In the case of securities traded in the foreign and domestic OTC markets, there is generally no stated commission, but the price usually includes an undisclosed commission or mark-up. Equity securities may be purchased from underwriters at prices that include underwriting fees.

Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although there is generally no stated brokerage commission paid by a Portfolio for a fixed-income security, the price paid by a Portfolio to an underwriter includes the disclosed underwriting fee and prices in secondary trades usually include an undisclosed commission or mark-up.

The Adviser and the Sub-Adviser(s) of the Portfolios may, as appropriate, in the allocation of brokerage business, take into consideration research and other brokerage services provided by brokers and dealers to the Adviser or Sub-Adviser(s). The research services include economic, market, industry and company research material. Commissions charged by brokers that provide research services may be somewhat higher than commissions charged by brokers that do not provide research services. As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), and by policies adopted by the Trustees, the Adviser and the Sub-Adviser(s), as appropriate, may cause the Trust to pay a broker-dealer that provides brokerage and research services to the Adviser and the Sub-Adviser(s) an amount of commission for effecting a securities transaction for the Trust in excess of the commission another broker-dealer would have charged for effecting that transaction. To obtain the benefit of Section 28(e), the Adviser or the Sub-Adviser(s) must make a good faith determination that the commissions paid are reasonable in relation to the value of the brokerage and research services provided viewed in terms of either that particular transaction or its overall responsibilities with respect to the accounts for which it exercises investment discretion and that the services provided by a broker provide the Adviser or the Sub-Adviser(s) with lawful and appropriate assistance in the performance of its investment decision-making responsibilities.

 

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Accordingly, the price to a Portfolio for any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.

For futures transactions, the selection of a futures broker is generally based on the overall quality of execution and other services provided by the futures broker. The Adviser and the Sub-Adviser(s) or their affiliates may choose to execute futures transactions electronically.

A Sub-Adviser may also receive research or research credits from brokers that are generated from underwriting commissions when purchasing new issues of fixed income securities or other assets for a Portfolio in underwritten fixed price offerings. In these situations, the underwriter or selling group member may provide a Sub-Adviser with research in addition to selling the securities (at the fixed public offering price) to the Portfolio. Because the offerings are conducted at a fixed price, the ability to obtain research from a broker-dealer in this situation provides knowledge that may benefit the Portfolio, a Sub-Adviser’s other clients and a Sub-Adviser without incurring additional costs. These arrangements may not fall within the safe harbor of Section 28(e) of the 1934 Act because the broker-dealer is considered to be acting in a principal capacity in underwritten transactions. However, the Financial Industry Regulatory Authority has adopted rules expressly permitting broker-dealers to provide bona fide research to advisers in connection with fixed price offerings under certain circumstances.

A Sub-Adviser may obtain third-party research from broker-dealers or non-broker dealers by entering into commission sharing arrangements (“CSAs”). Under a CSA, the executing broker-dealer agrees that part of the commissions it earns on certain equity trades will be allocated to one or more research providers as payment for research. CSAs allow a Sub-Adviser to direct broker-dealers to pool commissions that are generated from orders executed at that broker-dealer, and then periodically direct the broker-dealer to pay third party research providers for research.

The overall reasonableness of commissions paid will be determined by evaluating brokers on such general factors as execution capabilities, quality of research (that is, quantity and quality of information provided, diversity of sources utilized, nature and frequency of communication, professional experience, analytical ability and professional stature of the broker) and financial standing, as well as the net results of specific transactions, taking into account such factors as price, promptness, confidentiality, size of order and difficulty of execution. The research services obtained will, in general, be used by the Adviser and a Sub-Adviser, as appropriate, for the benefit of all accounts for which the responsible party makes investment decisions. As such, research services paid for with the Portfolios’ brokerage commissions may not benefit the Portfolios, while research services paid for with the brokerage commissions of other clients may benefit the Portfolios. The receipt of research services from brokers will tend to reduce the Adviser’s and a Sub-Adviser’s expenses in managing a Portfolio.

Securities or other investments held by a Portfolio may also be held by other separate accounts, mutual funds or other accounts for which the Adviser or a Sub-Adviser serves as an investment adviser, or held by the Adviser or a Sub-Adviser for its own account. Because of different investment objectives or other factors, a particular security or other investment may be bought by the Adviser or a Sub-Adviser for one or more clients when one or more clients are selling the same security. If purchases or sales of securities for a Portfolio or other entities for which they act as investment adviser or for their advisory clients arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective entities and clients in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client of the Adviser or a Sub-Adviser during the same period may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price.

When the Adviser or a Sub-Adviser deems the purchase or sale of a security to be in the best interests of a Portfolio as well as other accounts or companies, it may to the extent permitted by applicable laws and regulations, but will not be obligated to, aggregate the securities to be sold or purchased for the Portfolio with those to be sold or purchased for such other accounts or companies in order to obtain favorable execution and lower brokerage commissions. In that event, allocation of the securities purchased or sold, as well as the

 

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expenses incurred in the transaction, will be made by the Adviser or a Sub-Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Portfolio and to such other accounts or companies. In general, the Adviser and a Sub-Adviser, as appropriate, will make allocations among accounts with the same or similar investment objective based upon a variety of factors which may include, among other things, the account’s available cash, investment restrictions, permitted investment techniques, tolerance for risk, tax status, account size, and other relevant considerations. In some cases this procedure may adversely affect the size of the position obtainable for a Portfolio.

Because the Portfolios are new and had no operations prior to the date of this SAI, no brokerage commissions have been paid by the Portfolios.

Brokerage Transactions with Affiliates

To the extent permitted by law and in accordance with procedures established by the Trust’s Board, the Trust may engage in brokerage transactions with brokers that are affiliates of the Adviser or its affiliates, including Sanford C. Bernstein & Co., LLC, Sub-Advisers, brokers who are affiliates of such Sub-Advisers, or unaffiliated brokers who trade or clear through affiliates of the Adviser or such Sub-Advisers. The 1940 Act generally prohibits the Trust from engaging in principal securities transactions with brokers that are affiliates of the Adviser or Sub-Advisers or their respective affiliates, unless pursuant to an exemptive order from the SEC. The Trust relies on exemptive relief from the SEC that permits a portion of a Portfolio that has multiple portions advised by different Sub-Advisers and/or the Adviser to engage in principal and brokerage transactions with an Adviser (or an affiliate of that Adviser) to another portion of the same Portfolio, subject to certain conditions. The Trust has adopted procedures, prescribed by the 1940 Act and the rules thereunder, which are reasonably designed to provide that any commissions or other remuneration it pays to brokers that are affiliates of the Adviser and brokers that are affiliates of a Sub-Adviser to a Portfolio for which that Sub-Adviser provides investment advice do not exceed the usual and customary broker’s commission. In addition, the Trust will adhere to the requirements under the 1934 Act governing floor trading. Also, under applicable securities law, the Trust will limit purchases of securities in a public offering, if such securities are underwritten by brokers that are affiliates of the Adviser or Sub-Advisers or their respective affiliates.

Because the Portfolios are new and had no operations prior to the date of this SAI, no brokerage commissions have been paid by the Portfolios to affiliated broker-dealers.

PROXY VOTING POLICIES AND PROCEDURES

Pursuant to the Trust’s Proxy Voting Policies and Procedures, the Trust has delegated the proxy voting responsibilities with respect to each Portfolio to the Adviser. With respect to a Portfolio or allocated portion of a Portfolio for which a Sub-Adviser provides portfolio management (i.e., the EQ/AB Sustainable U.S. Thematic Portfolio) (a “Sub-Advised Portfolio”), the Adviser views proxy voting as a function that is incidental and integral to portfolio management, and it has in turn delegated the proxy voting responsibilities with respect to the Sub-Advised Portfolio to the Sub-Adviser. The primary focus of the Trust’s proxy voting procedures as they relate to the Sub-Advised Portfolio, therefore, is to seek to ensure that the Sub-Adviser has adequate proxy voting policies and procedures in place and to monitor the Sub-Adviser’s proxy voting. Under certain circumstances, for example, if the Sub-Adviser notifies the Adviser that it is unable or unwilling to assume responsibility to vote a proxy for the Sub-Advised Portfolio, due to a potential material conflict of interest of the Sub-Adviser or otherwise, the Adviser has deemed it appropriate to assume responsibility for voting the proxies for shares held by the Sub-Advised Portfolio instead of delegating that responsibility to the Sub-Adviser. Under these circumstances, the Adviser’s Proxy Voting Committee will vote such proxies in the best interest of the Sub-Advised Portfolio and its shareholders.

The Adviser is responsible for proxy voting for the Equitable Growth MF/ETF Portfolio and the Equitable Moderate Growth MF/ETF Portfolio (each, a “Fund of Funds Portfolio”). The Adviser will vote a Fund of Funds Portfolio’s shares in other investment companies managed by the Adviser (“Underlying Affiliated Portfolios”) either for or

 

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against approval of a proposal, or as an abstention, in the same proportion as the vote of all other security holders of the applicable Underlying Affiliated Portfolio, whether or not the proposal presents an issue as to which the Adviser or its affiliates could be deemed to have a conflict of interest. The Adviser will vote a Fund of Funds Portfolio’s shares in unaffiliated mutual funds (“Underlying Unaffiliated Funds”) and exchange-traded securities of other investment companies or investment vehicles (“Underlying ETFs”), as applicable, in the best interest of the relevant Fund of Funds Portfolio and its shareholders.

The Adviser may engage an independent proxy voting service to assist with the research and analysis of voting issues, provide voting recommendations or carry out the actual voting process as deemed necessary. If the Adviser becomes aware that a proposal may present an issue as to which the Adviser, the Distributor or their affiliates could be deemed to have a material conflict of interest, the issue will be reviewed by the Trust’s CCO, who may take actions deemed appropriate. If the Trust’s CCO determines that an affiliated person of the Adviser has a potential material conflict, that affiliated person will not participate in the voting decision.

Information regarding how the Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (1) on the Trust’s website at http://www.equitable-funds.com (go to “EQ Advisors Trust Portfolios” and click on “Proxy Voting Records”) and (2) on the SEC’s website at http://www.sec.gov. See Appendix C to this SAI for the Trust’s Proxy Voting Policies and Procedures. A description of the proxy voting policies and procedures that the Sub-Adviser uses to determine how to vote proxies relating to a Portfolio’s portfolio securities is included in Appendix C to this SAI. Because the Portfolios are new, they have not voted any proxies relating to portfolio securities as of the date of this SAI.

CONFLICTS OF INTEREST

The Adviser currently serves as the investment adviser for the Trust and two other investment companies that are registered under the 1940 Act, and as the investment adviser for two private investment trusts that are exempt from such registration. The Adviser and its affiliates (including Equitable Financial, Equitable Distributors, LLC, Equitable Holdings, Equitable Investment Management, LLC, and AllianceBernstein L.P.) and their respective managers, partners, directors, trustees, officers, and employees (collectively, for purposes of this Conflicts of Interest discussion, “Affiliates”) are insurance and related financial services companies engaged in life insurance, property and casualty insurance and reinsurance activities, as well as asset management, investment banking, securities trading, brokerage, real estate and other financial services activities, providing a broad range of services to a substantial and diverse client base. The broad range of activities, services, and interests of the Adviser and its Affiliates gives rise to actual, potential and/or perceived conflicts of interest, and may introduce certain investment or transactional restrictions, that could disadvantage the Portfolios and their shareholders.

Certain actual and potential conflicts of interest are discussed below and elsewhere in this SAI. Investors should carefully review these discussions. These discussions are not, and are not intended to be, a complete discussion of all of the actual and potential conflicts of interest that may arise. Additional or unanticipated conflicts of interest may arise from time to time in the ordinary course of the Adviser’s and its Affiliates’ various businesses.

The Adviser and the Trust have adopted practices, policies and procedures that are intended to identify, monitor, and mitigate conflicts of interest. These practices, policies and procedures include information barriers, codes of ethics, pre-clearance and reporting of securities transactions by certain persons, and the use of independent persons to review certain types of transactions. There is no assurance, however, that these practices, policies and procedures will be effective, and these practices, policies and procedures also may limit the Portfolios’ investment activities and affect their performance.

Certain Conflicts Related to Fees and Compensation

The Adviser and certain of its Affiliates provide services including investment management, investment advisory, administration, shareholder servicing, distribution, and transfer agency services to the Portfolios and earn fees from these relationships with the Portfolios. The Adviser and its Affiliates face conflicts of interest when the Portfolios

 

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select affiliated service providers because the Adviser and its Affiliates receive greater compensation when they are used. Although these fees are generally based on asset levels, the fees are not directly contingent on Portfolio performance and the Adviser and its Affiliates would still receive significant compensation from the Portfolios even if shareholders lose money. In addition, the Adviser and certain of its Affiliates manage or advise funds or accounts, including the Portfolios, with different fee rates and/or fee structures. Differences in fee arrangements may create an incentive for the Adviser and/or its Affiliates to favor higher-fee funds or accounts. The Adviser and its Affiliates also face conflicts of interest when the Portfolio selects affiliated service providers because services provided by an affiliated service provider may not be equal to services that could be provided by an unaffiliated service provider.

The Adviser also may have a financial incentive to implement (or not to implement) certain changes to the Portfolios. For example, the Adviser may, from time to time, recommend a Portfolio combination or other restructuring. The Adviser will benefit to the extent that a restructuring results in a Portfolio’s having a higher net management fee and/or administration fee payable to the Adviser and/or the Administrator, and/or a Portfolio’s being sub-advised by an Affiliate of the Adviser. In addition, the profits derived from the fees payable to the Adviser by a Portfolio after a restructuring may be higher than the profits derived from the fees payable to the Adviser by the Portfolio prior to the restructuring. The Adviser will further benefit to the extent that a Portfolio restructuring eliminates or reduces the Adviser’s obligations under an expense limitation arrangement currently in effect for a Portfolio. In addition, in certain cases, the Adviser and/or its Affiliates may own a significant amount of shares of a Portfolio representing the Adviser’s and/or its Affiliates’ investment of seed money to facilitate the investment operations of the Portfolio. A Portfolio restructuring may increase the size of a Portfolio such that the Adviser and/or its Affiliates could redeem shares held in the Portfolio representing such seed money investments. Redeeming seed money from a Portfolio may enable the Adviser or an Affiliate to reduce its costs associated with providing seed money and/or use the proceeds to provide seed money for other funds and products that it manages or is developing or realize other benefits. In addition, since the Adviser pays fees to a Sub-Adviser from the management fee that it earns from a Portfolio, the Adviser will benefit to the extent that a Portfolio restructuring leads to changes to an advisory fee that result in an increase in the amount of the management fee retained by the Adviser. Any recommendation to the Trust’s Board of Trustees concerning a Portfolio combination or other restructuring is subject to the Adviser’s fiduciary duty to act in the best interests of an affected Portfolio and its shareholders.

In addition, subject to applicable law, the Adviser or its Affiliates may, from time to time and without notice to the Portfolios’ shareholders, in-source or outsource certain processes or functions in connection with a variety of services that they provide to the Portfolios in various capacities. Such in-sourcing or outsourcing may give rise to additional conflicts of interest.

Certain Conflicts Related to the Adviser and its Affiliates Acting in Multiple Commercial Capacities

The Adviser and/or one or more Affiliates act or may act in various commercial capacities, including as investment manager, investment adviser, administrator, investor, commodity pool operator, underwriter, distributor, transfer agent, insurance company, investment banker, research provider, market maker, trader, lender, agent or principal, and may have direct and indirect interests in securities, commodities, currencies, derivatives and other instruments in which the Portfolios may directly or indirectly invest. Thus, it is likely that the Portfolios will have business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities with which the Adviser and/or an Affiliate has developed or is trying to develop business relationships or in which the Adviser and/or an Affiliate has significant investments or other interests. For example, the Adviser may have an incentive to hire as a Sub-Adviser or other service provider an entity with which the Adviser or one or more Affiliates have, or would like to have, significant or other business dealings or arrangements. In addition, the Adviser and/or its Affiliates may have business dealings or arrangements with entities that are significant investors in, or have business relationships with, or provide services to Equitable Holdings, the Adviser’s publicly traded indirect parent company, and these entities may try to influence the Adviser’s and/or its Affiliates’ existing or other business dealings or arrangements. Furthermore, when Affiliates act in various commercial capacities in relation to the Portfolios, the Affiliates may take commercial steps in their own interests, which may have an adverse effect on the Portfolios. The Adviser and/or an Affiliate will have an interest in obtaining fees or other compensation in connection with such

 

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activities that are favorable to it, and any fees or other compensation (which could include advisory fees, underwriting or placement fees, financing or commitment fees, and brokerage and other transaction fees) will not be shared with the Portfolios.

The Adviser and/or its Affiliates also derive ancillary benefits from providing investment advisory, investment sub-advisory, administration, shareholder servicing, distribution, and transfer agency services to the Portfolios, and providing such services to the Portfolios may enhance the Adviser’s and/or its Affiliates’ relationships with various parties, facilitate additional business development, and enable the Adviser and/or its Affiliates to obtain additional business and generate additional revenue.

Subject to applicable law and regulations, a Portfolio may enter into transactions in which the Adviser and/or its Affiliates, or companies that are deemed to be affiliates of the Portfolio (including other Portfolios of the Trust), may have an interest that potentially conflicts with the interests of the Portfolio. Such transactions create an opportunity for the Adviser and/or an Affiliate to engage in self-dealing. The Adviser and its Affiliates face a potentially conflicting division of loyalties and responsibilities to the parties in such transactions, including with respect to a decision to enter into such transactions, as well as with respect to valuation, pricing, and other terms. Any such transactions are executed in accordance with the provisions of Rule 17a-7 and Rule 17e-1, as applicable, under the 1940 Act. Applicable law and regulations also may prevent a Portfolio from engaging in transactions with an affiliate of the Portfolio, which may include the Adviser and/or its Affiliates, or from participating in an investment opportunity in which an affiliate of the Portfolio participates.

The Adviser and/or an Affiliate also faces conflicts of interest if a Portfolio purchases securities during the existence of an underwriting syndicate of which an Affiliate is a member because the Affiliate typically receives fees for certain services that it provides to the syndicate and, in certain cases, will be relieved directly or indirectly of certain financial obligations as a result of the Portfolio’s purchase of securities. Any such purchases are executed in accordance with the provisions of Rule 10f-3 under the 1940 Act.

In addition, as a result of the Adviser’s Affiliates acting in multiple commercial capacities, the Affiliates, from time to time, may come into possession of information about certain markets and investments that, if known to the Adviser or, as applicable, an affiliated Sub-Adviser, could cause the Adviser or, as applicable, the affiliated Sub-Adviser to seek to dispose of, retain, or increase interests in investments held by a Portfolio, acquire certain positions on behalf of a Portfolio, or take other actions. The Adviser or, as applicable, an affiliated Sub-Adviser generally will not have access, or will have limited access, to such information, even when it would be relevant to its management of a Portfolio. Such Affiliates can trade differently from the Portfolios potentially based on information not available to the Adviser or, as applicable, an affiliated Sub-Adviser. If the Adviser or, as applicable, an affiliated Sub-Adviser acquires or is deemed to acquire material non-public information regarding an issuer, it will be restricted from purchasing or selling securities of that issuer for its clients, including a Portfolio, until the information has been publicly disclosed or is no longer deemed material. (As discussed below, such an issuer could include an Underlying Portfolio.)

Certain Conflicts Related to the Use of Sub-Advisers

The Adviser is subject to certain conflicts of interest in connection with recommending the appointment and continued service of Sub-Advisers. Since the Adviser pays fees to Sub-Advisers from the management fees that it earns from Sub-Advised Portfolios, any increase or decrease in the advisory fees negotiated with proposed or current Sub-Advisers will result in a corresponding decrease or increase, respectively, in the amount of the management fee retained by the Adviser. If the Adviser is affiliated with a Sub-Adviser, the Adviser will benefit not only from the net management fee the Adviser retains, but also from the sub-advisory fee paid by the Adviser to the affiliated Sub-Adviser. The Adviser or its Affiliates also may have distribution relationships with certain Sub-Advisers or their affiliates under which the Sub-Advisers or their affiliates distribute or support the distribution of investment products issued or sold by the Adviser or its Affiliates (including those in which the Portfolios serve as investment options), which could financially benefit the Adviser and its Affiliates or provide an incentive to the Adviser in selecting one Sub-Adviser over another or a disincentive for the Adviser to recommend the termination of such Sub-Advisers. In addition, the

 

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Adviser’s and/or its Affiliates’ other existing or potential business relationships (e.g., distribution, sub-administration, or custody arrangements), including with Sub-Advisers and/or their affiliates, or other financial or personal relationships, could influence the Adviser’s selection and retention or termination of Sub-Advisers.

The Adviser may allocate a Portfolio’s assets among multiple Sub-Advisers. While the Adviser seeks to allocate a Portfolio’s assets among the Portfolio’s Sub-Advisers in a manner that it believes is consistent with achieving the Portfolio’s investment objective(s), the Adviser is subject to conflicts of interest in allocating the Portfolio’s assets among Sub-Advisers, including affiliated Sub-Advisers, because the Adviser pays different fees to the Sub-Advisers and due to other factors that could impact the Adviser’s revenues and profits.

The aggregation of assets of multiple Portfolios or other funds or accounts for purposes of calculating breakpoints in advisory fees may create an incentive for the Adviser to select Sub-Advisers where the selection may serve to lower an advisory fee and possibly increase the management fee retained by the Adviser or may provide a disincentive for the Adviser to recommend the termination of a Sub-Adviser from a Portfolio if the termination may cause the advisory fee payable by the Adviser to increase on a Portfolio or other fund or account that aggregates its assets with the Portfolio.

The Adviser is a fiduciary for the shareholders of the Portfolios and must put their interests ahead of its own interests (or the interests of its Affiliates). When recommending the appointment or continued service of a Sub-Adviser, consistent with its fiduciary duties, the Adviser relies primarily on the qualitative and quantitative factors described in detail in the Prospectus. In addition, the appointment and continued service of a Sub-Adviser are subject to the approval of the Trust’s Board of Trustees. Moreover, the Adviser may not enter into a sub-advisory agreement with an Affiliate, such as AllianceBernstein, unless the sub-advisory agreement with the Affiliate, including compensation, is also approved by the affected Portfolio’s shareholders (in the case of a new Portfolio, the initial sole shareholder of the Portfolio, typically the Adviser or an Affiliate, may provide this approval).

Furthermore, the range of activities, services, and interests of a Sub-Adviser may give rise to actual, potential and/or perceived conflicts of interest that could disadvantage the Portfolio that it sub-advises and the Portfolio’s shareholders. In addition, a Sub-Adviser’s portfolio managers may manage multiple funds and accounts for multiple clients. In addition to one or more Portfolios, these funds and accounts may include, for example, other mutual funds, separate accounts, collective trusts, and offshore funds. Managing multiple funds and accounts may give rise to actual or potential conflicts of interest, including, for example, conflicts among investment strategies, conflicts in the allocation of limited investment opportunities, and conflicts in the aggregation and allocation of securities trades. In addition, a Sub-Adviser’s portfolio managers may manage or advise funds or accounts with different fee rates and/or fee structures, including performance-based fee arrangements. Differences in fee arrangements may create an incentive for a portfolio manager to favor higher-fee funds or accounts. Each Sub-Adviser has adopted practices, policies and procedures that are intended to identify, monitor, and mitigate conflicts of interest. There is no assurance, however, that a Sub-Adviser’s practices, policies and procedures will be effective, and a Sub-Adviser’s practices, policies and procedures also may limit the investment activities of the Portfolio that it sub-advises and affect the Portfolio’s performance. A Sub-Adviser and/or its affiliates also may derive ancillary benefits from providing investment advisory services to a Portfolio, and providing such services to a Portfolio may enhance the Sub-Adviser’s and/or its affiliates’ relationships with various parties, facilitate additional business development, and enable the Sub-Adviser and/or its affiliates to obtain additional business and generate additional revenue. Please see Appendix B for a further discussion of Sub-Adviser conflicts of interest.

Certain Conflicts Related to the Funds of Funds Structure

In managing a Portfolio that invests in Underlying Portfolios and Underlying ETFs (that is, a “fund of funds”), the Adviser will have the authority to select and substitute the Underlying Portfolios and Underlying ETFs. The Adviser is subject to conflicts of interest in allocating a Portfolio’s assets among Underlying Portfolios and Underlying ETFs because it (and in certain cases its Affiliates) earn fees for managing and administering the

 

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affiliated Underlying Portfolios, but not the unaffiliated Underlying Portfolios or the Underlying ETFs. In addition, the Adviser is subject to conflicts of interest in allocating a Portfolio’s assets among the various affiliated Underlying Portfolios because its profitability with respect to and/or the fees payable to it by some of the affiliated Underlying Portfolios are higher than its profitability with respect to and/or the fees payable by other affiliated Underlying Portfolios and because the Adviser is responsible for managing, and an Affiliate is responsible for administering, and with respect to certain affiliated Underlying Portfolios, an Affiliate may be responsible for sub-advising, the affiliated Underlying Portfolios.

Because the Adviser’s selection of Underlying Portfolios and Underlying ETFs may have a positive or negative impact on its (or its Affiliates’) revenues and/or profits, the Adviser has an incentive to select affiliated Underlying Portfolios for inclusion in a fund of funds, even though there may be other, unaffiliated Underlying Portfolios and/or Underlying ETFs that may be more appropriate for inclusion in the fund of funds or that have superior historical returns. In addition, the Adviser’s and/or its Affiliates’ other existing or potential business relationships (e.g., distribution, sub-administration, or custody arrangements), including with affiliated or unaffiliated Sub-Advisers to Underlying Portfolios and Underlying ETFs, or other financial or personal relationships, could influence the Adviser’s selection of Underlying Portfolios and Underlying ETFs. In addition, one or more Affiliates may invest (e.g., through its general account or separate accounts) in ETFs that are also held by the Portfolios, which may influence the Adviser’s ETF investment decisions. The Adviser’s selection of Underlying Portfolios and Underlying ETFs also may positively or negatively impact its obligations under the Expense Limitation Agreement and its ability to recoup previous payments or waivers made under the Expense Limitation Agreement.

A Portfolio investing in Underlying Portfolios may from time to time own or control a significant percentage of an Underlying Portfolio’s shares. Accordingly, an Underlying Portfolio is subject to the potential for large-scale inflows and outflows as a result of purchases and redemptions of its shares by such a Portfolio. These inflows and outflows may be frequent and could negatively affect an Underlying Portfolio’s and, in turn, a Portfolio’s net asset value and performance and could cause an Underlying Portfolio to purchase or sell securities at a time when it would not normally do so. It would be particularly disadvantageous for an Underlying Portfolio if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. These inflows and outflows also could negatively affect an Underlying Portfolio’s and, in turn, a Portfolio’s ability to meet shareholder redemption requests or could limit an Underlying Portfolio’s and, in turn, a Portfolio’s ability to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. During periods of declining or illiquid markets, the Adviser also may be subject to conflicts of interest in selecting shares of Underlying Portfolios for redemption and in deciding whether and when to redeem such shares. In addition, these inflows and outflows could increase an Underlying Portfolio’s and, in turn, a Portfolio’s brokerage or other transaction costs, and large-scale outflows could cause an Underlying Portfolio’s and, in turn, a Portfolio’s, actual expenses to increase, or could result in an Underlying Portfolio’s current expenses being allocated over a smaller asset base, which, depending on any applicable expense caps, could lead to an increase in the Underlying Portfolio’s and, in turn, a Portfolio’s expense ratio. In addition, the Adviser may have an incentive to continue to invest a Portfolio’s assets in an underperforming Underlying Portfolio to protect the Underlying Portfolio from large-scale outflows, even when the portfolio managers believe that such an investment is not in the best interests of the Portfolio. The Adviser also may have an incentive not to invest a Portfolio’s assets in certain affiliated Underlying Portfolios, even when the portfolio managers believe that doing so may be in the best interests of the Portfolio, to reserve potential limited capacity for other preferred investors.

In the ordinary course of business, the Adviser and/or its Affiliates may from time to time provide seed money to an affiliated Underlying Portfolio that is newly-formed or has a relatively small asset level to facilitate investment operations and/or maintain a competitive expense ratio. The Adviser could have an incentive to allocate a Portfolio’s assets to an affiliated Underlying Portfolio to which the Adviser and/or its Affiliates have provided seed money to help increase the affiliated Underlying Portfolio’s asset level. The Adviser also could have an incentive to allocate a Portfolio’s assets to an affiliated Underlying Portfolio to reduce or eliminate the need for the Adviser and/or its Affiliates to provide seed money or reduce the length

 

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of time such seed money is needed. Redeeming seed money from an affiliated Underlying Portfolio may enable the Adviser or an Affiliate to reduce its costs associated with providing seed money and/or use the proceeds to provide seed money for other funds and products that it manages or is developing or realize other benefits.

The portfolio managers of a Portfolio that invests in affiliated Underlying Portfolios may have access to the holdings of, and may acquire non-public information (e.g., strategy changes, Sub-Adviser changes, or significant or anticipated redemptions) regarding, the affiliated Underlying Portfolios in connection with their official duties, including in connection with serving as portfolio managers of one or more affiliated Underlying Portfolios. The portfolio managers therefore face conflicts of interest in the timing and amount of allocations to affiliated Underlying Portfolios, as well as in the selection of affiliated Underlying Portfolios.

Consistent with its fiduciary duties, the Adviser seeks to implement each Portfolio’s and each affiliated Underlying Portfolio’s investment program in a manner that is in the best interest of that Portfolio and affiliated Underlying Portfolio and that is consistent with its investment objective, policies, and strategies.

Certain Conflicts Related to the Adviser’s Insurance Company Affiliates

The Portfolios are available through Contracts offered by insurance company Affiliates of the Adviser and the Portfolios may be used to fund all or a portion of certain benefits and guarantees available under the Contracts. To the extent the assets in a Portfolio are insufficient to fund those benefits and guarantees, the Adviser’s insurance company Affiliates might otherwise be obligated to fulfill them out of their own resources. The Adviser is subject to conflicts of interest in connection with providing advice to, or developing strategies and models used to manage, a Portfolio (e.g., with respect to the allocation of assets among Underlying Portfolios or between passively and actively managed portions of a Portfolio and the development and implementation of the models used to manage a Portfolio). The performance of a Portfolio may impact the obligations and financial exposure of the Adviser’s insurance company Affiliates under any death benefit, income benefit and other guarantees provided through Contracts that offer the Portfolio as an investment option, and the ability of an insurance company Affiliate to manage (e.g., through the use of various hedging techniques) the risks associated with these benefits and guarantees. The Adviser’s investment decisions and the design of the Portfolios may be influenced by these factors. For example, the Portfolios or models and strategies may be managed or designed in a manner (e.g., using more conservative or less volatile investment styles, including volatility management strategies) that could reduce potential losses and/or mitigate financial risks to insurance company Affiliates that provide the benefits and guarantees and offer the Portfolios as investment options in their products, and also could facilitate such an insurance company’s ability to provide benefits and guarantees under its Contracts, including by making more predictable the costs of the benefits and guarantees and by reducing the regulatory capital needed to provide them. The financial benefits to the Adviser’s insurance company Affiliates may be material. The performance of a Portfolio also may adversely impact the value of Contracts that offer the Portfolio as an investment option and could suppress the value of the benefits and guarantees offered under a Contract.

A significant percentage of a Portfolio’s shares may be owned or controlled by the Adviser and/or its Affiliates, other Portfolios advised by the Adviser (including funds of funds), or other large shareholders, including primarily insurance company separate accounts and qualified plans. Accordingly, a Portfolio is subject to the potential for large-scale inflows and outflows as a result of purchases and redemptions of its shares by such shareholders, including in connection with substitution and other transactions by Affiliates of the Adviser. These inflows and outflows may be frequent and could negatively affect a Portfolio’s net asset value and performance, and could cause a Portfolio to purchase or sell securities at a time when it would not normally do so. It would be particularly disadvantageous for a Portfolio if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. These inflows and outflows also could negatively affect a Portfolio’s ability to meet shareholder redemption requests or could limit a Portfolio’s ability to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. During periods of declining or illiquid markets, the Adviser or its Affiliates also may be subject to conflicts of interest

 

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in selecting shares of Portfolios for redemption and in deciding whether and when to redeem such shares. In addition, these inflows and outflows could increase a Portfolio’s brokerage or other transaction costs, and large-scale outflows could cause a Portfolio’s actual expenses to increase, or could result in a Portfolio’s current expenses being allocated over a smaller asset base, which, depending on any applicable expense caps, could lead to an increase in the Portfolio’s expense ratio.

The Portfolios or other portfolios for which the Adviser serves as investment adviser may be used as variable insurance trusts for unaffiliated insurance companies’ insurance products. These unaffiliated insurance companies have financial arrangements (which may include revenue sharing arrangements) with the Adviser’s insurance company Affiliates. These financial arrangements could create an incentive for the Adviser, in its selection process, to favor Underlying Portfolios and Underlying ETFs and Sub-Advisers that are affiliated with these unaffiliated insurance companies.

Consistent with its fiduciary duties, the Adviser seeks to implement each Portfolio’s investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolio’s investment objective, policies and strategies described in detail in the Prospectus.

Certain Conflicts Related to the Adviser and its Affiliates Acting for Multiple Clients

The Adviser and certain of its Affiliates manage or advise other funds and accounts that have investment objectives and strategies that are similar to those of the Portfolios and/or that engage in and compete for transactions in the same types of securities and instruments as the Portfolios. Such transactions could affect the prices and availability of the securities and instruments in which a Portfolio invests, directly or indirectly, and could have an adverse impact on a Portfolio’s performance. For example, when another fund or account managed or advised by the Adviser or an Affiliate implements a portfolio decision or strategy ahead of, or at the same time as, similar portfolio decisions or strategies for one or more Portfolios, market impact, liquidity constraints, or other factors could result in a Portfolio receiving less favorable investment results, and the costs of implementing such portfolio decisions or strategies could be increased or a Portfolio could otherwise be disadvantaged. The Adviser and certain of its Affiliates also manage or advise other funds and accounts that have investment objectives and strategies that differ from, or may be contrary to, those of the Portfolios. Other funds and accounts may buy or sell positions while a Portfolio is undertaking the same or a different, including potentially opposite, strategy, which could disadvantage or adversely affect a Portfolio. A position taken by the Adviser and/or its Affiliates on behalf of one or more other funds or accounts may be contrary to a position taken on behalf of a Portfolio or may be adverse to a company or issuer in which a Portfolio has invested. For example, the Adviser and/or its Affiliates may advise other funds or accounts with respect to different parts of the capital structure of the same issuer, or with respect to classes of securities that are subordinate or senior to securities, in which a Portfolio invests. As a result, the Adviser and/or its Affiliates may pursue or enforce rights or activities, or refrain from pursuing or enforcing rights or activities, on behalf of other funds and accounts with respect to a particular issuer in which one or more Portfolios have invested. In addition, the Adviser may pursue, or refrain from pursuing, on behalf of one or more of the Portfolios, class action litigation that may be adverse to the interests of certain of the Adviser’s Affiliates.

A Portfolio’s performance will usually differ from the performance of other funds or accounts that are also managed or advised by the Adviser or its Affiliates even in cases where the investment objectives and strategies of the relevant funds or accounts are similar. The Adviser and certain of its Affiliates may give advice to, or take actions with respect to, other funds or accounts that may compete or conflict with advice the Adviser may give to, or actions the Adviser may take with respect to, the Portfolios. In addition, when the Adviser and/or its Affiliates seek to buy or sell the same security or instrument on behalf of more than one fund or account, including a Portfolio, the Adviser and/or its Affiliates may have an incentive to allocate more favorable trades to certain funds or accounts, including a Portfolio. (For additional information about the Adviser’s trade aggregation and allocation policies, please see the section of the SAI entitled “Brokerage Allocation and Other Strategies.”) It is possible that a Portfolio could sustain losses during periods in which one or more other funds or accounts that are managed or advised by the Adviser or its Affiliates achieve significant gains. The opposite result is also possible.

 

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In addition, the Adviser or, as applicable, an affiliated Sub-Adviser may restrict the investment policies or the design of a Portfolio or its investment decisions and activities on behalf of a Portfolio in various circumstances, including as a result of regulatory or other restrictions applicable to one or more Affiliates, internal policies designed to comply with such restrictions, and/or potential reputational risk in connection with funds or accounts (including the Portfolios). For example, if the Adviser and/or its Affiliates come into possession of material non-public information regarding other funds or accounts that are also managed or advised by the Adviser or its Affiliates, they may be prohibited by legal and regulatory constraints, or internal policies and procedures, from using that information in connection with transactions made on behalf of the Portfolios. In addition, potential conflicts of interest exist when the Adviser and/or its Affiliates maintain certain overall limitations on investments in securities or other instruments due to, among other things, investment restrictions imposed on the Adviser and/or its Affiliates by law, regulation (for example, banking or insurance regulations), mechanisms imposed by certain issuers (for example, poison pills), or the Adviser’s and/or its Affiliates’ own internal policies (including, for example, for risk management purposes). Certain of these restrictions may impose limits on the aggregate amount of investments that may be made by affiliated investors. In these circumstances, the Adviser or, as applicable, an affiliated Sub-Adviser may be precluded from purchasing securities or other instruments (that it might otherwise purchase) for a Portfolio if the purchase would cause the Portfolio and its affiliated investors to exceed an applicable limit, or the Adviser or, as applicable, an affiliated Sub-Adviser may be required to sell securities or other instruments (that it might otherwise prefer that a Portfolio hold) in order to comply with such a limit. In addition, aggregate investment limitations could cause dispersion among funds and accounts managed or advised by the Adviser and/or its Affiliates with similar investment objectives and strategies.

Shareholders also should be aware that the Trust’s Chief Executive Officer and other principal officers are also principals and/or employees of the Adviser and/or its Affiliates, and these principals and employees have obligations to such other entities and/or their clients, and may come into possession of information, that could give rise to a potentially conflicting division of loyalties and/or responsibilities, which could have an adverse effect on a Portfolio and could benefit the Adviser and/or its Affiliates. For example, the Trust’s Chief Executive Officer serves (among other executive positions) as Chief Investment Officer for Equitable Financial and certain other Affiliates, and certain of the Trust’s other principal officers hold executive positions, including in operations, legal, and compliance, with the Adviser and/or its Affiliates. For additional information about the principal occupations of the Trust’s Chief Executive Officer and other principal officers (including positions held with the Adviser and/or its Affiliates), please see the section of the SAI entitled “Management of the Trust.”

Certain Conflicts Related to the Joint Use of Vendors and Other Service Providers

Certain service providers to the Portfolios (including sub-advisers, accountants, custodians, attorneys, lenders, bankers, brokers, consultants and investment or commercial banking firms) provide goods and services to, or have business, personal, financial or other relationships with, the Adviser and/or its Affiliates. Such service providers may be clients of the Adviser and/or its Affiliates, sources of investment opportunities, co-investors or commercial counterparties or entities in which the Adviser and/or its Affiliates have an investment or other interest. In addition, certain employees of the Adviser and/or its Affiliates and/or the Trustees of the Trust could have immediate family members or other relatives or friends employed by or serving as board members of such service providers. These relationships could have the appearance of affecting or potentially influencing the Adviser in deciding whether to select or recommend such service providers to perform services for the Portfolios or terminate such service providers.

Certain Conflicts Related to Proxy Voting

The Adviser and the Sub-Advisers have implemented policies and procedures designed to prevent conflicts of interest from influencing proxy voting decisions that they make on behalf of their clients, including the Portfolios, and to help ensure that such decisions are made in accordance with their fiduciary obligations to their clients. Notwithstanding such proxy voting policies and procedures, actual proxy voting decisions made by the Adviser and/or a Sub-Adviser in respect of securities held by the Portfolios may have the effect of favoring the interests of the Adviser and/or its Affiliates and/or the Sub-Adviser and/or funds or accounts other than the

 

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Portfolios; provided, that the Adviser and/or the Sub-Adviser believes such voting decisions to be in accordance with their fiduciary obligations. In addition, it is possible that the Adviser’s Affiliates may invest in the same securities held by the Portfolios. The Adviser’s Affiliates may have different proxy voting policies and procedures and, as a result, the Adviser may vote differently than its Affiliates. Please see Appendix C to this SAI for the Trust’s Proxy Voting Policies and Procedures. A description of the proxy voting policies and procedures that each Sub-Adviser uses to determine how to vote proxies relating to a Portfolio’s portfolio securities is included in Appendix C to this SAI.

Certain Conflicts Related to Securities Lending

Certain securities loan termination practices have the potential to benefit corporate shareholders and could have an adverse impact on a lending Portfolio. During the time a portfolio security is on loan, if the issuer of the security makes an interest or dividend payment, the borrower pays the lending Portfolio a substitute payment equal to any interest or dividends the lending Portfolio would have received directly from the issuer of the security had the Portfolio not loaned the security. When a lending Portfolio receives dividends directly from domestic or certain foreign corporations, a portion of the dividends paid by the Portfolio to its shareholders and attributable to those dividends (but not the portion attributable to substitute payments) may be eligible for: (i) treatment as “qualified dividend income” in the hands of individuals, or (ii) the dividends-received deduction in the hands of corporate shareholders. Please see the section of the SAI entitled “Taxation”. The Adviser has implemented processes to ensure that a Portfolio does not engage in securities loan termination practices that would cause the Portfolio to terminate a securities loan – and forgo any income on the loan after the termination – in anticipation of a dividend payment.

Certain Conflicts Related to Personal Securities Transactions

The Adviser and its Affiliates, including their respective managers, partners, directors, trustees, officers, and employees, the Trustees of the Trust, and a Sub-Adviser and its affiliates face conflicts of interest when transacting in securities for their own accounts because they could benefit by trading in the same securities as a Portfolio, which could have an adverse effect on a Portfolio. In addition, the Adviser and its Affiliates, including their respective managers, partners, directors, trustees, officers, and employees, the Trustees of the Trust, and a Sub-Adviser and its affiliates may acquire material non-public information regarding individual securities in connection with their official duties. The Trust, the Adviser, the Administrator, each Sub-Adviser, and the Distributor each have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that imposes certain restrictions on securities transactions in the personal accounts of covered persons to help avoid conflicts of interest.

Certain Conflicts Related to the Valuation of the Portfolios’ Investments

There is an inherent conflict of interest where the Adviser or its Affiliates value, or provide any assistance in connection with the valuation, of the Portfolios’ investments and the Adviser or its Affiliates are receiving a fee based on the value of such investments. Overvaluing certain positions held by the Portfolios will inflate the value of the investments as well as the performance record of the Portfolios, which would likely increase the fees payable to the Adviser and/or its Affiliates. As a result, there may be circumstances where the Adviser has an incentive to determine valuations that are higher than the actual fair value of investments.

Certain Conflicts Related to Trade Errors and Other Operational Mistakes

Trade errors and other operational mistakes occasionally occur in connection with the Adviser’s or an Affiliate’s management of funds and accounts, including the Portfolios. Trade errors and other operational mistakes can result from a variety of situations, including situations involving portfolio management (e.g., inadvertent violation of investment restrictions), trading, processing, or other functions (e.g., miscommunication of information, such as wrong number of shares, wrong price, wrong account, calling a transaction a buy rather than a sell and vice versa, etc.). The Adviser’s policies and procedures generally do not require perfect implementation of investment management decisions or trading, processing, or other functions performed by the Adviser. Therefore, depending on the facts and circumstances, not all mistakes will be considered

 

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compensable to an impacted fund or account, including a Portfolio. The Adviser or an Affiliate, including an affiliated Sub-Adviser, could face a potential conflict of interest when the Adviser identifies a trade error or other operational mistake that is considered compensable to an impacted Portfolio and the Adviser or an Affiliate, including an affiliated Sub-Adviser, is responsible for compensating the Portfolio.

The Adviser’s policies and procedures require that all trade errors affecting a Portfolio’s account be resolved promptly and fairly. Further, any transaction relating to the disposition of a trading error in which the Adviser’s own interests are placed before those of a Portfolio is prohibited. The Adviser will not use Portfolio assets to correct a trading error.

Certain Conflicts Related to Brokerage Transactions, including with Affiliates

To the extent permitted by applicable law and in accordance with procedures established by the Trust’s Board, the Trust may engage in brokerage transactions with brokers that are affiliates of the Adviser or its Affiliates, including Sanford C. Bernstein & Co., LLC, Sub-Advisers, brokers who are affiliates of such Sub-Advisers, or unaffiliated brokers who trade or clear through affiliates of the Adviser or such Sub-Advisers. A Portfolio’s portfolio managers may be able to select or influence a Sub-Adviser’s selection of the brokers that are used to execute securities transactions for the Portfolio. The Adviser’s and/or its Affiliates’ other existing or potential business relationships, including with Sub-Advisers, or other financial or personal relationships, could create an incentive for a Portfolio’s portfolio managers, in the selection process, to favor certain brokers, including affiliated brokers. The Adviser and the Sub-Advisers, as appropriate, seek to obtain the best net price and execution on all orders placed for the Portfolios, considering all the circumstances. Any such transactions with an affiliated broker are executed in accordance with the provisions of Rule 17e-1 under the 1940 Act. For additional information about brokerage transactions, including with affiliates, please see the section of this SAI entitled “Brokerage Allocation and Other Strategies.”

Certain Conflicts Related to Distributions of Assets Other Than Cash

With respect to redemptions from the Portfolios, the Portfolios may, in certain circumstances, have discretion to decide whether to permit or limit redemptions and whether to make distributions in connection with redemptions in the form of securities or other assets, and in such case, the composition of such distributions. In making such decisions, the Adviser may have a potentially conflicting division of loyalties and responsibilities with respect to redeeming shareholders (which, in certain cases, could be funds-of-funds) and remaining shareholders.

Certain Conflicts Related to Gifts and Entertainment, Political Contributions, and Outside Business Activities

The code of ethics adopted by the Trust, the Adviser, the Administrator, and the Distributor contains a policy to address the conflicts of interest related to the giving or receipt of gifts and/or entertainment to or from clients, intermediaries, current or potential Sub-Advisers, or current or potential service providers or third-party vendors to the Portfolios or the Adviser or its Affiliates, which could have the appearance of affecting or may potentially affect the judgment of covered persons or the manner in which they conduct business. The policy requires the reporting and/or pre-clearance of gifts, meals and entertainment given or received that exceeds certain thresholds. The Adviser also has adopted a policy that prohibits covered persons from making any direct or indirect political contribution to any political party, elected official or candidate with the intention of soliciting or maintaining investment advisory business for the Adviser. Further, given the nature of the Adviser’s business, its duties to its clients and the role of investment advisory professionals generally, covered persons who engage in outside business activities may face numerous conflicts of interest. Outside business activities include, but are not limited to, service as an officer, employee or member of the board of another organization that is not affiliated with the Adviser, consulting engagements, and public and charitable positions. To avoid such conflicts, covered persons must receive pre-approval from the compliance department prior to pursuing any outside business activities. Actual and potential conflicts of interest are analyzed during the pre-clearance and pre-approval processes.

 

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PURCHASE, REDEMPTION AND PRICING OF SHARES

The Trust will offer and sell its shares for cash or securities based on each Portfolio’s net asset value per share, which will be determined in the manner set forth below. Shares of a Portfolio will be issued to a shareholder upon receipt of consideration.

The net asset value of the shares of each class of each Portfolio will be determined once daily, immediately after the declaration of dividends, if any, at the close of business on each business day as defined below. The net asset value per share of each class of a Portfolio will be computed by dividing the sum of the investments held by that Portfolio applicable to that class plus any cash or other assets, minus all liabilities, by the total number of outstanding shares of that class of the Portfolio at such time. All expenses borne by the Trust and each of its classes will be accrued daily.

The net asset value per share of each Portfolio will be determined and computed as follows, in accordance with generally accepted accounting principles and consistent with the 1940 Act:

 

   

The assets belonging to each Portfolio will include (i) all consideration received by the Trust for the issue or sale of shares of that particular Portfolio, together with all assets in which such consideration is invested or reinvested, (ii) all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, (iii) any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, and (iv) “General Items,” if any, allocated to that Portfolio. “General Items” include any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Portfolio. General Items will be allocated in a manner or pursuant to procedures that the Board considers fair and equitable.

 

   

The liabilities belonging to each Portfolio will include (i) the liabilities of the Trust in respect of that Portfolio, (ii) all expenses, costs, charges and reserves attributable to that Portfolio, and (iii) any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Portfolio which have been allocated in a manner or pursuant to procedures that the Board considers fair and equitable.

The value of each Portfolio is normally determined at the close of business on each “business day.” Generally, this would be at the close of regular trading on the New York Stock Exchange (“NYSE”) on days the NYSE is open for trading (usually 4:00 p.m. Eastern Time). In the event of an emergency or other disruption in trading on the NYSE, the value of each Portfolio would still normally be determined as of 4:00 p.m. Eastern Time. The NYSE is closed on New Year’s Day (observed), Martin Luther King, Jr. Day, Washington’s Birthday (observed), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas.

The Board has approved pricing procedures governing the method by which Portfolio securities are valued for purposes of determining the net asset values for the Portfolios. While the Board has primary responsibility to shareholders for ensuring that appropriate valuation methods are used to value the assets of the Trust, the Board has delegated certain valuation functions for the Portfolios to the Administrator. The Portfolios may rely on pricing services or broker quotes to obtain the current market value of securities for which market quotations are readily available. Accordingly, the pricing procedures authorize the Administrator to engage the services of one or more independent pricing services approved by the Board to assist in valuing the assets of the Trust. In addition, there may be occasions when a different pricing provider or methodology is used. The Administrator monitors the performance of these services on an ongoing basis.

Generally, the assets of each Portfolio and each Underlying Portfolio that is managed by the Adviser are valued as follows:

 

   

Stocks listed on national securities exchanges (including securities issued by ETFs) are valued at the last sale price or official closing price, or, if there is no sale or official closing price, at the latest available bid price provided by a pricing service. Securities listed on the Nasdaq Stock Market will be valued using the Nasdaq Official Closing Price (“NOCP”). Generally, the NOCP will be the last sale price unless the reported trade for the security is outside the range of the bid/ask price. In such

 

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cases, the NOCP will be normalized to the nearer of the bid or ask price. Other unlisted stocks are valued at their last sale price or official closing price or, if there is no reported sale during the day or official closing price, at a bid price estimated by a broker.

 

   

Foreign securities not traded directly, or in ADRs or similar form, in the U.S. are valued at most recent sales or bid price from the primary exchange in the currency of the country of origin. Foreign currency is converted into U.S. dollar equivalent at current exchange rates. Because foreign securities sometimes trade on days when a Portfolio’s shares are not priced, the value of the Portfolio’s investment that includes such securities may change on days when shares of the Portfolio cannot be purchased or redeemed.

 

   

U.S. Treasury securities and other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, corporate bonds and notes are generally valued on the basis of prices provided by a pricing service. The pricing services may utilize many inputs that are observable in making evaluations which may include, but are not limited to, trading activity for similar securities, issuer details, yields, default rates, credit spreads, quoted prices and any developments related to the specific securities. However, when such prices are not available, such securities are generally valued at a bid price estimated by a broker.

 

   

Convertible preferred stocks listed on national securities exchanges or included on the Nasdaq Stock Market are valued as of their last sale price or, if there is no sale, at the latest available bid price.

 

   

Convertible bonds, and unlisted convertible preferred stocks, are valued at prices obtained from a pricing service for such instruments or, if a pricing service price is not available, at bid prices obtained from one or more of the major dealers in such bonds or stocks. Where there is a discrepancy between dealers, values may be adjusted based on recent premium spreads to the underlying common stocks. Convertible bonds may be matrix-priced based upon the conversion value to the underlying common stocks and market premiums.

 

   

Mortgage-backed and asset-backed securities are valued at prices obtained from a bond pricing service where available, or at a bid price obtained from one or more of the major dealers in such securities. If a quoted price is unavailable, an equivalent yield or yield spread quotes will be obtained from a broker and converted to a price.

 

   

Exchange traded options are valued at their last sales price or, if not available, previous day’s sales price or current day’s bid price. If the bid price is higher or the asked price is lower than the last sale price, the higher bid or lower asked price may be used. Options not traded on an exchange or actively traded are valued according to fair value methods. The market value of a put or call option will usually reflect, among other factors, the market price of the underlying security.

 

   

Futures contracts are valued at their last settlement price or, if there is no sale, at the latest available bid price.

 

   

Forward foreign exchange contracts are valued by interpolating between the forward and spot currency rates as quoted by a pricing service as of a designated hour on the valuation date.

 

   

Repurchase agreements and reverse repurchase agreements are valued at original cost (par) plus accrued interest. Other pricing methods may be utilized such as amortized cost depending on the features of the instrument.

 

   

Swaps are valued utilizing prices provided by an approved pricing service.

 

   

Shares of the Underlying Portfolios held by the Equitable Growth MF/ETF Portfolio and Equitable Moderate Growth MF/ETF Portfolio, as well as shares of open end mutual funds (other than ETFs) held by any other Portfolio, will be valued at the net asset value of the shares of such funds as described in the funds’ prospectuses.

 

   

Securities and assets for which market quotations are not readily available or for which valuation cannot be provided are valued in good faith under the direction of the Board. For example, a

 

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security whose trading has been halted during the trading day may be fair valued based on the available information at the time of the close of trading market.

Pricing services may use, without limitation, a matrix or formula method that takes into consideration market indices, matrices, yield curves and other specified inputs and assumptions. This may result in the securities being valued at a price different from the price that would have been determined had the matrix or formula method not been used. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a Portfolio may hold or transact in such securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. A Portfolio’s ability to value its investment may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.

To assist the Board with its pricing responsibilities, the Trust’s Valuation Committee evaluates pricing services for selection by the Board and monitors pricing service reliability and price quality. In this connection, the Valuation Committee, with the assistance of the Administrator, conducts ongoing monitoring and oversight of each pricing service. In certain instances, the Valuation Committee may determine that a reported valuation is unreliable, based on additional information available or other factors, and may accordingly determine in good faith the fair value of the assets, which may differ from the reported valuation. When such circumstances arise, the Administrator is responsible for coordinating with the pricing services, the Valuation Committee and, when applicable, the various Sub-Advisers to facilitate valuation.

Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined, such as foreign securities trading on foreign exchanges that may close before the time the net asset value is determined, may be reflected in the Trust’s calculations of net asset values for each applicable Portfolio when the Trust deems that the event or circumstance would materially affect such Portfolio’s net asset value. Such events or circumstances may be company specific, such as an earning report, country or region specific, such as a natural disaster, or global in nature. Such events or circumstances also may include price movements in the U.S. securities markets.

The Valuation Committee determines the value of any of the Trust’s securities and assets for which market quotations are not readily available or for which valuation cannot otherwise be provided in accordance with procedures adopted by the Board. The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by a fair valuation method adopted by the Trust’s Board that relies on other available pricing inputs. As such, fair value pricing is based on subjective judgments and it is possible that the valuations reached may differ materially from the value realized on a sale. This policy is intended to assure that the Portfolio’s net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a Portfolio’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Portfolio’s net asset value by those traders.

Redemptions In Kind

The Trust’s organizational documents provide that it may redeem its shares in kind. The Trust has elected, pursuant to Rule 18f-1 under the 1940 Act, to commit itself to pay in cash all requests for redemption by any shareholder of record, limited in amount with respect to each shareholder during any 90-day period to the lesser of: (i) $250,000; or (ii) 1% of the net asset value of the Trust at the beginning of such period. If shares are redeemed through a distribution of assets of the Trust, the recipient would incur brokerage commissions upon the sale of such securities.

The Trust also reserves the right to redeem its shares in kind under appropriate circumstances, such as in connection with transactions involving the substitution of shares of one Portfolio (the replacement portfolio) for shares of another Portfolio (the replaced portfolio) held by insurance company separate accounts to fund Contracts.

TAXATION

Each Portfolio is treated for federal tax purposes as a separate corporation. The Trust intends that each Portfolio will qualify each taxable year to be treated as a RIC (that is, a “regulated investment company” under

 

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Subchapter M of Chapter 1, Subtitle A, of the Code). By doing so, a Portfolio will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss, and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders. Such qualification does not involve supervision of management or investment practices or policies by any governmental agency or bureau.

To qualify for treatment as a RIC, a Portfolio must distribute annually to its shareholders at least the sum of 90% of its investment company taxable income and 90% of its net exempt interest income (“Distribution Requirement”) and must meet several additional requirements. With respect to each Portfolio, these requirements include the following: (1) the Portfolio must derive at least 90% of its gross income each taxable year from (a) dividends, interest, payments with respect to securities loans and gains (without regard to losses) from the sale or other disposition of securities or foreign currencies, or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in securities or those currencies (“Qualifying Income”), and (b) net income from an interest in a “qualified publicly traded partnership” (defined below) (“QPTP”) (“Income Requirement”); and (2) at the close of each quarter of the Portfolio’s taxable year, (a) at least 50% of the value of its total assets must be represented by cash and cash items, Government securities, securities of other RICs (collectively, “Qualifying Assets”), and other securities, with these other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Portfolio’s total assets and that does not represent more than 10% of the issuer’s outstanding voting securities (equity securities of QPTPs being considered voting securities for these purposes), and (b) not more than 25% of the value of its total assets may be invested in (i) the securities (other than Government securities or securities of other RICs) of any one issuer, (ii) the securities (other than securities of other RICs) of two or more issuers the Portfolio controls (by owning 20% or more of their voting power) that are determined to be engaged in the same, similar or related trades or businesses, or (iii) the securities of one or more QPTPs (collectively, “Subchapter M Diversification Requirements” and, together with the Income Requirement, “Other Requirements”). A QPTP is defined as a “publicly traded partnership” (generally, a partnership the interests in which are “traded on an established securities market” or are “readily tradable on a secondary market (or the substantial equivalent thereof)” that meets certain qualifying income requirements, other than a partnership at least 90% of the gross income of which consists of Qualifying Income.

If a Portfolio failed to qualify for treatment as a RIC for any taxable year  —  either (1) by failing to satisfy the Distribution Requirement, even if it satisfied all the Other Requirements, or (2) by failing to satisfy one or more of the Other Requirements and was unable, or determined not, to avail itself of Code provisions that enable a RIC to cure a failure to satisfy any of the Other Requirements as long as the failure “is due to reasonable cause and not due to willful neglect” and the RIC pays a deductible tax calculated in accordance with those provisions and meets certain other requirements  —  (a) it would be taxed as an ordinary corporation on its taxable income for that year without being able to deduct the distributions it makes to its shareholders, (b) each “segregated asset account” (i.e, insurance company separate account) (“Separate Account”) invested in the Portfolio would fail to satisfy the diversification requirements described below, with the result that the Contracts supported by each such account would no longer be eligible for tax deferral, and (c) all distributions out of the Portfolio’s earnings and profits, including distributions of net capital gain, would be taxable to its shareholders as dividends (i.e., ordinary income, except that, for individual and certain other non-corporate shareholders, the part thereof that is “qualified dividend income” would be subject to federal income tax at the rates for net capital gain  — a maximum of 15% for a single shareholder with taxable income not exceeding $445,850 ($501,600 for married shareholders filing jointly) and 20% for those non-corporate shareholders with taxable income exceeding those respective amounts, which apply for 2021 and will be adjusted for inflation annually thereafter); those dividends also would be eligible for the dividends-received deduction available to corporations under certain circumstances. In addition, the Portfolio could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying for RIC treatment.

 

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Subchapter L of Chapter 1, Subtitle A, of the Code (“Subchapter L”) requires that each Separate Account in which Contract premiums are invested be “adequately diversified” (as described in the next paragraph). If a Portfolio satisfies certain requirements regarding the types of shareholders it has and the availability of its shares, which each Portfolio intends to continue to do, then a Separate Account will be able to “look through” that Portfolio, and in effect treat a pro rata portion of the Portfolio’s assets as the account’s assets, for purposes of determining whether the account is diversified. Moreover, if an Underlying Portfolio (that qualifies for treatment as a RIC) in which a Portfolio invests also satisfies those requirements, a Separate Account investing in that Portfolio will effectively treat a pro rata portion of the Underlying Portfolio’s assets as its own for those purposes. The same treatment will not apply, however, with respect to any ETF (even one that also is treated as a RIC) in which a Portfolio invests, which instead will be treated for those purposes as a single investment.

Because the Trust is used to fund Contracts, each Portfolio and Underlying Portfolio must meet the diversification requirements imposed by Subchapter L and the regulations thereunder (“Subchapter L Diversification Requirements”) on Separate Accounts (which are in addition to the Subchapter M Diversification Requirements) or those Contracts will fail to qualify as life insurance policies or annuity contracts for federal tax purposes. (As used in the balance of this “Taxation” section (other than the last paragraph thereof), the word “Portfolio” includes each Underlying Portfolio and each Underlying ETF that is treated as a RIC.) In general, for a Portfolio (and, therefore, any Separate Account that invests therein) to meet the Subchapter L Diversification Requirements, Treasury regulations require that, except as permitted by the “safe harbor” described below, no more than 55% of the total value of its assets may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments and no more than 90% by any four investments. Generally, for these purposes, all securities of the same issuer are treated as a single investment. Furthermore, the Code provides that each U.S. Government agency or instrumentality is treated as a separate issuer. Subchapter L provides, as a safe harbor, that a Separate Account will be treated as being adequately diversified if the Subchapter M Diversification Requirements are satisfied and no more than 55% of the value of the account’s total assets are Qualifying Assets. Compliance with the Subchapter L Diversification Requirements is tested on the last day of each quarter of each calendar year (which is each Portfolio’s taxable year). If a Portfolio has satisfied those requirements for the first quarter of its first taxable year, it will have a 30-day period after the end of each subsequent quarter in which to cure any non-compliance.

Many technical rules govern the computation of a Portfolio’s investment company taxable income (or income and deductions, in the case of an ETF that is a grantor trust and not a RIC, such as an ETF that invests primarily in commodities) and net capital gain. For example, dividends are generally treated as received on the ex-dividend date. Also, certain foreign currency losses and capital losses arising after October 31 of a given year may be treated as if they arise on the first day of the next taxable year.

A Portfolio that invests in foreign securities or currencies may be subject to foreign taxes that could reduce its investment performance.

A Portfolio may invest in the stock of PFICs if that stock is a permissible investment. A PFIC is any foreign corporation (with certain exceptions) that, in general, meets either of the following tests for a taxable year: (1) at least 75% of its gross income is passive or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income. Under certain circumstances, a Portfolio will be subject to federal income tax on a portion of any “excess distribution” it receives on the stock of a PFIC and/or of any gain from disposition of that stock (collectively, “PFIC income”), plus interest thereon, even if the Portfolio distributes the PFIC income as a dividend to its shareholders. The balance of the PFIC income will be included in the Portfolio’s investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders.

If a Portfolio invests in a PFIC and elects to treat the PFIC as a “qualified electing fund” (“QEF”), then in lieu of the foregoing tax and interest obligation, the Portfolio will be required to include in its gross income each taxable year its pro rata share of the QEF’s annual ordinary earnings and net capital gain (which it may have to distribute to satisfy the Distribution Requirement), even if the QEF did not distribute those earnings and gain to the Portfolio. In most instances it will be very difficult, if not impossible, to make this election because of certain of its requirements.

 

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A Portfolio may elect to “mark to market” its stock in certain PFICs. “Marking-to-market,” in this context, means including in gross income each taxable year (and treating as ordinary income) the excess, if any, of the fair market value of a PFIC’s stock over a Portfolio’s adjusted basis therein as of the end of that year. Pursuant to the election, a Portfolio also would be allowed to deduct (as an ordinary, not a capital, loss) the excess, if any, of its adjusted basis in PFIC stock over the fair value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock the Portfolio included in income for prior taxable years under the election. A Portfolio’s adjusted basis in each PFIC’s stock with respect to which it has made this election will be adjusted to reflect the amounts of income included and deductions taken thereunder.

A Portfolio may acquire (1) zero-coupon bonds issued with OID, (2) payment-in-kind bonds, and/or (3) TIPS or other inflation-indexed securities on which principal is adjusted based on changes in the Consumer Price Index. A Portfolio must include in its gross income the OID that accrues on OID securities, bonds it receives as “interest” on payment-in-kind bonds, and the amount of any principal increases on inflation-indexed securities during the taxable year, even if it receives no corresponding payment on them during the year. Because a Portfolio annually must distribute substantially all of its investment company taxable income, including any accrued OID and other non-cash income, to satisfy the Distribution Requirement, it might be required in a particular tax year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives. Those distributions would have to be made from a Portfolio’s cash assets or, if necessary, from the proceeds of sales of its portfolio securities. A Portfolio might realize capital gains or losses from those sales, which would increase or decrease its investment company taxable income and/or net capital gain.

Certain Portfolios operate under a “fund of funds” structure, under which they invest in securities issued by, among other things, one or more Underlying Portfolios (which term, as used in this paragraph, includes Underlying ETFs that are RICs) (see the section of this SAI entitled “Investment Strategies and Risks”). Accordingly, such a Portfolio’s income will consist of distributions from the Underlying Portfolio(s) in which it invests and net gains realized from the disposition of Underlying Portfolio shares. If an Underlying Portfolio qualifies for treatment as a RIC, (1) dividends paid to a Portfolio from the Underlying Portfolio’s investment company taxable income (which may include net gains from certain foreign currency transactions) will be taxable to the Portfolio as ordinary income to the extent of the Underlying Portfolio’s current and accumulated earnings and profits (as calculated for federal tax purposes) and (2) distributions paid to a Portfolio from the Underlying Portfolio’s net capital gain will be taxable to the Portfolio as long-term capital gains, regardless of how long the Portfolio has held the Underlying Portfolio’s shares. (As noted above, the Portfolio will be able to avoid having to pay entity-level federal income tax on these dividends and other distributions by distributing the amount thereof to its shareholders.) If a Portfolio purchases shares of an Underlying Portfolio within 30 days before or after redeeming other shares of that Underlying Portfolio at a loss (whether pursuant to a rebalancing of the Portfolio’s portfolio or otherwise), all or a part of the loss will not be deductible by the Portfolio and instead will increase its basis in the newly purchased shares.

As described above, a Portfolio will not be subject to U.S. federal income tax on its investment company taxable income and net capital gain that it distributes to its shareholders in each taxable year. Also, a Portfolio will be subject to a non-deductible 4% excise tax to the extent that the Portfolio does not distribute by the end of each calendar year: (a) at least 98% of its ordinary income for the calendar year; (b) at least 98.2% of its capital gain net income for the one-year period ending, as a general rule, on October 31 of each year; and (c) 100% of the undistributed ordinary income and capital gain net income from the preceding calendar years (if any). For this purpose, any income or gain retained by a Portfolio that is subject to corporate tax will be considered to have been distributed by year-end.

For federal income tax purposes, a Portfolio is permitted to carry forward a net capital loss incurred in any year to offset net capital gains, if any, in any subsequent year until such loss carry forwards have been fully used. Capital losses carried forward will retain their character as either short-term or long-term capital losses. To the extent subsequent net capital gains are offset by such losses, they would not result in federal income tax liability to a Portfolio and would not be distributed as such to shareholders.

A Portfolio’s ability to carry forward capital losses, if any, and to use them to offset future gains may be limited if a Portfolio undergoes an ownership change as described in section 382 of the Code. Such an

 

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ownership change of a Portfolio can occur if an insurance company holding more than 50% of the Portfolio’s shares in its separate accounts itself undergoes an ownership change. Also, a Portfolio may undergo an ownership change if it is combined with another Portfolio in a reorganization. A Portfolio’s pre-change losses (including capital loss carryforwards, net current-year capital losses, and unrealized losses that exceed certain thresholds) become subject to limitations for purposes of offsetting post-change gains.

When ownership of a RIC with capital loss carryforwards undergoes such an ownership change, the Code imposes annual limitations on the use of capital loss carryforwards following the change in ownership. The amount of such loss carryforwards that can be used each year to offset post-change gains would generally be determined by multiplying the “federal long-term tax-exempt rate” by the value of the outstanding shares of the Portfolio (possibly subject to adjustment for purposes of these rules) immediately prior to the change.

The amount of realized and unrealized gains and losses of a Portfolio undergoing an ownership change, as well as the size of the Portfolio, at the time of the ownership change will determine the extent to which the Portfolio’s losses, both realized and unrealized, will be available to reduce gains realized by the Portfolio in each year following the change, and consequently the extent to which the Portfolio may be required to distribute gains to its shareholders earlier than would have been the case absent the change.

OTHER INFORMATION

Delaware Statutory Trust.    The Trust is an entity of the type commonly known as a Delaware statutory trust. Delaware law provides a statutory framework for the powers, duties, rights and obligations of the Trustees and shareholders of the Trust, while the more specific powers, duties, rights and obligations of the Trustees and shareholders are determined by the Trustees as set forth in the Trust’s Second Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”) and Third Amended and Restated By-laws. Every shareholder of the Trust, by virtue of purchasing shares and becoming a shareholder, agrees to be bound by the terms of the Declaration of Trust. Some of the more significant provisions of the Declaration of Trust are described below.

Shareholder Liability.    Although Delaware law statutorily limits the potential liabilities of a Delaware statutory trust’s shareholders to the same extent as it limits the potential liabilities of a Delaware corporation’s shareholders, shareholders of a Portfolio could, under certain conflicts of laws jurisprudence in various states, be held personally liable for the obligations of the Trust or a Portfolio. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust or its series (the Portfolios) and permits notice of such disclaimer to be given in each written obligation made or issued by the Trustees or by any officers or officer by or on behalf of the Trust, a series, the Trustees or any of them in connection with the Trust. The Declaration of Trust provides for indemnification from a Portfolio’s property for all losses and expenses of any Portfolio shareholder held personally liable for the obligations of that Portfolio. Thus, the risk of a shareholder’s incurring financial loss on account of shareholder liability is limited to circumstances in which a Portfolio itself would be unable to meet its obligations, a possibility that the Adviser believes is remote and not material. Upon payment of any liability incurred by a shareholder solely by reason of being or having been a shareholder of a Portfolio, the shareholder paying such liability will be entitled to reimbursement from the general assets of the Portfolio. The Trustees intend to conduct the operations of the Portfolios in such a way as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of the Portfolios.

Classes of Shares.    The Declaration of Trust provides that the Board may establish portfolios and classes in addition to those currently established and that the Board may determine, in its sole discretion, the rights and preferences, limitations and restrictions, including qualifications for ownership, conversion and exchange features, minimum purchase and account size, expenses and charges, and other features of the portfolios and classes. The Board may change any of those features, terminate any portfolio or class, combine portfolios with other portfolios of the Trust, combine one or more classes of a portfolio with another class in that portfolio or convert the shares of one class into shares of another class.

A share of each class of a Portfolio represents an identical interest in that Portfolio’s investment portfolio and has the same rights, privileges and preferences. However, each class may differ with respect to sales charges, if any, distribution and/or service fees, if any, other expenses allocable exclusively to each class, voting rights on

 

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matters exclusively affecting that class, and its exchange privilege, if any. The different sales charges and other expenses applicable to the different classes of shares of the Portfolios will affect the performance of those classes. Each share of a Portfolio is entitled to participate equally in dividends, other distributions and the proceeds of any liquidation of that Portfolio. However, to the extent expenses of the classes differ, dividends and liquidation proceeds on Class IB and Class K shares will differ.

Voting Rights.    The Declaration of Trust provides for shareholder voting as required by the 1940 Act or other applicable laws but otherwise permits, consistent with Delaware law, actions by the Trustees without seeking the consent of shareholders. Trustees may fill vacancies on the Board or appoint new Trustees if the result is that at least two-thirds of the Trustees have been elected by shareholders.

Shareholders of each Portfolio are entitled to one vote for each full share held and fractional votes for fractional shares held. The shares of the Trust will be voted in the aggregate, except when a separate vote of each Portfolio is required by law or when a matter involves the termination of a Portfolio or any other action that the Board has determined will affect only the interests of one or more Portfolio or class. In accordance with current laws, it is anticipated that an insurance company issuing a Contract that participates in a Portfolio will request voting instructions from Contract owners and will vote shares or other voting interests in the insurance company’s separate account in proportion to the voting instructions received.

Shareholder Meetings.    The Trust does not hold annual meetings. Shareholders of record of no less than two-thirds of the outstanding shares of the Trust may remove a Trustee through a declaration in writing by consent of the Board or by vote cast in person or by proxy at a meeting called for that purpose. A meeting may be called to vote on the removal of a Trustee at the written request of holders of 10% of the outstanding shares of the Trust.

Class-Specific Expenses.    Each Portfolio may determine to allocate certain of its expenses (in addition to service and distribution fees) to the specific classes of its shares to which those expenses are attributable.

Derivative and Direct Actions.    Prior to bringing a derivative action, the Declaration of Trust requires that a demand by no fewer than three unrelated shareholders must be made on the Trustees. The Declaration of Trust details information, certifications, undertakings and acknowledgements that must be included in the demand. The Trustees are not required to consider a demand that is not submitted in accordance with the requirements contained in the Declaration of Trust. The Declaration of Trust also requires that, in order to bring a derivative action, the complaining shareholders must be joined in the action by shareholders representing, at the time of the alleged wrongdoing, at the time of demand, and at the time the action is commenced, at least 5% of all shares issued or outstanding, or of the Portfolios or classes to which such action relates if it does not relate to all Portfolios and classes.

The Declaration of Trust provides that no shareholder may bring a direct action claiming injury as a shareholder of any Portfolio or class thereof unless the shareholder has suffered an injury distinct from that suffered by shareholders of the Portfolio or class, generally. A shareholder bringing a direct claim must be a shareholder of the Portfolio or class against which the direct action is brought at the time of the injury complained of, or acquired the shares afterwards by operation of law from a person who was a shareholder at that time.

The Declaration of Trust also requires that direct or derivative actions by shareholders against the Trust be brought only in the Court of Chancery of the State of Delaware to the extent there is subject matter jurisdiction in such court for the claims asserted or, if not, then in the Superior Court of the State of Delaware, and that the right to jury trial be waived to the fullest extent permitted by law.

Amendments to the Declaration of Trust.    A shareholder vote is required for any amendment that would affect shareholders’ right to vote (i) for the election or removal of Trustees as provided in the Declaration of Trust, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, the Declaration of Trust, the By-Laws or any registration of the Trust with the SEC, or as the Board may consider necessary or desirable. The Board may otherwise restate, amend, or supplement the Declaration of Trust without shareholder approval.

 

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Availability of Net Asset Values.    Each business day, the Portfolios’ net asset values are transmitted electronically to shareholders (e.g., insurance companies, tax-qualified retirement plans and other eligible investors) and/or are available to shareholders upon request.

Additional Information.    No Portfolio is sponsored, endorsed, sold or promoted by any third party involved in, or related to, compiling, computing or creating any index. No third party index provider makes any representation or warranty, express or implied, to the issuer or owners of any Portfolio or any other person or entity regarding the advisability of investing in investment companies generally or in any Portfolio particularly or the ability of any index to track corresponding stock market performance. Indices are determined, composed and calculated by third parties without regard to any Portfolio or the issuer or owners of a Portfolio or any other person or entity. No third party index provider has any obligation to take the needs of the issuer or owners of any Portfolio or any other person or entity into consideration in determining, composing or calculating indices. Further, no third party index provider has any obligation or liability to the issuer or owners of any Portfolio or any other person or entity in connection with the administration, marketing or offering of a Portfolio.

Third party index providers shall obtain information for inclusion in or for use in the calculation of indices from sources that the third party index providers consider reliable, none of the third parties warrant or guarantee the originality, accuracy and/or the completeness of any index or any data included therein. None of the third party index providers make any warranty, express or implied, as to results to be obtained by the issuer of the Portfolios, owners of the Portfolios, or any other person or entity, from the use of any index or any data included therein. None of the third party index providers shall have any liability for any errors, omissions or interruptions of or in connection with any index or any data included therein. Further, none of the third party index providers make any express or implied warranties of any kind, and the third party index providers hereby expressly disclaim all warranties of merchantability and fitness for a particular purpose, with respect to each index and any data included therein. Without limiting any of the foregoing, in no event shall any of the third party index providers have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

OTHER SERVICES

Independent Registered Public Accounting Firm

                                          (“        ”), serves as the Trust’s independent registered public accounting firm.          is responsible for auditing the annual financial statements of the Trust.

Custodian

JPMorgan Chase Bank (“Chase”), 4 New York Plaza, Floor 15, New York, New York 10004-2413 serves as custodian of the Trust’s portfolio securities and other assets. Under the terms of the custody agreement between the Trust and Chase, Chase maintains cash, securities and other assets of the Portfolios. Chase is also required, upon the order of the Trust, to deliver securities held by Chase, and to make payments for securities purchased by the Trust. Chase has also entered into sub-custodian agreements with a number of foreign banks and clearing agencies, pursuant to which portfolio securities purchased outside the United States are maintained in the custody of these entities.

Transfer Agent

Equitable Financial serves as the transfer agent and dividend disbursing agent for the Trust. Equitable Financial receives no additional compensation for providing such services for the Trust. Services provided by Equitable Financial include, but are not limited to, the following: (i) maintenance of master accounts with the Trust (e.g., insurance company separate accounts investing in the Trust); (ii) tracking, recording and transmitting net purchase and redemption orders for Portfolio shares; (iii) establishing and maintaining investor accounts and records; (iv) recording investor account balances and changes thereto; (v) distributing redemption proceeds and transmitting net purchase payments and arranging for the wiring of funds; (vi) reconciling purchase and redemption activity and dividend and distribution payments between a master account and the Trust; (vii) maintaining and preserving

 

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records related to the purchase, redemption and other account activity of investors; (viii) providing statements to investors; (ix) furnishing proxy materials, periodic fund reports, prospectuses and other communications to investors as required; (x) assisting with proxy solicitations on behalf of the Trust, including soliciting and compiling voting instructions from Contract owners; (xi) responding to inquiries from investors about the Portfolios; and (xii) providing information in order to assist the Portfolios in their compliance with state securities laws.

Securities Lending Agent

Chase serves as securities lending agent for the Portfolios and in that role administers the Portfolios’ securities lending program pursuant to the terms of a securities lending agreement entered into between the Trust, on behalf of the Portfolios, and Chase (“Securities Lending Agreement”).

The services provided by Chase include: (1) lending available securities to approved borrowers; (2) determining whether a loan shall be made and negotiating the terms and conditions of the loan with the borrower, provided that such terms and conditions are consistent with the terms and conditions of the Securities Lending Agreement; (3) receiving and holding collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities; (4) marking loaned securities and collateral to their market value each business day; (5) obtaining additional collateral, as needed, to maintain the value of the collateral relative to the market value of the loaned securities at the levels required by the Securities Lending Agreement; (6) investing cash collateral in permitted investments according to the guidelines outlined in the Securities Lending Agreement; (7) ensuring that all dividends and other distributions paid with respect to loaned securities are credited to a Portfolio’s relevant account; (8) at the termination of the loan, returning the collateral to the borrower upon the return of the loaned securities; and (9) establishing and maintaining records and providing periodic statements related to a Portfolio’s securities lending activities.

Chase is compensated for the above-described services from its securities lending revenue split, as provided in the Securities Lending Agreement. Because the Portfolios are new, they have not engaged in any securities lending activity as of the date of this SAI.

Counsel

K&L Gates LLP, 1601 K Street, N.W., Washington, DC 20006-1600, serves as counsel to the Trust.

Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts, 02110, serves as counsel to the Independent Trustees of the Trust.

FINANCIAL STATEMENTS

No financial statements are provided for the Portfolios because they are newly organized and had no operations or financial information prior to the date of this SAI.

 

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APPENDIX A

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Standard & Poor’s ratings are as follows:

 

   

A-1 is the highest rating and indicates that the obligor’s capacity to meet its financial commitment on the obligation is strong or, where the obligation is rated A-1+, extremely strong.

 

   

Issues or issuers rated A-2 are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories; however, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

 

   

Issues or issuers rated A-3 exhibit adequate protection parameters. Adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

   

Issues or issuers rated B are regarded as having significant speculative characteristics. The obligor of a B-rated short-term obligation currently has the capacity to meet its financial commitment on the obligation but faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

   

Issues or issuers rated C are currently vulnerable to nonpayment. The obligor of a C-rated short-term obligation is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.

 

   

The D rating is used when a short-term obligation is in payment default or in breach of an imputed promise. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed exchange offer.

Moody’s ratings are as follows:

 

   

The rating Prime-1 (P-1) is the highest commercial paper rating assigned by Moody’s. Issues or supporting institutions rated Prime-1 have a superior ability to repay short-term obligations.

 

   

Issues or supporting institutions rated Prime-2 (P-2) have a strong ability to repay short-term obligations.

 

   

Issues or supporting institutions rated Prime-3 (P-3) have an acceptable ability to repay short-term obligations.

 

   

Issues or supporting institutions rated Not Prime (NP) do not fall within any of the above Prime rating categories.

Fitch’s ratings are as follows:

 

   

Issues or issuers rated F1 exhibit the highest short-term credit quality and strongest intrinsic capacity for timely payment of financial commitments. Issues or issuers with any exceptionally strong credit feature may be rated F1+.

 

   

Issues or issuers rated F2 exhibit good short-term credit quality and good intrinsic capacity for timely payment of financial commitments.

 

   

Issues or issuers rated F3 exhibit fair short-term credit quality and an adequate intrinsic capacity for timely payment of financial commitments.

 

A-1


   

Issues or issuers rated B exhibit speculative short-term credit quality with a minimal capacity for timely repayment of financial commitments, plus a heightened vulnerability to near-term adverse changes in financial and economic conditions.

 

   

Issues or issuers rated C exhibit high short-term default risk, and default is a real possibility.

 

   

RD typically applies to entities only and indicates that the entity has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations.

 

   

D indicates a broad-based default event for an entity or the default of a specific short-term obligation.

DESCRIPTION OF BOND RATINGS

Bonds are considered to be “investment grade” if they are in one of the top four ratings.

Standard & Poor’s ratings are as follows:

 

   

Bonds rated AAA have the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

 

   

The obligor of a bond rated AA has a very strong capacity to meet its financial commitment on the obligation.

 

   

The obligor of a bond rated A has a strong capacity to meet its financial commitment on the obligation. Bonds rated A are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories.

 

   

Bonds rated BBB exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

   

Bonds rated BB, B, CCC, CC or C are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such bonds will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

 

   

Bonds rated BB are less vulnerable to nonpayment than other speculative issues but face major ongoing uncertainties and exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.

 

   

Bonds rated B are more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.

 

   

Bonds rated CCC are currently vulnerable to nonpayment and dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.

 

   

Bonds rated CC are currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.

 

   

Bonds rated C are currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.

 

A-2


   

Bonds rated D are in payment default or in breach of an imputed promise. This rating is also used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed exchange offer.

The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

Moody’s ratings are as follows:

 

   

Bonds which are rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

 

   

Bonds which are rated Aa are judged to be of high quality and are subject to very low credit risk.

 

   

Bonds which are rated A are to be considered as upper-medium grade obligations and are subject to low credit risk.

 

   

Bonds which are rated Baa are considered as medium grade obligations, are subject to moderate credit risk and may possess certain speculative characteristics.

 

   

Bonds which are rated Ba are judged to be speculative and are subject to substantial credit risk.

 

   

Bonds which are rated B are considered speculative and subject to high credit risk.

 

   

Bonds which are rated Caa are judged to be speculative, of poor standing and are subject to very high credit risk.

 

   

Bonds which are rated Ca represent obligations which are highly speculative. Such issues are likely in, or very near, default, with some prospect of recovery of principal and interest.

 

   

Bonds which are rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

Moody’s applies modifiers to each rating classification from Aa through Caa to indicate relative ranking within its rating categories. The modifier “1” indicates that a security ranks in the higher end of its rating category, the modifier “2” indicates a mid-range ranking and the modifier “3” indicates that the issue ranks in the lower end of its rating category. Additionally, a “hyb” indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.

Fitch ratings are as follows:

 

   

AAA — This is the highest rating assigned by Fitch, denoting the lowest expectation of default risk relative to other issues or issuers. This rating is assigned only to issues or issuers with an exceptionally strong capacity for payment of financial commitments that is highly unlikely to be adversely affected by foreseeable events.

 

   

AA — This rating is assigned to issues or issuers that present very low default risk and have a very strong capacity for payment of financial commitments that is not significantly vulnerable to foreseeable events.

 

   

A — This rating is assigned to issues or issuers that present a low default risk and have a strong capacity for payment of financial commitments; however, this capacity may be more vulnerable to adverse business or economic conditions than higher rated issues or issuers.

 

   

BBB — This rating indicates expectations of default risk are currently low. Issues or issuers assigned this rating have an adequate capacity for payment of financial commitments; however, adverse business or economic conditions are more likely to impair this capacity.

 

   

BB — This rating indicates an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time. However, business or financial flexibility exists that supports the servicing of financial commitments.

 

A-3


   

B — This rating indicates a material default risk is present but a limited margin of safety remains. Financial commitments are currently being met but the capacity for continued payment is vulnerable to deterioration in the business and economic environment.

 

   

CCC — This rating is assigned to issues or issuers with a substantial credit risk, and default is a real possibility.

 

   

CC — This rating is assigned to issues or issuers with very high levels of credit risk, and default of some kind appears probable.

 

   

C — This rating is assigned to issues or issuers with exceptionally high levels of credit risk, and default is imminent or inevitable, or the issuer is in standstill.

 

   

RD — This rating indicates that, in Fitch’s opinion, an issuer has experienced an uncured default but has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and has not otherwise ceased operating.

 

   

D — This rating indicates that, in Fitch’s opinion, an issuer has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or has otherwise ceased business.

PLUS (+) or MINUS (-) — The ratings above may be modified by the addition of a plus or minus sign to show relative standing within the major categories.

 

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APPENDIX B

EQ ADVISORS TRUST

Information as of October 31, 2021

 

 

 
EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC (“ADVISER”)
     
     Presented below for each portfolio manager is the
number of other accounts  managed by
the portfolio manager and the total assets in the
accounts managed within each category as of October 31, 2021
 

Presented below for each of the categories is the

number of accounts and the total assets in the accounts

with respect to which the advisory fee is based on the
performance of the account

 

Registered

Investment

Companies

 

Other Pooled

Investment

Vehicles

  Other
Accounts
 

Registered

Investment

Companies

 

Other Pooled

Investment

Vehicles

  Other
Accounts
                         
Portfolio Manager   Number
of
Accounts
 

Total

Assets
(Billion)

  Number
of
Accounts
 

Total

Assets
(Billion)

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

 

Number

of

Accounts

 

Total

Assets

 
Equitable Growth MF/ETF Portfolio
                         
Kenneth T. Kozlowski                   0   N/A   0   N/A   0   N/A   0   N/A
                         
Alwi Chan                   0   N/A   0   N/A   0   N/A   0   N/A
                         
Xavier Poutas                   0   N/A   0   N/A   0   N/A   0   N/A
                         
Miao Hu                   0   N/A   0   N/A   0   N/A   0   N/A
                         
Kevin McCarthy                   0   N/A   0   N/A   0   N/A   0   N/A
                         
James Chen                   0   N/A   0   N/A   0   N/A   0   N/A
 
Equitable Moderate Growth MF/ETF Portfolio
                         
Kenneth T. Kozlowski                   0   N/A   0   N/A   0   N/A   0   N/A
                         
Alwi Chan                   0   N/A   0   N/A   0   N/A   0   N/A
                         
Xavier Poutas                   0   N/A   0   N/A   0   N/A   0   N/A
                         
Miao Hu                   0   N/A   0   N/A   0   N/A   0   N/A
                         
Kevin McCarthy                   0   N/A   0   N/A   0   N/A   0   N/A
                         
James Chen                   0   N/A   0   N/A   0   N/A   0   N/A
 
EQ/AB Sustainable U.S. Thematic Portfolio
                         
Kenneth T. Kozlowski                   0   N/A   0   N/A   0   N/A   0   N/A
                         
Alwi Chan                   0   N/A   0   N/A   0   N/A   0   N/A

 

EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC

Description of Any Material Conflicts

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account, such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive, such as a performance fee account. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Portfolio.

In addition, registered investment companies for which the portfolio managers serve as portfolio managers are generally structured as “funds of funds,” which invest in other registered investment companies for which the Adviser serves as the investment manager and/or in registered investment companies that are exchange-traded funds (“ETFs”). Each portfolio manager also serves as a portfolio manager to ETF allocated portions of certain other portfolios that are not “funds of funds.” None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure

 

B-1


of these portfolios and allocated portions and the absence of performance-based advisory fees, as well as the lack of any impact of portfolio performance on an individual portfolio manager’s compensation as further described below, each portfolio manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his or her management of the Portfolio, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

Compensation

Because the portfolio managers serve as officers and employees of the Adviser, and their respective roles are not limited to serving as the portfolio managers of the Portfolio and other accounts they manage, their compensation is based on the Adviser’s compensation program as it applies to the firm’s officers in general. The Adviser’s compensation program consists of a base salary, short-term incentive compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of experience, skills, job content and performance and periodically evaluated based on survey data and market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

Ownership of Securities of the Portfolio as of October 31, 2021

 

 

Equitable Growth MF/ETF Portfolio

               
Portfolio Manager   None   $1-
$10,000
  $10,001-$50,000   $50,001-$100,000   $100,001-$500,000   $500,001- $1,00,000  

over

$1,000,000

               
Kenneth T. Kozlowski   X                        
               
Alwi Chan   X                        
               
Xavier Poutas   X                        
               
Miao Hu   X                        
               
Kevin McCarthy   X                        
               
James Chen   X                        
 
Equitable Moderate Growth MF/ETF Portfolio
               
Portfolio Manager   None  

$1-

$10,000

 

$10,001-

$50,000

 

$50,001-

$100,000

 

$100,001-

$500,000

 

$500,001-

$1,00,000

 

over

$1,000,000

               
Kenneth T. Kozlowski   X                        
               
Alwi Chan   X                        
               
Xavier Poutas   X                        
               
Miao Hu   X                        
               
Kevin McCarthy   X                        
               
James Chen   X                        
 
EQ/AB Sustainable U.S. Thematic Portfolio
               
Portfolio Manager   None  

$1-

$10,000

 

$10,001-

$50,000

 

$50,001-

$100,000

 

$100,001-

$500,000

 

$500,001-

$1,00,000

 

over

$1,000,000

               
Kenneth T. Kozlowski   X                        
               
Alwi Chan   X                        

 

B-2


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

 
ALLIANCEBERNSTEIN L.P. (“ALLIANCEBERNSTEIN” OR “SUB-ADVISER”)
     
    Presented below for each portfolio manager is the

number of other accounts managed by

the portfolio manager and the total assets in the

accounts managed within each category as of October 31, 2021

  Presented below for each of the categories is the

number of accounts and the total assets in the accounts

with respect to which the advisory fee is based on the

performance of the account

  Registered
Investment
Companies
  Other Pooled
Investment
Vehicles
  Other
Accounts
  Registered
Investment
Companies
  Other Pooled
Investment
Vehicles
  Other
Accounts
                         
Portfolio Manager   Number
of
Accounts
  Total
Assets

(Million)

  Number
of
Accounts
  Total
Assets

(Million)

  Number
of
Accounts
  Total
Assets

(Million)

  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets

(Million)

 
EQ/AB Sustainable U.S. Thematic Portfolio
                         
Daniel C. Roarty                                                
                         
Benjamin Ruegsegger                                                

Description of any Material Conflicts

As an investment adviser and fiduciary, AllianceBernstein owes its clients and shareholders an undivided duty of loyalty. We recognize that conflicts of interest are inherent in our business and accordingly have developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AllianceBernstein Mutual Funds, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. We place the interests of our clients first and expect all of our employees to meet their fiduciary duties.

Employee Personal Trading.

AllianceBernstein has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AllianceBernstein own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AllianceBernstein permits its employees to engage in personal securities transactions. AllianceBernstein’s Code of Ethics and Business Conduct requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AllianceBernstein. The Code also requires preclearance of all securities transactions and imposes a 90 day holding period for securities purchased by employees to discourage short-term trading.

Managing Multiple Accounts for Multiple Clients.

AllianceBernstein has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Among other things, AllianceBernstein’s policies and procedures provide for the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to

 

B-3


develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. No investment professional that manages client accounts carrying performance fees is compensated directly or specifically for the performance of those accounts. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for our clients and is not tied specifically to the performance of any particular client’s account, nor is it directly tied to the level or change in the level of assets under management.

Allocating Investment Opportunities.

AllianceBernstein has policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The investment professionals at AllianceBernstein routinely are required to select and allocate investment opportunities among accounts. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

AllianceBernstein’s procedures are also designed to prevent potential conflicts of interest that may arise when AllianceBernstein has a particular financial incentive, such as a performance-based management fee, relating to an account. An investment professional may perceive that he or she has an incentive to devote more time to developing and analyzing investment strategies and opportunities or allocating securities preferentially to accounts for which AllianceBernstein could share in investment gains.

To address these conflicts of interest, AllianceBernstein’s policies and procedures require, among other things, the prompt dissemination to investment professionals of any initial or changed investment recommendations by analysts; the aggregation of orders to facilitate best execution for all accounts; price averaging for all aggregated orders; objective allocation for limited investment opportunities (e.g., on a rotational basis) to ensure fair and equitable allocation among accounts; and limitations on short sales of securities. These procedures also require documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account.

Compensation

AllianceBernstein’s compensation program for portfolio managers, analysts and traders is designed to attract and retain the highest-caliber employees. We incorporate multiple sources of industry benchmarking data to ensure our compensation is highly competitive and fully reflects the individual’s contributions in achieving client objectives.

Incentive Compensation Significant Component: Portfolio managers, analysts and traders receive base compensation, incentive compensation and retirement contributions. While both overall compensation levels and the splits between base and incentive compensation vary from year to year, incentive compensation is a significant part of overall compensation. For example, for our portfolio managers, the bonus component for portfolio managers averages approximately 60-80% of their total compensation each year. Part of each professional’s annual incentive compensation across all asset classes is normally paid through an award under the firm’s Incentive Compensation Award Plan (ICAP). The ICAP awards vest over a four-year period. We believe this helps our investment professionals focus appropriately on long-term client objectives and results.

Determined by Both Quantitative and Qualitative Factors: Total compensation for our investment professionals is determined by quantitative and qualitative factors. For portfolio managers, the most significant quantitative component focuses on measures of absolute and relative investment performance in

 

B-4


client portfolios. Relative returns are evaluated using both the Strategy’s primary benchmark and peers over one-, three- and five-year periods, with more weight given to longer time periods. We also assess the risk pattern of performance, both absolute and relative to peers. The qualitative component for portfolio managers incorporates the manager’s broader contributions to overall investment processes and our clients’ success. Among the important aspects are: thought leadership, collaboration with other investment professionals at the firm, contributions to risk-adjusted returns in other portfolios, building a strong talent pool, mentoring newer investment professionals, being a good corporate citizen, and achievement of personal goals. Personal goals include objectives related to ESG and Diversity and Inclusion. Other factors that can play a part in determining portfolio managers’ compensation include complexity of investment strategies managed.

Research Analysts: Research professionals have compensation and career opportunities that reflect a stature equivalent to their portfolio manager peers. Compensation for our research analysts is also heavily incentive- based and aligned with results generated for client portfolios. Criteria used include how well the analyst’s research recommendations performed, the breadth and depth of his or her research knowledge, the level of attentiveness to forecasts and market movements, and the analyst’s willingness to collaborate and contribute to the overall intellectual capital of the firm.

Traders: Traders are critically important to generating results in client accounts. As such, compensation for our traders is highly competitive and heavily incentive-based. Our portfolio managers and Heads of Trading evaluate traders on their ability to achieve best execution and add value to client portfolios through trading. We also incentivize our fixed income traders to continually innovate for clients, encouraging them to continue developing and refining new trading technologies to enable AllianceBernstein to effectively address liquidity conditions in the fixed income markets for our clients.

Assessments of all investment professionals are formalized in a year-end review process that includes 360-degree feedback from other professionals from across the investment teams and firm.

Ownership of Shares of the Portfolio as of October 31, 2021

 

               
Portfolio Manager   None  

$1-

$10,000

 

$10,001-

$50,000

 

$50,001-

$100,000

 

$100,001-

$500,000

 

$500,001-

$1,000,000

 

Over

$1,000,000

 
EQ/AB Sustainable U.S. Thematic Portfolio
               
Daniel C. Roarty   X                        
               
Benjamin Ruegsegger   X                        

 

B-5


PROXY VOTING POLICIES AND PROCEDURES

EQ ADVISORS TRUST

EQ PREMIER VIP TRUST (formerly known as the AXA Premier VIP Trust)

1290 FUNDS

(individually, a “Trust” and collectively, the “Trusts”)

 

I.

Trusts’ Policy Statement

Each Trust is firmly committed to ensuring that proxies relating to the Trust’s portfolio securities are voted in the best interest of the Trust. The following policies and procedures have been established to implement each Trust’s proxy voting program (the “Program”).

 

II.

Trusts’ Proxy Voting Program

Equitable Investment Management Group, LLC “EIM”) serves as the investment adviser to each series of the Trusts (each, a “Portfolio”, and together, the “Portfolios”). Each Trust has delegated proxy voting responsibility with respect to each Portfolio to EIM. EIM, through its Proxy Voting Committee, is responsible for monitoring and administering the Program.

 

  A.

Sub-Advised Portfolios

EIM is responsible for the selection and ongoing monitoring of investment sub-advisers (the “Sub-Advisers”) who, among other responsibilities, provide portfolio management services including the day-to-day research and stock selection for each sub-advised Portfolio or an allocated portion of a Portfolio (a “Sub-Advised Portfolio”). EIM views proxy voting as a function that is incidental and integral to the portfolio management services provided by Sub-Advisers. Therefore, except as described in Section III below, EIM, in turn, delegates proxy voting responsibility with respect to each Sub-Advised Portfolio to the applicable Sub-Adviser. The primary focus of the Trusts’ Program as it relates to the Sub-Advised Portfolios, therefore, is to seek to ensure that the Sub-Advisers have adequate proxy voting policies and procedures in place and to monitor each Sub-Adviser’s proxy voting. The Sub-Advisers’ proxy voting policies and procedures may be amended from time to time and need not be identical.

 

  B.

“Fund-of-Funds Portfolios”

EIM provides the day-to-day portfolio management services to certain Portfolios, or an allocated portion of a Portfolio (“Allocated Portion”), each of which seeks to achieve its investment objective by investing in other mutual funds managed by EIM (“Underlying Affiliated Portfolios”), unaffiliated mutual funds (“Underlying Unaffiliated Funds”) or exchange-traded funds (“Underlying ETFs”) (referred to collectively as the “Fund-of-Funds Portfolios”). Accordingly, EIM retains proxy voting responsibility with respect to each Fund-of-Funds Portfolio and votes proxies in accordance with the policies and procedures set forth in Section III below.

 

III.

EIM’s Proxy Voting Policies and Procedures

EIM has a fiduciary duty to vote proxies on behalf of a Portfolio in the best interest of the Portfolio and its shareholders. EIM believes that its proxy voting policies and procedures represent the voting positions most likely to support a Portfolio’s and its shareholders’ best interests across a range of sectors and contexts.

 

  A.

Underlying Affiliated Portfolios. EIM will vote the Fund-of-Funds Portfolios’ or Allocated Portions’ shares in Underlying Affiliated Portfolios either for or against a proposal, or abstain, in the same proportion as the vote of all other securities holders of the applicable Underlying Affiliated Portfolio (whether or not the proposal presents an issue as to which EIM or its affiliates could be deemed to have a conflict of interest). If there are no security holders of an Underlying Affiliated

 

C-1


  Portfolio except Fund-of-Funds Portfolio, EIM will vote a Fund-of-Funds’ Portfolios’ shares in Underlying Affiliated Portfolio in its discretion, subject to compliance with other provisions of these Procedures, including Section III.E.2. below regarding resolution of potential conflicts of interest regarding a proposal.

 

  B.

Underlying Unaffiliated Funds, Underlying ETFs and Certain Sub-Advised Portfolios. With respect to voting proxies for Underlying Unaffiliated Funds, Underlying ETFs and certain Sub-Advised Portfolios as described in Section III. D below, the following guidelines generally will apply:

 

  1.

The decision whether, and if so, how to vote a proxy will be made by EIM based on what it determines to be in the best interest of the relevant Portfolio and its shareholders and in accordance with these procedures.

 

  2.

EIM may enlist the services of an independent proxy voting service to assist with the research and analysis of voting issues, provide voting recommendations and/or carry out the actual voting process, as further described in Section III.E below.

 

  3.

EIM’s policy is to vote all proxies, except under circumstances in which EIM has determined that it is consistent with the best interest of the relevant Portfolio and its shareholders not to vote the proxy or to abstain on one or more proposals. Such circumstances may include the following:

 

  a.

When securities are out on loan, they are transferred into the borrower’s name and are voted by the borrower, at its discretion. In most cases, EIM will not take steps to see that loaned securities are voted. However, if EIM determines that a proxy vote is materially important to the relevant Portfolio, EIM will make a good faith effort to recall the loaned security in order to vote.

 

  b.

If an issuer is based in a country that requires “share blocking”1, EIM may determine that the value of exercising the vote is outweighed by the detriment of not being able to sell the shares during the blocking period, in which case EIM may not vote the proxy.

 

  c.

EIM may abstain or vote against ballot issues where EIM has not received sufficient information to make an informed decision.

 

  4.

EIM will include a description of these procedures in each Trust’s Registration Statement.

 

  5.

Any potential material conflicts of interest associated with voting proxies will be disclosed and reviewed by the Trusts’ Chief Compliance Officer (“CCO”) or other member of EIM’s Legal and Compliance Department.

 

  6.

EIM will cast votes in a manner consistent with any applicable rule or regulation of the United States Securities and Exchange Commission (“SEC”).

 

  C.

Seed Capital Investments. EIM and any affiliate will vote Portfolio shares they own, including through “seed money” investments in a Portfolio, either for or against a proposal, or abstain, in the same proportion as the vote of all other security holders of the Portfolio (whether or not the proposal presents an issue as to which EIM or its affiliates could be deemed to have a conflict of interest), or as otherwise required under applicable law (e.g., as may be required under a “mixed and shared funding” order). If EIM or an affiliate is the sole shareholder of a Portfolio, EIM or the affiliate will vote the Portfolio’s shares that it owns in its discretion.

 

1 

Shareholders in “share blocking” countries wishing to vote must deposit their shares shortly before the date of the meeting (usually one week) with a designated depositary. During the blocking period shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to clients’ custodian banks.

 

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  D.

Sub-Advised Portfolios; No Delegation. Under certain circumstances EIM may assume responsibility for voting the proxies for shares held by a Sub-Advised Portfolio. For example, if a Sub-Adviser notifies EIM that it is unable or unwilling to assume responsibility for voting a proxy for a Sub-Advised Portfolio (e.g., if voting such proxy presents a potential material conflict of interest for the Sub-Adviser), EIM will vote such proxy in accordance with these procedures.

 

  E.

EIM will be required to maintain proxy voting policies and procedures that satisfy the following elements:

 

  1.

Written Policies and Procedures:    EIM must maintain written proxy voting policies and procedures in accordance with applicable laws and regulations and must provide to each Trust copies of such policies and procedures.

 

  2.

Conflicts of Interest:    If EIM becomes aware that a proxy voting issue may present a potential material conflict of interest, the issue will be referred to the CCO or other member of EIM’s Legal and Compliance Department. If the CCO and/or the Legal and Compliance Department determines that an affiliated person of EIM has a potential material conflict, that affiliated person will not participate in the voting decision.

 

  -

Potential material conflicts may arise between the interests of a Portfolio and EIM or any of its affiliated persons if, for example, a proxy vote relates to a matter involving issuers in which EIM or its affiliates have a substantial economic interest. Potential conflicts of interest include, but are not limited to:

 

   

Portfolio Managers owning shares of Underlying Unaffiliated Funds, ETFs or shares of securities that are also held in the Portfolios of the Trust(s).

 

   

Equitable Financial Life Insurance Company (“Equitable”) holding investments in Underlying Unaffiliated Funds or ETFs that are also held in the Portfolios of the Trust(s). It is possible that EIM may vote differently than Equitable.

 

  3.

Voting Guidelines:    EIM may engage an independent proxy voting service to assist with the research and analysis of voting issues, provide voting recommendations and/or carry out the actual voting process as deemed necessary. Currently, EIM subscribes to the corporate governance and proxy research services of International Shareholder Services (“ISS”), a provider of proxy voting services. ISS provides voting recommendations based on established guidelines and practices. The ISS U.S. Proxy Voting Guidelines (the “ISS Guidelines”) are attached hereto as Appendix A. Based on its review of the ISS Guidelines, EIM has determined generally to instruct ISS to vote proxies for Underlying Unaffiliated Funds, Underlying ETFs and certain Sub-Advised Portfolios as described in Section III.D above consistent with the ISS Guidelines. However, EIM’s use of the ISS Guidelines is not intended to constrain EIM’s consideration of any proxy proposal, and so there may be times when EIM deviates from the ISS Guidelines. EIM reserves the right not to vote in accordance with the ISS recommendation if it determines that it is not in the best interest of a Portfolio and its Shareholders to do so. In addition, if EIM becomes aware of a conflict of interest between ISS and an issuer subject to a proxy vote, EIM will consider the recommendation of the issuer and instruct ISS to vote the proxy based on what EIM believes to be in the best interest of the Portfolio and its shareholders.

The Proxy Voting Committee will maintain records regarding EIM’s determination generally to vote proxies for Underlying Unaffiliated Funds, Underlying ETFs, and certain Sub-Advised Portfolios as described in Section III.D above consistent with the ISS Guidelines, and that determination will be reviewed periodically.

 

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The following guidelines describe EIM’s general positions on common proxy issues for Underlying Unaffiliated Funds and Underlying ETFs:

 

   

Election of Directors: EIM generally votes in favor of slates recommended by the board of directors.

 

   

Fee Increases: EIM generally votes against proposals to increase fees.

 

   

Changes to the investment strategy, investment objective or fundamental investment restrictions, and proposed mergers: EIM generally votes against changes that would impact adversely the allocation model of a Fund-of-Funds Portfolio.

The EIM Compliance Department will conduct a due diligence review of any proxy voting service (“Proxy Service”) engaged by EIM to assess (1) the adequacy and quality of the Proxy Service’s staffing, personnel and technology, and whether the Proxy Service has the capacity and competence to adequately analyze proxy issues and the ability to make proxy voting recommendations based on materially accurate and complete information; (2) whether the Proxy Service has the ability to execute proxy votes in accordance with EIM’s instructions; (3) whether the Proxy Service has adequately disclosed to EIM the methodologies it uses in formulating its voting recommendations, including its process for obtaining current and accurate information relevant to matters included in its research and on which it makes recommendations, the nature of any third-party information sources that the Proxy Service uses as a basis for its voting recommendations, and how and when the Proxy Service would expect to engage with issuers and third parties; (4) the effectiveness of the Proxy Service’s process for seeking timely input from issuers; and (5) the adequacy of the Proxy Service’s policies and procedures for identifying, disclosing and addressing actual and potential conflicts of interest. EIM will require the Proxy Service to update EIM on an ongoing basis regarding (1) any business changes relevant to its capacity and competence to provide independent proxy voting advice or carry out voting instructions, (2) any conflicts of interest that may arise with respect to its proxy voting recommendations, and (3) any operational or compliance issues or problems. The due diligence review will be conducted at least annually and may be conducted by on-site visit or written questionnaire. In the event that EIM becomes aware of factual errors, incompleteness or methodological weaknesses in the Proxy Service’s analysis, it will assess whether this materially affected the research or recommendations used by EIM and the Proxy Service’s efforts to correct any material deficiencies in its analysis or methodology.

 

  4.

Record Retention and Inspection:    EIM will maintain all documentation associated with its proxy voting decisions. EIM Compliance is responsible for verifying that such documentation is properly maintained in accordance with the Trusts’ procedures and applicable laws and regulations.

 

IV.

EIM’s Due Diligence and Compliance Program

EIM will conduct a due diligence review of each Sub-Adviser’s proxy voting policies and procedures (including any proxy voting guidelines) in connection with the initial selection of the Sub-Adviser to manage a Sub-Advised Portfolio and on at least an annual basis thereafter. As part of its ongoing due diligence and compliance responsibilities, with respect to the Sub-Advised Portfolios, EIM will seek to ensure that each Sub-Adviser maintains proxy voting policies and procedures that are reasonably designed to comply with applicable laws and regulations.

 

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V.

Sub-Advisers’ Proxy Voting Policies and Procedures

Each Sub-Adviser will be required to maintain proxy voting policies and procedures in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended, and that satisfy the following elements:

A.    Written Policies and Procedures: The Sub-Adviser must maintain written proxy voting policies and procedures in accordance with applicable laws and regulations and must provide to the Trusts and EIM, upon request, copies of such policies and procedures.

B.    Fiduciary Duty: The Sub-Adviser’s policies and procedures must be reasonably designed to ensure that the Sub-Adviser votes client securities in the best interest of its clients.

C.    Conflicts of Interest: The Sub-Adviser’s policies and procedures must include appropriate procedures to identify and resolve as necessary, before voting client proxies, all material proxy-related conflicts of interest between the Sub-Adviser (including its affiliates) and its clients.

D.    Voting Guidelines: The Sub-Adviser’s policies and procedures must address with reasonable specificity how the Sub-Adviser will vote proxies, or what factors it will consider, when voting on particular types of matters, e.g., corporate governance proposals, compensation issues and matters involving social or corporate responsibility. The Sub-Adviser’s policies and procedures also should describe the considerations it will take into account if it retains a Proxy Service to assist it in discharging its proxy voting duties and its process for conducting due diligence on, and overseeing, services provided by a Proxy Service.

E.    Monitoring Proxy Voting: The Sub-Adviser must have a system and/or process that is reasonably designed to ensure that proxies are voted on behalf of its clients in a timely and efficient manner.

F.    Record Retention and Inspection: The Sub-Adviser must have an established system for creating and retaining all appropriate documentation relating to its proxy voting activities as required by applicable laws and regulations. The Sub-Adviser must provide to the Trusts and EIM such information and records with respect to proxies relating to the Trust’s portfolio securities as required by law and as the Trusts or EIM may reasonably request.

 

VI.

Disclosure of Trusts’ Proxy Voting Policies and Procedures and Proxy Voting Record

EIM, on behalf of the Trusts, will take reasonable steps as necessary to seek to ensure that the Trusts comply with all applicable laws and regulations relating to disclosure of the Trusts’ proxy voting policies and procedures and proxy voting records. EIM (including, at its option, through third-party service providers) will maintain a system that is reasonably designed to ensure that its actual proxy voting record and the actual proxy voting record of the Sub-Advisers with respect to the Trusts’ portfolio securities are collected, processed, filed with the SEC and made available to the Trusts’ shareholders as required by applicable laws and regulations.

 

VII.

Proxy Voting Committee

EIM’s Proxy Voting Committee is responsible for monitoring and administering the Program. The Proxy Voting Committee is composed of EIM’s CCO, officers of EIM and/or members of the Fund Administration, Investment Management Services, and Legal and Compliance Departments of EIM, or any combination thereof, who may be advisory members of the Committee. The Proxy Voting Committee holds meetings as needed, but no less frequently than annually.

 

VIII.

Reports to Trusts’ Board of Trustees

EIM will periodically (but no less frequently than annually) report to the Board of Trustees with respect to each Trust’s implementation of the Program, including summary information with respect to: 1) the proxy voting record of the Sub-Advisers with respect to the Sub-Advised Portfolios’ portfolio securities: 2) the proxy voting record of EIM with respect to the Fund-of-Funds Portfolios or Allocated Portions; and

 

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3) the proxy voting record of EIM with respect to the portfolio securities of any Sub-Advised Portfolio for which EIM has assumed proxy voting responsibility. In addition, if a material conflict of interest was reported to the CCO and/or the EIM Legal and Compliance Department during the previous quarter and it was determined that a material conflict of interest did exist, EIM will report such material conflict of interest to the Board of Trustees at the next quarterly meeting. EIM will also provide the Board of Trustees with any other information requested by the Board.

The CCO’s annual written compliance report to the Board of Trustees will contain a summary of material changes to these policies and procedures during the period covered by the report.

Adopted by EQ Advisors Trust (“EQAT”) Board of Trustees: March 1, 2011

Effective: May 1, 2011

Predecessor Procedures of the Investment Manager Adopted: August 6, 2003

Amended: July 11, 2007

Adopted by 1290 Funds Board of Trustees: June 10, 2014

Effective: June 10, 2014

Adopted by EQ Premier VIP Trust (“VIP”) Board of Trustees: March 17, 2011

Effective: May 1, 2011

Predecessor Procedures of the Investment Manager Adopted: August 6, 2003

Amended: December 10, 2014

Policies of EQAT and 1290 Funds Combined: July 14, 2014

Revised: April 12-13, 2017

Policies of EQAT, VIP and 1290 Funds Combined: July 18-20, 2017

Revised: September 26, 2019

Revised: December 15, 2020

 

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LOGO

U N I T E D   S T A T E S

Proxy Voting Guidelines

Benchmark Policy Recommendations

 

 

Effective for Meetings on or after February 1, 2021

Published November 19, 2020

 

LOGO


UNITED STATES

PROXY VOTING GUIDELINES

   LOGO

 

 

 

TABLE OF CONTENTS

 

 

 

Coverage

    14  
1.    

Board of Directors

    15  
   

Voting on Director Nominees in Uncontested Elections

    15  
   

Independence

    15  
   

ISS Classification of Directors – U.S.

    16  
   

Composition

    19  
   

Responsiveness

    20  
   

Accountability

    21  
   

Voting on Director Nominees in Contested Elections

    25  
   

Vote-No Campaigns

    25  
   

Proxy Contests/Proxy Access

    26  
    Other Board-Related Proposals     26  
   

Adopt Anti-Hedging/Pledging/Speculative Investments Policy

    26  
   

Board Refreshment

    26  
   

Term/Tenure Limits

    26  
   

Age Limits

    27  
   

Board Size

    27  
   

Classification/Declassification of the Board

    27  
   

CEO Succession Planning

    27  
   

Cumulative Voting

    27  
   

Director and Officer Indemnification and Liability Protection

    28  
   

Establish/Amend Nominee Qualifications

    28  
   

Establish Other Board Committee Proposals

    28  
   

Filling Vacancies/Removal of Directors

    29  
   

Independent Board Chair

    29  
   

Majority of Independent Directors/Establishment of Independent Committees

    30  
   

Majority Vote Standard for the Election of Directors

    30  
   

Proxy Access

    30  
   

Require More Nominees than Open Seats

    30  
   

Shareholder Engagement Policy (Shareholder Advisory Committee)

    31  
2.    

Audit-Related

    32  
   

Auditor Indemnification and Limitation of Liability

    32  
   

Auditor Ratification

    32  
   

Shareholder Proposals Limiting Non-Audit Services

    33  
   

Shareholder Proposals on Audit Firm Rotation

    33  
3.    

Shareholder Rights & Defenses

    34  
   

Advance Notice Requirements for Shareholder Proposals/Nominations

    34  
   

Amend Bylaws without Shareholder Consent

    34  
   

Control Share Acquisition Provisions

    34  

 

 

 

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PROXY VOTING GUIDELINES

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Control Share Cash-Out Provisions

    35  
   

Disgorgement Provisions

    35  
   

Fair Price Provisions

    35  
   

Freeze-Out Provisions

    35  
   

Greenmail

    35  
   

Shareholder Litigation Rights

    36  
   

Federal Forum Selection Provisions

    36  
   

Exclusive Forum Provisions for State Law Matters

    36  
   

Fee shifting

    37  
    Net Operating Loss (NOL) Protective Amendments     37  
    Poison Pills (Shareholder Rights Plans)     37  
    Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy     37  
    Management Proposals to Ratify a Poison Pill     38  
    Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)     38  
    Proxy Voting Disclosure, Confidentiality, and Tabulation     39  
    Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions     39  
    Reimbursing Proxy Solicitation Expenses     40  
    Reincorporation Proposals     40  
    Shareholder Ability to Act by Written Consent     40  
    Shareholder Ability to Call Special Meetings     41  
    Stakeholder Provisions     41  
    State Antitakeover Statutes     41  
    Supermajority Vote Requirements     42  
    Virtual Shareholder Meetings     42  
4.    

Capital/Restructuring

    43  
    Capital     43  
    Adjustments to Par Value of Common Stock     43  
    Common Stock Authorization     43  
    Dual Class Structure     44  
    Issue Stock for Use with Rights Plan     44  
    Preemptive Rights     44  
    Preferred Stock Authorization     44  
    Recapitalization Plans     45  
    Reverse Stock Splits     45  
    Share Repurchase Programs     46  
    Share Repurchase Programs Shareholder Proposals     46  
    Stock Distributions: Splits and Dividends     46  
    Tracking Stock     46  
    Restructuring     47  
    Appraisal Rights     47  
    Asset Purchases     47  
    Asset Sales     47  
    Bundled Proposals     47  

 

 

 

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PROXY VOTING GUIDELINES

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    Conversion of Securities     48  
    Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans     48  
    Formation of Holding Company     48  
    Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)     49  
    Joint Ventures     49  
    Liquidations     49  
    Mergers and Acquisitions     50  
    Private Placements/Warrants/Convertible Debentures     50  
    Reorganization/Restructuring Plan (Bankruptcy)     52  
    Special Purpose Acquisition Corporations (SPACs)     52  
    Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions     53  
    Spin-offs     53  
    Value Maximization Shareholder Proposals     54  
5.    

Compensation

    55  
    Executive Pay Evaluation     55  
    Advisory Votes on Executive Compensation — Management Proposals (Say-on-Pay)     55  
   

Pay-for-Performance Evaluation

    56  
   

Problematic Pay Practices

    57  
   

Compensation Committee Communications and Responsiveness

    58  
    Frequency of Advisory Vote on Executive Compensation (“Say When on Pay”)     59  
    Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale     59  
    Equity-Based and Other Incentive Plans     60  
   

Shareholder Value Transfer (SVT)

    61  
   

Three-Year Burn Rate

    62  
    Egregious Factors     62  
   

Liberal Change in Control Definition

    62  
   

Repricing Provisions

    62  
   

Problematic Pay Practices or Significant Pay-for-Performance Disconnect

    62  
    Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m))     63  
    Specific Treatment of Certain Award Types in Equity Plan Evaluations     64  
   

Dividend Equivalent Rights

    64  
   

Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)

    64  
    Other Compensation Plans     64  
    401(k) Employee Benefit Plans     64  
    Employee Stock Ownership Plans (ESOPs)     64  
    Employee Stock Purchase Plans — Qualified Plans     64  
    Employee Stock Purchase Plans — Non-Qualified Plans     65  
    Option Exchange Programs/Repricing Options     65  
    Stock Plans in Lieu of Cash     66  

 

 

 

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PROXY VOTING GUIDELINES

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    Transfer Stock Option (TSO) Programs     66  
    Director Compensation     67  
    Shareholder Ratification of Director Pay Programs     67  
    Equity Plans for Non-Employee Directors     67  
    Non-Employee Director Retirement Plans     68  
    Shareholder Proposals on Compensation     68  
    Bonus Banking/Bonus Banking “Plus”     68  
    Compensation Consultants — Disclosure of Board or Company’s Utilization     68  
    Disclosure/Setting Levels or Types of Compensation for Executives and Directors     68  
    Golden Coffins/Executive Death Benefits     69  
    Hold Equity Past Retirement or for a Significant Period of Time     69  
    Pay Disparity     69  
    Pay for Performance/Performance-Based Awards     70  
    Pay for Superior Performance     70  
    Pre-Arranged Trading Plans (10b5-1 Plans)     71  
    Prohibit Outside CEOs from Serving on Compensation Committees     71  
    Recoupment of Incentive or Stock Compensation in Specified Circumstances     71  
    Severance Agreements for Executives/Golden Parachutes     72  
    Share Buyback Impact on Incentive Program Metrics     72  
    Supplemental Executive Retirement Plans (SERPs)     73  
    Tax Gross-Up Proposals     73  
    Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity     73  
6.    

Routine/Miscellaneous

    74  
    Adjourn Meeting     74  
    Amend Quorum Requirements     74  
    Amend Minor Bylaws     74  
    Change Company Name     74  
   

Change Date, Time, or Location of Annual Meeting

    74  
   

Other Business

    74  
7.    

Social and Environmental Issues

    75  
   

Global Approach

    75  
   

Endorsement of Principles

    75  
   

Animal Welfare

    76  
   

Animal Welfare Policies

    76  
   

Animal Testing

    76  
   

Animal Slaughter

    76  
   

Consumer Issues

    76  
   

Genetically Modified Ingredients

    76  
   

Reports on Potentially Controversial Business/Financial Practices

    77  
   

Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation

    77  
   

Product Safety and Toxic/Hazardous Materials

    78  

 

 

 

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UNITED STATES

PROXY VOTING GUIDELINES

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Tobacco-Related Proposals

    78  
 

Climate Change

    79  
   

Climate Change/Greenhouse Gas (GHG) Emissions

    79  
   

Energy Efficiency

    80  
   

Renewable Energy

    80  
 

Diversity

    80  
   

Board Diversity

    80  
   

Equality of Opportunity

    81  
   

Gender Identity, Sexual Orientation, and Domestic Partner Benefits

    81  
   

Gender, Race/Ethnicity Pay Gap

    81  
 

Environment and Sustainability

    82  
   

Facility and Workplace Safety

    82  
   

General Environmental Proposals and Community Impact Assessments

    82  
   

Hydraulic Fracturing

    82  
   

Operations in Protected Areas

    83  
   

Recycling

    83  
   

Sustainability Reporting

    83  
   

Water Issues

    83  
 

General Corporate Issues

    83  
   

Charitable Contributions

    83  
   

Data Security, Privacy, and Internet Issues

    84  
   

Environmental, Social, and Governance (ESG) Compensation-Related Proposals

    84  
 

Human Rights, Human Capital Management, and International Operations

    84  
   

Human Rights Proposals

    84  
   

Mandatory Arbitration

    85  
   

Operations in High Risk Markets

    85  
   

Outsourcing/Offshoring

    86  
   

Sexual Harassment

    86  
   

Weapons and Military Sales

    86  
 

Political Activities

    86  
   

Lobbying

    86  
   

Political Contributions

    87  
   

Political Ties

    87  
8.    

Mutual Fund Proxies

    88  
   

Election of Directors

    88  
   

Closed End Funds- Unilateral Opt-In to Control Share Acquisition Statutes

    88  
   

Converting Closed-end Fund to Open-end Fund

    88  
   

Proxy Contests

    88  
   

Investment Advisory Agreements

    88  
   

Approving New Classes or Series of Shares

    89  
   

Preferred Stock Proposals

    89  
   

1940 Act Policies

    89  
   

Changing a Fundamental Restriction to a Nonfundamental Restriction

    89  

 

 

 

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PROXY VOTING GUIDELINES

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Change Fundamental Investment Objective to Nonfundamental

    89  
   

Name Change Proposals

    89  
   

Change in Fund’s Subclassification

    90  
    Business Development Companies — Authorization to Sell Shares of Common Stock at a Price below Net Asset Value     90  
   

Disposition of Assets/Termination/Liquidation

    90  
   

Changes to the Charter Document

    90  
   

Changing the Domicile of a Fund

    91  
    Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval     91  
   

Distribution Agreements

    91  
   

Master-Feeder Structure

    91  
   

Mergers

    92  
 

Shareholder Proposals for Mutual Funds

    92  
   

Establish Director Ownership Requirement

    92  
   

Reimburse Shareholder for Expenses Incurred

    92  
   

Terminate the Investment Advisor

    92  

 

 

 

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UNITED STATES

PROXY VOTING GUIDELINES

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Coverage

The U.S. research team provides proxy analyses and voting recommendations for common shareholder meetings of publicly - traded U.S. - incorporated companies that are held in our institutional investor clients’ portfolios and includes all S&P 1500 and Russell 3000 companies that are considered U.S. Domestic Issuers by the SEC. Coverage generally includes corporate actions for common equity holders, such as written consents and bankruptcies. ISS’ U.S. coverage includes investment companies (including open-end funds, closed-end funds, exchange-traded funds, and unit investment trusts), limited partnerships (“LPs”), master limited partnerships (“MLPs”), limited liability companies (“LLCs”), and business development companies. ISS reviews its universe of coverage on an annual basis, and the coverage is subject to change based on client need and industry trends.

The U.S. research team also produces, for subscribing clients, research and recommendations for fixed income meetings, and meetings of certain preferred securities, including Auction Rate Preferred Securities (“ARPS”) and Variable Rate Municipal Term Preferred securities (“VMTPs”).

Foreign-incorporated companies

In addition to U.S. - incorporated companies, U.S. policies are applied to certain foreign-incorporated company analyses. Like the SEC, ISS distinguishes two types of companies that list but are not incorporated in the U.S.:

 

   

U.S. Domestic Issuers – which have a majority of outstanding shares held in the U.S. and meet other criteria, as determined by the SEC, and are subject to the same disclosure and listing standards as U.S. incorporated companies – are generally covered under standard U.S. policy guidelines.

   

Foreign Private Issuers (FPIs) – which do not meet the Domestic Issuer criteria and are exempt from most disclosure requirements (e.g., they do not file DEF14A reports) and listing standards (e.g., for required levels of board and committee independence) – are covered under a combination of policy guidelines:

   

FPI Guidelines (see the Americas Regional Proxy Voting Guidelines), which apply certain minimum independence and disclosure standards in the evaluation of key proxy ballot items, such as the election of directors and approval of financial reports; and

   

For other issues, guidelines for the market that is responsible for, or most relevant to, the item on the ballot.

In all cases – including with respect to other companies with cross-market features that may lead to ballot items related to multiple markets – items that are on the ballot solely due to the requirements of another market (listing, incorporation, or national code) may be evaluated under the policy of the relevant market, regardless of the “assigned” market coverage.

 

 

 

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UNITED STATES

PROXY VOTING GUIDELINES

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  1.

Board of Directors

Voting on Director Nominees in Uncontested Elections

Four fundamental principles apply when determining votes on director nominees:

Independence: Boards should be sufficiently independent from management (and significant shareholders) to ensure that they are able and motivated to effectively supervise management’s performance for the benefit of all shareholders, including in setting and monitoring the execution of corporate strategy, with appropriate use of shareholder capital, and in setting and monitoring executive compensation programs that support that strategy. The chair of the board should ideally be an independent director, and all boards should have an independent leadership position or a similar role in order to help provide appropriate counterbalance to executive management, as well as having sufficiently independent committees that focus on key governance concerns such as audit, compensation, and nomination of directors.

Composition: Companies should ensure that directors add value to the board through their specific skills and expertise and by having sufficient time and commitment to serve effectively. Boards should be of a size appropriate to accommodate diversity, expertise, and independence, while ensuring active and collaborative participation by all members. Boards should be sufficiently diverse to ensure consideration of a wide range of perspectives.

Responsiveness: Directors should respond to investor input, such as that expressed through significant opposition to management proposals, significant support for shareholder proposals (whether binding or non-binding), and tender offers where a majority of shares are tendered.

Accountability: Boards should be sufficiently accountable to shareholders, including through transparency of the company’s governance practices and regular board elections, by the provision of sufficient information for shareholders to be able to assess directors and board composition, and through the ability of shareholders to remove directors.

 

LOGO

General Recommendation: Generally vote for director nominees, except under the following circumstances (with new nominees1 considered on case-by-case basis):

Independence

Vote against2 or withhold from non-independent directors (Executive Directors and Non-Independent Non-Executive Directors per ISS’ Classification of Directors) when:

 

   

Independent directors comprise 50 percent or less of the board;

 

 

1 A “new nominee” is a director who is being presented for election by shareholders for the first time. Recommendations on new nominees who have served for less than one year are made on a case-by-case basis depending on the timing of their appointment and the problematic governance issue in question.

2 In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.

 

 

 

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The non-independent director serves on the audit, compensation, or nominating committee;

   

The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; or

   

The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee.

ISS Classification of Directors – U.S.

1.    Executive Director

  1.1.

Current officer1 of the company or one of its affiliates2.

 

2.    Non-Independent Non-Executive Director

Board Identification

  2.1.

Director identified as not independent by the board.

 

Controlling/Significant Shareholder

  2.2.

Beneficial owner of more than 50 percent of the company’s voting power (this may be aggregated if voting power is distributed among more than one member of a group).

 

Current Employment at Company or Related Company

  2.3.

Non-officer employee of the firm (including employee representatives).

 
  2.4.

Officer1, former officer, or general or limited partner of a joint venture or partnership with the company.

 

Former Employment

  2.5.

Former CEO of the company. 3, 4

 
  2.6.

Former non-CEO officer1 of the company or an affiliate2 within the past five years.

 
  2.7.

Former officer1 of an acquired company within the past five years.4

 
  2.8.

Officer1 of a former parent or predecessor firm at the time the company was sold or split off within the past five years.

 
  2.9.

Former interim officer if the service was longer than 18 months. If the service was between 12 and 18 months an assessment of the interim officer’s employment agreement will be made.5

 

Family Members

  2.10.

Immediate family member6 of a current or former officer1 of the company or its affiliates2 within the last five years.

 
  2.11.

Immediate family member6 of a current employee of company or its affiliates2 where additional factors raise concern (which may include, but are not limited to, the following: a director related to numerous employees; the company or its affiliates employ relatives of numerous board members; or a non-Section 16 officer in a key strategic role).

 

Professional, Transactional, and Charitable Relationships

  2.12.

Director who (or whose immediate family member6) currently provides professional services7 in excess of $10,000 per year to: the company, an affiliate2, or an individual

 

 

 

 

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  officer of the company or an affiliate; or who is (or whose immediate family member6 is) a partner, employee, or controlling shareholder of an organization which provides the services.  
  2.13.

Director who (or whose immediate family member6 ) currently has any material transactional relationship8 with the company or its affiliates2; or who is (or whose immediate family member6 is) a partner in, or a controlling shareholder or an executive officer of, an organization which has the material transactional relationship8 (excluding investments in the company through a private placement).

 
  2.14.

Director who (or whose immediate family member6) is a trustee, director, or employee of a charitable or non-profit organization that receives material grants or endowments8 from the company or its affiliates2.

 

Other Relationships

  2.15.

Party to a voting agreement9 to vote in line with management on proposals being brought to shareholder vote.

 
  2.16.

Has (or an immediate family member6 has) an interlocking relationship as defined by the SEC involving members of the board of directors or its Compensation Committee.10

 
  2.17.

Founder11 of the company but not currently an employee.

 
  2.18.

Director with pay comparable to Named Executive Officers.

 
  2.19.

Any material12 relationship with the company.

 

3.    Independent Director

  3.1.

No material12 connection to the company other than a board seat.

 

Footnotes:

1. The definition of officer will generally follow that of a “Section 16 officer” (officers subject to Section 16 of the Securities and Exchange Act of 1934) and includes the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit, division, or policy function). Current interim officers are included in this category. For private companies, the equivalent positions are applicable. A non-employee director serving as an officer due to statutory requirements (e.g. corporate secretary) will generally be classified as a Non-Independent Non-Executive Director under “Any material relationship with the company.” However, if the company provides explicit disclosure that the director is not receiving additional compensation exceeding $10,000 per year for serving in that capacity, then the director will be classified as an Independent Director.

2. “Affiliate” includes a subsidiary, sibling company, or parent company. ISS uses 50 percent control ownership by the parent company as the standard for applying its affiliate designation. The manager/advisor of an externally managed issuer (EMI) is considered an affiliate.

3. Includes any former CEO of the company prior to the company’s initial public offering (IPO).

4. When there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, ISS will generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable listing standards determination of such director’s independence; any operating ties to the firm; and the existence of any other conflicting relationships or related party transactions.

 

 

 

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5. ISS will look at the terms of the interim officer’s employment contract to determine if it contains severance pay, long-term health and pension benefits, or other such standard provisions typically contained in contracts of permanent, non-temporary CEOs. ISS will also consider if a formal search process was under way for a full-time officer at the time.

6. “Immediate family member” follows the SEC’s definition of such and covers spouses, parents, children, step-parents, stepchildren, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.

7. Professional services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional services generally include but are not limited to the following: investment banking/financial advisory services, commercial banking (beyond deposit services), investment services, insurance services, accounting/audit services, consulting services, marketing services, legal services, property management services, realtor services, lobbying services, executive search services, and IT consulting services. The following would generally be considered transactional relationships and not professional services: deposit services, IT tech support services, educational services, and construction services. The case of participation in a banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated materiality test) rather than a professional relationship. “Of Counsel” relationships are only considered immaterial if the individual does not receive any form of compensation (in excess of $10,000 per year) from, or is a retired partner of, the firm providing the professional service. The case of a company providing a professional service to one of its directors or to an entity with which one of its directors is affiliated, will be considered a transactional rather than a professional relationship. Insurance services and marketing services are assumed to be professional services unless the company explains why such services are not advisory.

8. A material transactional relationship, including grants to non-profit organizations, exists if the company makes annual payments to, or receives annual payments from, another entity, exceeding the greater of: $200,000 or 5 percent of the recipient’s gross revenues, for a company that follows NASDAQ listing standards; or the greater of $1,000,000 or 2 percent of the recipient’s gross revenues, for a company that follows NYSE listing standards. For a company that follows neither of the preceding standards, ISS will apply the NASDAQ-based materiality test. (The recipient is the party receiving the financial proceeds from the transaction).

9. Dissident directors who are parties to a voting agreement pursuant to a settlement or similar arrangement may be classified as Independent Directors if an analysis of the following factors indicates that the voting agreement does not compromise their alignment with all shareholders’ interests: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships or related party transactions.

10. Interlocks include: executive officers serving as directors on each other’s compensation or similar committees (or, in the absence of such a committee, on the board); or executive officers sitting on each other’s boards and at least one serves on the other’s compensation or similar committees (or, in the absence of such a committee, on the board).

11. The operating involvement of the founder with the company will be considered; if the founder was never employed by the company, ISS may deem him or her an Independent Director.

12. For purposes of ISS’s director independence classification, “material” will be defined as a standard of relationship (financial, personal or otherwise) that a reasonable person might conclude could potentially influence one’s objectivity in the boardroom in a manner that would have a meaningful impact on an individual’s ability to satisfy requisite fiduciary standards on behalf of shareholders.

 

 

 

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Composition

Attendance at Board and Committee Meetings: Generally vote against or withhold from directors (except nominees who served only part of the fiscal year3) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:

 

   

Medical issues/illness;

   

Family emergencies; and

   

Missing only one meeting (when the total of all meetings is three or fewer).

In cases of chronic poor attendance without reasonable justification, in addition to voting against the director(s) with poor attendance, generally vote against or withhold from appropriate members of the nominating/governance committees or the full board.

If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question.

Overboarded Directors: Generally vote against or withhold from individual directors who:

 

   

Sit on more than five public company boards; or

   

Are CEOs of public companies who sit on the boards of more than two public companies besides their own—withhold only at their outside boards4.

Gender Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) at companies where there are no women on the company’s board. An exception will be made if there was a woman on the board at the preceding annual meeting and the board makes a firm commitment to return to a gender-diverse status within a year.

Racial and/or Ethnic Diversity: For companies in the Russell 3000 or S&P 1500 indices, highlight boards with no apparent racial and/or ethnic diversity5.

 

 

3 Nominees who served for only part of the fiscal year are generally exempted from the attendance policy.

4 Although all of a CEO’s subsidiary boards with publicly-traded common stock will be counted as separate boards, ISS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships.

5 Aggregate diversity statistics provided by the board will only be considered if specific to racial and/or ethnic diversity.

 

 

 

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For companies in the Russell 3000 or S&P 1500 indices, effective for meetings on or after Feb. 1, 2022, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members. An exception will be made if there was racial and/or ethnic diversity on the board at the preceding annual meeting and the board makes a firm commitment to appoint at least one racial and/or ethnic diverse member within a year.

Responsiveness

Vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:

 

   

The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year or failed to act on a management proposal seeking to ratify an existing charter/bylaw provision that received opposition of a majority of the shares cast in the previous year. Factors that will be considered are:

   

Disclosed outreach efforts by the board to shareholders in the wake of the vote;

   

Rationale provided in the proxy statement for the level of implementation;

   

The subject matter of the proposal;

   

The level of support for and opposition to the resolution in past meetings;

   

Actions taken by the board in response to the majority vote and its engagement with shareholders;

   

The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and

   

Other factors as appropriate.

   

The board failed to act on takeover offers where the majority of shares are tendered;

   

At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote.

Vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and the Say on Pay proposal if:

 

   

The company’s previous say-on-pay received the support of less than 70 percent of votes cast. Factors that will be considered are:

   

The company’s response, including:

   

Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated);

   

Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition;

   

Disclosure of specific and meaningful actions taken to address shareholders’ concerns;

   

Other recent compensation actions taken by the company;

   

Whether the issues raised are recurring or isolated;

 

 

 

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The company’s ownership structure; and

   

Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.

   

The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast.

Accountability

Problematic Takeover Defenses/Governance Structure

Poison Pills: Vote against or withhold from all nominees (except new nominees1, who should be considered case-by-case) if:

 

   

The company has a poison pill that was not approved by shareholders6. However, vote case-by-case on nominees if the board adopts an initial pill with a term of one year or less, depending on the disclosed rationale for the adoption, and other factors as relevant (such as a commitment to put any renewal to a shareholder vote);

   

The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval; or

   

The pill, whether short-term7 or long-term, has a deadhand or slowhand feature.

Classified Board Structure: The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable.

Removal of Shareholder Discretion on Classified Boards: The company has opted into, or failed to opt out of, state laws requiring a classified board structure.

Director Performance Evaluation: The board lacks mechanisms to promote accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one-, three-, and five-year total shareholder returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s operational metrics and other factors as warranted. Problematic provisions include but are not limited to:

 

   

A classified board structure;

   

A supermajority vote requirement;

   

Either a plurality vote standard in uncontested director elections, or a majority vote standard in contested elections;

 

 

6 Public shareholders only, approval prior to a company’s becoming public is insufficient.

7 If the short-term pill with a deadhand or slowhand feature is enacted but expires before the next shareholder vote, ISS will generally still recommend withhold/against nominees at the next shareholder meeting following its adoption.

 

 

 

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The inability of shareholders to call special meetings;

   

The inability of shareholders to act by written consent;

   

A multi-class capital structure; and/or

   

A non-shareholder-approved poison pill.

Unilateral Bylaw/Charter Amendments and Problematic Capital Structures: Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if the board amends the company’s bylaws or charter without shareholder approval in a manner that materially diminishes shareholders’ rights or that could adversely impact shareholders, considering the following factors:

 

 

   

The board’s rationale for adopting the bylaw/charter amendment without shareholder ratification;

   

Disclosure by the company of any significant engagement with shareholders regarding the amendment;

   

The level of impairment of shareholders’ rights caused by the board’s unilateral amendment to the bylaws/charter;

   

The board’s track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions;

   

The company’s ownership structure;

   

The company’s existing governance provisions;

   

The timing of the board’s amendment to the bylaws/charter in connection with a significant business development; and

   

Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders.

Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees. Generally vote against (except new nominees1, who should be considered case-by-case) if the directors:

 

   

Classified the board;

   

Adopted supermajority vote requirements to amend the bylaws or charter; or

   

Eliminated shareholders’ ability to amend bylaws.

Problematic Capital Structure - Newly Public Companies: For newly public companies8, generally vote against or withhold from the entire board (except new nominees1, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board implemented a multi-class capital structure in which the classes have unequal voting rights without subjecting the multi-class capital structure to a reasonable time-based sunset. In assessing the reasonableness of a time-based sunset provision, consideration will

 

 

8 Newly-public companies generally include companies that emerge from bankruptcy, spin-offs, direct listings, and those who complete a traditional initial public offering.

 

 

 

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be given to the company’s lifespan, its post-IPO ownership structure and the board’s disclosed rationale for the sunset period selected. No sunset period of more than seven years from the date of the IPO will be considered to be reasonable.

Continue to vote against or withhold from incumbent directors in subsequent years, unless the problematic capital structure is reversed or removed.

Problematic Governance Structure - Newly Public Companies: For newly public companies8, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board adopted the following bylaw or charter provisions that are considered to be materially adverse to shareholder rights:

 

   

Supermajority vote requirements to amend the bylaws or charter;

   

A classified board structure; or

   

Other egregious provisions.

A reasonable sunset provision will be considered a mitigating factor.

Unless the adverse provision is reversed or removed, vote case-by-case on director nominees in subsequent years.

Management Proposals to Ratify Existing Charter or Bylaw Provisions: Vote against/withhold from individual directors, members of the governance committee, or the full board, where boards ask shareholders to ratify existing charter or bylaw provisions considering the following factors:

 

   

The presence of a shareholder proposal addressing the same issue on the same ballot;

   

The board’s rationale for seeking ratification;

   

Disclosure of actions to be taken by the board should the ratification proposal fail;

   

Disclosure of shareholder engagement regarding the board’s ratification request;

   

The level of impairment to shareholders’ rights caused by the existing provision;

   

The history of management and shareholder proposals on the provision at the company’s past meetings;

   

Whether the current provision was adopted in response to the shareholder proposal;

   

The company’s ownership structure; and

   

Previous use of ratification proposals to exclude shareholder proposals.

Restrictions on Shareholders’ Rights

Restricting Binding Shareholder Proposals: Generally vote against or withhold from the members of the governance committee if:

 

   

The company’s governing documents impose undue restrictions on shareholders’ ability to amend the bylaws. Such restrictions include but are not limited to: outright prohibition on the submission of binding shareholder proposals or share ownership requirements, subject

 

 

 

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matter restrictions, or time holding requirements in excess of SEC Rule 14a-8. Vote against or withhold on an ongoing basis.

Submission of management proposals to approve or ratify requirements in excess of SEC Rule 14a-8 for the submission of binding bylaw amendments will generally be viewed as an insufficient restoration of shareholders’ rights. Generally continue to vote against or withhold on an ongoing basis until shareholders are provided with an unfettered ability to amend the bylaws or a proposal providing for such unfettered right is submitted for shareholder approval.

Problematic Audit-Related Practices

Generally vote against or withhold from the members of the Audit Committee if:

 

   

The non-audit fees paid to the auditor are excessive;

   

The company receives an adverse opinion on the company’s financial statements from its auditor; or

   

There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

Vote case-by-case on members of the Audit Committee and potentially the full board if:

 

   

Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted.

Problematic Compensation Practices

In the absence of an Advisory Vote on Executive Compensation (Say on Pay) ballot item or in egregious situations, vote against or withhold from the members of the Compensation Committee and potentially the full board if:

 

   

There is an unmitigated misalignment between CEO pay and company performance (pay for performance);

   

The company maintains significant problematic pay practices; or

   

The board exhibits a significant level of poor communication and responsiveness to shareholders.

Generally vote against or withhold from the Compensation Committee chair, other committee members, or potentially the full board if:

 

   

The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of say on pay; or

   

The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions.

 

 

 

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Generally vote against members of the board committee responsible for approving/setting non-employee director compensation if there is a pattern (i.e. two or more years) of awarding excessive non-employee director compensation without disclosing a compelling rationale or other mitigating factors.

Problematic Pledging of Company Stock:

Vote against the members of the committee that oversees risks related to pledging, or the full board, where a significant level of pledged company stock by executives or directors raises concerns. The following factors will be considered:

 

   

The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging activity;

   

The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, and trading volume;

   

Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over time;

   

Disclosure in the proxy statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and

   

Any other relevant factors.

Governance Failures

Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to:

 

   

Material failures of governance, stewardship, risk oversight9, or fiduciary responsibilities at the company;

   

Failure to replace management as appropriate; or

   

Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.

Voting on Director Nominees in Contested Elections

Vote-No Campaigns

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General Recommendation: In cases where companies are targeted in connection with public “vote-no” campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. Take into consideration the arguments submitted by shareholders and other publicly available information.

 

 

9 Examples of failure of risk oversight include but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; demonstrably poor risk oversight of environmental and social issues, including climate change; significant adverse legal judgments or settlement; or hedging of company stock.

 

 

 

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Proxy Contests/Proxy Access

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General Recommendation: Vote case-by-case on the election of directors in contested elections, considering the following factors:

 

   

Long-term financial performance of the company relative to its industry;

   

Management’s track record;

   

Background to the contested election;

   

Nominee qualifications and any compensatory arrangements;

   

Strategic plan of dissident slate and quality of the critique against management;

   

Likelihood that the proposed goals and objectives can be achieved (both slates); and

   

Stock ownership positions.

In the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether there are more candidates than board seats).

Other Board-Related Proposals

Adopt Anti-Hedging/Pledging/Speculative Investments Policy

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General Recommendation: Generally vote for proposals seeking a policy that prohibits named executive officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin account, or pledging stock as collateral for a loan. However, the company’s existing policies regarding responsible use of company stock will be considered.

Board Refreshment

Board refreshment is best implemented through an ongoing program of individual director evaluations, conducted annually, to ensure the evolving needs of the board are met and to bring in fresh perspectives, skills, and diversity as needed.

Term/Tenure Limits

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General Recommendation: Vote case-by-case on management proposals regarding director term/tenure limits, considering:

 

   

The rationale provided for adoption of the term/tenure limit;

   

The robustness of the company’s board evaluation process;

   

Whether the limit is of sufficient length to allow for a broad range of director tenures;

   

Whether the limit would disadvantage independent directors compared to non-independent directors; and

   

Whether the board will impose the limit evenly, and not have the ability to waive it in a discriminatory manner.

 

 

 

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Vote case-by-case on shareholder proposals asking for the company to adopt director term/tenure limits, considering:

 

   

The scope of the shareholder proposal; and

   

Evidence of problematic issues at the company combined with, or exacerbated by, a lack of board refreshment.

Age Limits

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General Recommendation: Generally vote against management and shareholder proposals to limit the tenure of independent directors through mandatory retirement ages. Vote for proposals to remove mandatory age limits.

Board Size

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General Recommendation: Vote for proposals seeking to fix the board size or designate a range for the board size.

Vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.

Classification/Declassification of the Board

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General Recommendation: Vote against proposals to classify (stagger) the board.

Vote for proposals to repeal classified boards and to elect all directors annually.

CEO Succession Planning

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General Recommendation: Generally vote for proposals seeking disclosure on a CEO succession planning policy, considering, at a minimum, the following factors:

 

   

The reasonableness/scope of the request; and

   

The company’s existing disclosure on its current CEO succession planning process.

Cumulative Voting

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General Recommendation: Generally vote against management proposals to eliminate cumulate voting, and for shareholder proposals to restore or provide for cumulative voting, unless:

 

   

The company has proxy access10, thereby allowing shareholders to nominate directors to the company’s ballot; and

   

The company has adopted a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections.

 

 

10 A proxy access right that meets the recommended guidelines.

 

 

 

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Vote for proposals for cumulative voting at controlled companies (insider voting power > 50%).

Director and Officer Indemnification and Liability Protection

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General Recommendation: Vote case-by-case on proposals on director and officer indemnification and liability protection.

Vote against proposals that would:

 

   

Eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care.

   

Expand coverage beyond just legal expenses to liability for acts that are more serious violations of fiduciary obligation than mere carelessness.

   

Expand the scope of indemnification to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide indemnification for, at the discretion of the company’s board (i.e., “permissive indemnification”), but that previously the company was not required to indemnify.

Vote for only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if both of the following apply:

 

   

If the director was found to have acted in good faith and in a manner that s/he reasonably believed was in the best interests of the company; and

   

If only the director’s legal expenses would be covered.

Establish/Amend Nominee Qualifications

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General Recommendation: Vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on the reasonableness of the criteria and the degree to which they may preclude dissident nominees from joining the board.

Vote case-by-case on shareholder resolutions seeking a director nominee who possesses a particular subject matter expertise, considering:

 

   

The company’s board committee structure, existing subject matter expertise, and board nomination provisions relative to that of its peers;

   

The company’s existing board and management oversight mechanisms regarding the issue for which board oversight is sought;

   

The company’s disclosure and performance relating to the issue for which board oversight is sought and any significant related controversies; and

   

The scope and structure of the proposal.

Establish Other Board Committee Proposals

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General Recommendation: Generally vote against shareholder proposals to establish a new board committee, as such proposals seek a specific oversight mechanism/structure that

 

 

 

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  potentially limits a company’s flexibility to determine an appropriate oversight mechanism for itself. However, the following factors will be considered:

 

   

Existing oversight mechanisms (including current committee structure) regarding the issue for which board oversight is sought;

   

Level of disclosure regarding the issue for which board oversight is sought;

   

Company performance related to the issue for which board oversight is sought;

   

Board committee structure compared to that of other companies in its industry sector; and

   

The scope and structure of the proposal.

Filling Vacancies/Removal of Directors

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General Recommendation: Vote against proposals that provide that directors may be removed only for cause.

Vote for proposals to restore shareholders’ ability to remove directors with or without cause.

Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies. Vote for proposals that permit shareholders to elect directors to fill board vacancies.

Independent Board Chair

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General Recommendation: Generally vote for shareholder proposals requiring that the board chair position be filled by an independent director, taking into consideration the following:

 

   

The scope and rationale of the proposal;

   

The company’s current board leadership structure;

   

The company’s governance structure and practices;

   

Company performance; and

   

Any other relevant factors that may be applicable.

The following factors will increase the likelihood of a “for” recommendation:

 

   

A majority non-independent board and/or the presence of non-independent directors on key board committees;

   

A weak or poorly-defined lead independent director role that fails to serve as an appropriate counterbalance to a combined CEO/chair role;

   

The presence of an executive or non-independent chair in addition to the CEO, a recent recombination of the role of CEO and chair, and/or departure from a structure with an independent chair;

   

Evidence that the board has failed to oversee and address material risks facing the company;

   

A material governance failure, particularly if the board has failed to adequately respond to shareholder concerns or if the board has materially diminished shareholder rights; or

   

Evidence that the board has failed to intervene when management’s interests are contrary to shareholders’ interests.

 

 

 

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Majority of Independent Directors/Establishment of Independent Committees

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General Recommendation: Vote for shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by ISS’ definition of Independent Director (See ISS’ Classification of Directors.)

Vote for shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors unless they currently meet that standard.

Majority Vote Standard for the Election of Directors

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General Recommendation: Generally vote for management proposals to adopt a majority of votes cast standard for directors in uncontested elections. Vote against if no carve-out for a plurality vote standard in contested elections is included.

Generally vote for precatory and binding shareholder resolutions requesting that the board change the company’s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats.

Companies are strongly encouraged to also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.

Proxy Access

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General Recommendation: Generally vote for management and shareholder proposals for proxy access with the following provisions:

 

   

Ownership threshold: maximum requirement not more than three percent (3%) of the voting power;

   

Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group;

   

Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group;

   

Cap: cap on nominees of generally twenty-five percent (25%) of the board.

Review for reasonableness any other restrictions on the right of proxy access. Generally vote against proposals that are more restrictive than these guidelines.

Require More Nominees than Open Seats

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General Recommendation: Vote against shareholder proposals that would require a company to nominate more candidates than the number of open board seats.

 

 

 

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Shareholder Engagement Policy (Shareholder Advisory Committee)

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General Recommendation: Generally vote for shareholder proposals requesting that the board establish an internal mechanism/process, which may include a committee, in order to improve communications between directors and shareholders, unless the company has the following features, as appropriate:

 

   

Established a communication structure that goes beyond the exchange requirements to facilitate the exchange of information between shareholders and members of the board;

   

Effectively disclosed information with respect to this structure to its shareholders;

   

Company has not ignored majority-supported shareholder proposals or a majority withhold vote on a director nominee; and

   

The company has an independent chair or a lead director, according to ISS’ definition. This individual must be made available for periodic consultation and direct communication with major shareholders.

 

 

 

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  2.

Audit-Related

Auditor Indemnification and Limitation of Liability

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General Recommendation: Vote case-by-case on the issue of auditor indemnification and limitation of liability. Factors to be assessed include, but are not limited to:

 

   

The terms of the auditor agreement—the degree to which these agreements impact shareholders’ rights;

   

The motivation and rationale for establishing the agreements;

   

The quality of the company’s disclosure; and

   

The company’s historical practices in the audit area.

Vote against or withhold from members of an audit committee in situations where there is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

Auditor Ratification

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General Recommendation: Vote for proposals to ratify auditors unless any of the following apply:

 

   

An auditor has a financial interest in or association with the company, and is therefore not independent;

   

There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position;

   

Poor accounting practices are identified that rise to a serious level of concern, such as fraud or misapplication of GAAP; or

   

Fees for non-audit services (“Other” fees) are excessive.

Non-audit fees are excessive if:

 

   

Non-audit (“other”) fees > audit fees + audit-related fees + tax compliance/preparation fees

Tax compliance and preparation include the preparation of original and amended tax returns and refund claims, and tax payment planning. All other services in the tax category, such as tax advice, planning, or consulting, should be added to “Other” fees. If the breakout of tax fees cannot be determined, add all tax fees to “Other” fees.

In circumstances where “Other” fees include fees related to significant one-time capital structure events (such as initial public offerings, bankruptcy emergence, and spin-offs) and the company makes public disclosure of the amount and nature of those fees that are an exception to the standard “non-audit fee” category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.

 

 

 

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Shareholder Proposals Limiting Non-Audit Services

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General Recommendation: Vote case-by-case on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services.

Shareholder Proposals on Audit Firm Rotation

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General Recommendation: Vote case-by-case on shareholder proposals asking for audit firm rotation, taking into account:

 

   

The tenure of the audit firm;

   

The length of rotation specified in the proposal;

   

Any significant audit-related issues at the company;

   

The number of Audit Committee meetings held each year;

   

The number of financial experts serving on the committee; and

   

Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality and competitive price.

 

 

 

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  3.

Shareholder Rights & Defenses

Advance Notice Requirements for Shareholder Proposals/Nominations

 

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General Recommendation: Vote case-by-case on advance notice proposals, giving support to those proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory, and shareholder review.

To be reasonable, the company’s deadline for shareholder notice of a proposal/nominations must be no earlier than 120 days prior to the anniversary of the previous year’s meeting and have a submittal window of no shorter than 30 days from the beginning of the notice period (also known as a 90-120 day window).The submittal window is the period under which shareholders must file their proposals/nominations prior to the deadline.

In general, support additional efforts by companies to ensure full disclosure in regard to a proponent’s economic and voting position in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information to review such proposals.

Amend Bylaws without Shareholder Consent

 

LOGO

General Recommendation: Vote against proposals giving the board exclusive authority to amend the bylaws.

Vote case-by-case on proposals giving the board the ability to amend the bylaws in addition to shareholders, taking into account the following:

 

   

Any impediments to shareholders’ ability to amend the bylaws (i.e. supermajority voting requirements);

   

The company’s ownership structure and historical voting turnout;

   

Whether the board could amend bylaws adopted by shareholders; and

   

Whether shareholders would retain the ability to ratify any board-initiated amendments.

Control Share Acquisition Provisions

 

LOGO

General Recommendation: Vote for proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders.

Vote against proposals to amend the charter to include control share acquisition provisions.

Vote for proposals to restore voting rights to the control shares.

Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. Voting rights for those shares exceeding

 

 

 

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ownership limits may only be restored by approval of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement if the bidder continues buying up a large block of shares.

Control Share Cash-Out Provisions

 

LOGO

General Recommendation: Vote for proposals to opt out of control share cash-out statutes.

Control share cash-out statutes give dissident shareholders the right to “cash-out” of their position in a company at the expense of the shareholder who has taken a control position. In other words, when an investor crosses a preset threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.

Disgorgement Provisions

 

LOGO

General Recommendation: Vote for proposals to opt out of state disgorgement provisions.

Disgorgement provisions require an acquirer or potential acquirer of more than a certain percentage of a company’s stock to disgorge, or pay back, to the company any profits realized from the sale of that company’s stock purchased 24 months before achieving control status. All sales of company stock by the acquirer occurring within a certain period of time (between 18 months and 24 months) prior to the investor’s gaining control status are subject to these recapture-of-profits provisions.

Fair Price Provisions

 

LOGO

General Recommendation: Vote case-by-case on proposals to adopt fair price provisions (provisions that stipulate that an acquirer must pay the same price to acquire all shares as it paid to acquire the control shares), evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.

Generally vote against fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

Freeze-Out Provisions

 

LOGO

General Recommendation: Vote for proposals to opt out of state freeze-out provisions. Freeze-out provisions force an investor who surpasses a certain ownership threshold in a company to wait a specified period of time before gaining control of the company.

Greenmail

 

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General Recommendation: Vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

 

 

 

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Vote case-by-case on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

Greenmail payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since only the hostile party receives payment, usually at a substantial premium over the market value of its shares, the practice discriminates against all other shareholders.

Shareholder Litigation Rights

 

Federal Forum Selection Provisions

Federal forum selection provisions require that U.S. federal courts be the sole forum for shareholders to litigate claims arising under federal securities law.

 

LOGO

General Recommendation: Generally vote for federal forum selection provisions in the charter or bylaws that specify “the district courts of the United States” as the exclusive forum for federal securities law matters, in the absence of serious concerns about corporate governance or board responsiveness to shareholders.

Vote against provisions that restrict the forum to a particular federal district court; unilateral adoption (without a shareholder vote) of such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.

Exclusive Forum Provisions for State Law Matters

Exclusive forum provisions in the charter or bylaws restrict shareholders’ ability to bring derivative lawsuits against the company, for claims arising out of state corporate law, to the courts of a particular state (generally the state of incorporation).

General Recommendation: Generally vote for charter or bylaw provisions that specify courts located within the state of Delaware as the exclusive forum for corporate law matters for Delaware corporations, in the absence of serious concerns about corporate governance or board responsiveness to shareholders.

For states other than Delaware, vote case-by-case on exclusive forum provisions, taking into consideration:

 

   

The company’s stated rationale for adopting such a provision;

   

Disclosure of past harm from duplicative shareholder lawsuits in more than one forum;

   

The breadth of application of the charter or bylaw provision, including the types of lawsuits to which it would apply and the definition of key terms; and

   

Governance features such as shareholders’ ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt to amend the charter or bylaws) and their ability to hold directors accountable through annual director elections and a majority vote standard in uncontested elections.

 

 

 

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Generally vote against provisions that specify a state other than the state of incorporation as the exclusive forum for corporate law matters, or that specify a particular local court within the state; unilateral adoption of such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.

Fee shifting

Fee-shifting provisions in the charter or bylaws require that a shareholder who sues a company unsuccessfully pay all litigation expenses of the defendant corporation and its directors and officers.

 

LOGO

General Recommendation: Generally vote against provisions that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., including cases where the plaintiffs are partially successful).

Unilateral adoption of a fee-shifting provision will generally be considered an ongoing failure under the Unilateral Bylaw/Charter Amendments policy.

Net Operating Loss (NOL) Protective Amendments

 

LOGO

General Recommendation: Vote against proposals to adopt a protective amendment for the stated purpose of protecting a company’s net operating losses (NOL) if the effective term of the protective amendment would exceed the shorter of three years and the exhaustion of the NOL.

Vote case-by-case, considering the following factors, for management proposals to adopt an NOL protective amendment that would remain in effect for the shorter of three years (or less) and the exhaustion of the NOL:

 

   

The ownership threshold (NOL protective amendments generally prohibit stock ownership transfers that would result in a new 5-percent holder or increase the stock ownership percentage of an existing 5-percent holder);

   

The value of the NOLs;

   

Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL);

   

The company’s existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and

   

Any other factors that may be applicable.

Poison Pills (Shareholder Rights Plans)

Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy

 

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General Recommendation: Vote for shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it unless the company has: (1) A shareholder-approved

 

 

 

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  poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either:

 

   

Shareholders have approved the adoption of the plan; or

   

The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e., the “fiduciary out” provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within 12 months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate.

If the shareholder proposal calls for a time period of less than 12 months for shareholder ratification after adoption, vote for the proposal, but add the caveat that a vote within 12 months would be considered sufficient implementation.

Management Proposals to Ratify a Poison Pill

 

LOGO

General Recommendation: Vote case-by-case on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:

 

   

No lower than a 20 percent trigger, flip-in or flip-over;

   

A term of no more than three years;

   

No deadhand, slowhand, no-hand, or similar feature that limits the ability of a future board to redeem the pill;

   

Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.

In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.

Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)

 

LOGO

General Recommendation: Vote against proposals to adopt a poison pill for the stated purpose of protecting a company’s net operating losses (NOL) if the term of the pill would exceed the shorter of three years and the exhaustion of the NOL.

Vote case-by-case on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:

 

   

The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent);

 

 

 

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The value of the NOLs;

   

Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs);

   

The company’s existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and

   

Any other factors that may be applicable.

Proxy Voting Disclosure, Confidentiality, and Tabulation

 

LOGO

General Recommendation: Vote case-by-case on proposals regarding proxy voting mechanics, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder rights. Specific issues covered under the policy include, but are not limited to, confidential voting of individual proxies and ballots, confidentiality of running vote tallies, and the treatment of abstentions and/or broker non-votes in the company’s vote-counting methodology.

While a variety of factors may be considered in each analysis, the guiding principles are: transparency, consistency, and fairness in the proxy voting process. The factors considered, as applicable to the proposal, may include:

 

   

The scope and structure of the proposal;

   

The company’s stated confidential voting policy (or other relevant policies) and whether it ensures a “level playing field” by providing shareholder proponents with equal access to vote information prior to the annual meeting;

   

The company’s vote standard for management and shareholder proposals and whether it ensures consistency and fairness in the proxy voting process and maintains the integrity of vote results;

   

Whether the company’s disclosure regarding its vote counting method and other relevant voting policies with respect to management and shareholder proposals are consistent and clear;

   

Any recent controversies or concerns related to the company’s proxy voting mechanics;

   

Any unintended consequences resulting from implementation of the proposal; and

   

Any other factors that may be relevant.

Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions

 

LOGO

General Recommendation: Generally vote against management proposals to ratify provisions of the company’s existing charter or bylaws, unless these governance provisions align with best practice.

In addition, voting against/withhold from individual directors, members of the governance committee, or the full board may be warranted, considering:

 

   

The presence of a shareholder proposal addressing the same issue on the same ballot;

   

The board’s rationale for seeking ratification;

 

 

 

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Disclosure of actions to be taken by the board should the ratification proposal fail;

   

Disclosure of shareholder engagement regarding the board’s ratification request;

   

The level of impairment to shareholders’ rights caused by the existing provision;

   

The history of management and shareholder proposals on the provision at the company’s past meetings;

   

Whether the current provision was adopted in response to the shareholder proposal;

   

The company’s ownership structure; and

   

Previous use of ratification proposals to exclude shareholder proposals.

Reimbursing Proxy Solicitation Expenses

 

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General Recommendation: Vote case-by-case on proposals to reimburse proxy solicitation expenses.

When voting in conjunction with support of a dissident slate, vote for the reimbursement of all appropriate proxy solicitation expenses associated with the election.

Generally vote for shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:

 

   

The election of fewer than 50 percent of the directors to be elected is contested in the election;

   

One or more of the dissident’s candidates is elected;

   

Shareholders are not permitted to cumulate their votes for directors; and

   

The election occurred, and the expenses were incurred, after the adoption of this bylaw.

Reincorporation Proposals

 

LOGO

General Recommendation: Management or shareholder proposals to change a company’s state of incorporation should be evaluated case-by-case, giving consideration to both financial and corporate governance concerns including the following:

 

   

Reasons for reincorporation;

   

Comparison of company’s governance practices and provisions prior to and following the reincorporation; and

   

Comparison of corporation laws of original state and destination state.

Vote for reincorporation when the economic factors outweigh any neutral or negative governance changes.

Shareholder Ability to Act by Written Consent

 

LOGO

General Recommendation: Generally vote against management and shareholder proposals to restrict or prohibit shareholders’ ability to act by written consent.

 

 

 

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Generally vote for management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account the following factors:

 

   

Shareholders’ current right to act by written consent;

   

The consent threshold;

   

The inclusion of exclusionary or prohibitive language;

   

Investor ownership structure; and

   

Shareholder support of, and management’s response to, previous shareholder proposals.

Vote case-by-case on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions:

 

   

An unfettered11 right for shareholders to call special meetings at a 10 percent threshold;

   

A majority vote standard in uncontested director elections;

   

No non-shareholder-approved pill; and

   

An annually elected board.

Shareholder Ability to Call Special Meetings

 

LOGO

General Recommendation: Vote against management or shareholder proposals to restrict or prohibit shareholders’ ability to call special meetings.

Generally vote for management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the following factors:

 

   

Shareholders’ current right to call special meetings;

   

Minimum ownership threshold necessary to call special meetings (10 percent preferred);

   

The inclusion of exclusionary or prohibitive language;

   

Investor ownership structure; and

   

Shareholder support of, and management’s response to, previous shareholder proposals.

Stakeholder Provisions

 

LOGO

General Recommendation: Vote against proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.

State Antitakeover Statutes

 

LOGO

General Recommendation: Vote case-by-case on proposals to opt in or out of state takeover statutes (including fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, and anti-greenmail provisions).

 

 

11 “Unfettered” means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.

 

 

 

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Supermajority Vote Requirements

 

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General Recommendation: Vote against proposals to require a supermajority shareholder vote.

 

   

Vote for management or shareholder proposals to reduce supermajority vote requirements. However, for companies with shareholder(s) who have significant ownership levels, vote case-by-case, taking into account:

   

Ownership structure;

   

Quorum requirements; and

   

Vote requirements.

Virtual Shareholder Meetings

 

LOGO

General Recommendation: Generally vote for management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only12 meetings would be held, and to allow for comparable rights and opportunities for shareholders to participate electronically as they would have during an in-person meeting.

Vote case-by-case on shareholder proposals concerning virtual-only meetings, considering:

 

   

Scope and rationale of the proposal; and

   

Concerns identified with the company’s prior meeting practices.

 

 

12 Virtual-only shareholder meeting” refers to a meeting of shareholders that is held exclusively using technology without a corresponding in-person meeting.

 

 

 

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  4.

Capital/Restructuring

Capital

Adjustments to Par Value of Common Stock

 

LOGO

General Recommendation: Vote for management proposals to reduce the par value of common stock unless the action is being taken to facilitate an anti-takeover device or some other negative corporate governance action.

Vote for management proposals to eliminate par value.

Common Stock Authorization

 

LOGO

General Recommendation: Vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.

Vote against proposals at companies with more than one class of common stock to increase the number of authorized shares of the class of common stock that has superior voting rights.

Vote against proposals to increase the number of authorized common shares if a vote for a reverse stock split on the same ballot is warranted despite the fact that the authorized shares would not be reduced proportionally.

Vote case-by-case on all other proposals to increase the number of shares of common stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:

 

   

Past Board Performance:

   

The company’s use of authorized shares during the last three years;

 

   

The Current Request:

   

Disclosure in the proxy statement of the specific purposes of the proposed increase;

   

Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and

   

The dilutive impact of the request as determined relative to an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company’s need for shares and total shareholder returns.

ISS will apply the relevant allowable increase below to requests to increase common stock that are for general corporate purposes (or to the general corporate purposes portion of a request that also includes a specific need):

 

  A.

Most companies: 100 percent of existing authorized shares.

 

 

 

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  B.

Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares.

  C.

Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares.

  D.

Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares.

If there is an acquisition, private placement, or similar transaction on the ballot (not including equity incentive plans) that ISS is recommending FOR, the allowable increase will be the greater of (i) twice the amount needed to support the transactions on the ballot, and (ii) the allowable increase as calculated above.

Dual Class Structure

 

LOGO

General Recommendation: Generally vote against proposals to create a new class of common stock unless:

 

   

The company discloses a compelling rationale for the dual-class capital structure, such as:

   

The company’s auditor has concluded that there is substantial doubt about the company’s ability to continue as a going concern; or

   

The new class of shares will be transitory;

   

The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and

   

The new class is not designed to preserve or increase the voting power of an insider or significant shareholder.

Issue Stock for Use with Rights Plan

 

LOGO

General Recommendation: Vote against proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder-approved shareholder rights plan (poison pill).

Preemptive Rights

 

LOGO

General Recommendation: Vote case-by-case on shareholder proposals that seek preemptive rights, taking into consideration:

 

   

The size of the company;

   

The shareholder base; and

   

The liquidity of the stock.

Preferred Stock Authorization

 

LOGO

General Recommendation: Vote for proposals to increase the number of authorized preferred shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.

 

 

 

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Vote against proposals at companies with more than one class or series of preferred stock to increase the number of authorized shares of the class or series of preferred stock that has superior voting rights.

Vote case-by-case on all other proposals to increase the number of shares of preferred stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:

 

   

Past Board Performance:

   

The company’s use of authorized preferred shares during the last three years;

 

   

The Current Request:

   

Disclosure in the proxy statement of the specific purposes for the proposed increase;

   

Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request;

   

In cases where the company has existing authorized preferred stock, the dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company’s need for shares and total shareholder returns; and

   

Whether the shares requested are blank check preferred shares that can be used for antitakeover purposes.

Recapitalization Plans

 

LOGO

General Recommendation: Vote case-by-case on recapitalizations (reclassifications of securities), taking into account the following:

 

 

   

More simplified capital structure;

   

Enhanced liquidity;

   

Fairness of conversion terms;

   

Impact on voting power and dividends;

   

Reasons for the reclassification;

   

Conflicts of interest; and

   

Other alternatives considered.

Reverse Stock Splits

 

LOGO

General Recommendation: Vote for management proposals to implement a reverse stock split if:

 

   

The number of authorized shares will be proportionately reduced; or

   

The effective increase in authorized shares is equal to or less than the allowable increase calculated in accordance with ISS’ Common Stock Authorization policy.

 

 

 

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Vote case-by-case on proposals that do not meet either of the above conditions, taking into consideration the following factors:

 

   

Stock exchange notification to the company of a potential delisting;

   

Disclosure of substantial doubt about the company’s ability to continue as a going concern without additional financing;

   

The company’s rationale; or

   

Other factors as applicable.

Share Repurchase Programs

 

LOGO

General Recommendation: For U.S.-incorporated companies, and foreign-incorporated U.S. Domestic Issuers that are traded solely on U.S. exchanges, vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, or to grant the board authority to conduct open-market repurchases, in the absence of company-specific concerns regarding:

 

   

Greenmail,

   

The use of buybacks to inappropriately manipulate incentive compensation metrics,

   

Threats to the company’s long-term viability, or

   

Other company-specific factors as warranted.

Vote case-by-case on proposals to repurchase shares directly from specified shareholders, balancing the stated rationale against the possibility for the repurchase authority to be misused, such as to repurchase shares from insiders at a premium to market price.

Share Repurchase Programs Shareholder Proposals

 

LOGO

General Recommendation: Generally vote against shareholder proposals prohibiting executives from selling shares of company stock during periods in which the company has announced that it may or will be repurchasing shares of its stock. Vote for the proposal when there is a pattern of abuse by executives exercising options or selling shares during periods of share buybacks.

Stock Distributions: Splits and Dividends

 

LOGO

General Recommendation: Generally vote for management proposals to increase the common share authorization for stock split or stock dividend, provided that the effective increase in authorized shares is equal to or is less than the allowable increase calculated in accordance with ISS’ Common Stock Authorization policy.

Tracking Stock

 

LOGO

General Recommendation: Vote case-by-case on the creation of tracking stock, weighing the strategic value of the transaction against such factors as:

 

   

Adverse governance changes;

 

 

 

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Excessive increases in authorized capital stock;

   

Unfair method of distribution;

   

Diminution of voting rights;

   

Adverse conversion features;

   

Negative impact on stock option plans; and

   

Alternatives such as spin-off.

Restructuring

Appraisal Rights

 

LOGO

General Recommendation: Vote for proposals to restore or provide shareholders with rights of appraisal.

Asset Purchases

 

LOGO

General Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors:

 

   

Purchase price;

   

Fairness opinion;

   

Financial and strategic benefits;

   

How the deal was negotiated;

   

Conflicts of interest;

   

Other alternatives for the business;

   

Non-completion risk.

Asset Sales

 

LOGO

General Recommendation: Vote case-by-case on asset sales, considering the following factors:

 

   

Impact on the balance sheet/working capital;

   

Potential elimination of diseconomies;

   

Anticipated financial and operating benefits;

   

Anticipated use of funds;

   

Value received for the asset;

   

Fairness opinion;

   

How the deal was negotiated;

   

Conflicts of interest.

Bundled Proposals

 

LOGO

General Recommendation: Vote case-by-case on bundled or “conditional” proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, vote against the proposals. If the combined effect is positive, support such proposals.

 

 

 

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Conversion of Securities

 

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General Recommendation: Vote case-by-case on proposals regarding conversion of securities. When evaluating these proposals, the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest.

Vote for the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.

Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans

 

LOGO

General Recommendation: Vote case-by-case on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan, after evaluating:

 

   

Dilution to existing shareholders’ positions;

   

Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion; termination penalties; exit strategy;

   

Financial issues - company’s financial situation; degree of need for capital; use of proceeds; effect of the financing on the company’s cost of capital;

   

Management’s efforts to pursue other alternatives;

   

Control issues - change in management; change in control, guaranteed board and committee seats; standstill provisions; voting agreements; veto power over certain corporate actions; and

   

Conflict of interest - arm’s length transaction, managerial incentives.

Vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

Formation of Holding Company

 

LOGO

General Recommendation: Vote case-by-case on proposals regarding the formation of a holding company, taking into consideration the following:

 

   

The reasons for the change;

   

Any financial or tax benefits;

   

Regulatory benefits;

   

Increases in capital structure; and

   

Changes to the articles of incorporation or bylaws of the company.

Absent compelling financial reasons to recommend for the transaction, vote against the formation of a holding company if the transaction would include either of the following:

 

   

Increases in common or preferred stock in excess of the allowable maximum (see discussion under “Capital”); or

   

Adverse changes in shareholder rights.

 

 

 

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Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)

 

LOGO

General Recommendation: Vote case-by-case on going private transactions, taking into account the following:

 

   

Offer price/premium;

   

Fairness opinion;

   

How the deal was negotiated;

   

Conflicts of interest;

   

Other alternatives/offers considered; and

   

Non-completion risk.

Vote case-by-case on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:

 

   

Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock);

   

Balanced interests of continuing vs. cashed-out shareholders, taking into account the following:

   

Are all shareholders able to participate in the transaction?

   

Will there be a liquid market for remaining shareholders following the transaction?

   

Does the company have strong corporate governance?

   

Will insiders reap the gains of control following the proposed transaction?

   

Does the state of incorporation have laws requiring continued reporting that may benefit shareholders?

Joint Ventures

 

LOGO

General Recommendation: Vote case-by-case on proposals to form joint ventures, taking into account the following:

 

   

Percentage of assets/business contributed;

   

Percentage ownership;

   

Financial and strategic benefits;

   

Governance structure;

   

Conflicts of interest;

   

Other alternatives; and

   

Non-completion risk.

Liquidations

 

LOGO

General Recommendation: Vote case-by-case on liquidations, taking into account the following:

 

   

Management’s efforts to pursue other alternatives;

   

Appraisal value of assets; and

   

The compensation plan for executives managing the liquidation.

 

 

 

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Vote for the liquidation if the company will file for bankruptcy if the proposal is not approved.

Mergers and Acquisitions

 

LOGO

General Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

 

   

Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction, and strategic rationale.

   

Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.

   

Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

   

Negotiations and process - Were the terms of the transaction negotiated at arm’s-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify the deal makers’ competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value.

   

Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the “ISS Transaction Summary” section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists.

   

Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

Private Placements/Warrants/Convertible Debentures

 

LOGO

General Recommendation: Vote case-by-case on proposals regarding private placements, warrants, and convertible debentures taking into consideration:

 

   

Dilution to existing shareholders’ position: The amount and timing of shareholder ownership dilution should be weighed against the needs and proposed shareholder benefits of the capital infusion. Although newly issued common stock, absent preemptive rights, is typically dilutive to existing shareholders, share price appreciation is often the

 

 

 

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necessary event to trigger the exercise of “out of the money” warrants and convertible debt. In these instances from a value standpoint, the negative impact of dilution is mitigated by the increase in the company’s stock price that must occur to trigger the dilutive event.

   

Terms of the offer (discount/premium in purchase price to investor, including any fairness opinion, conversion features, termination penalties, exit strategy):

   

The terms of the offer should be weighed against the alternatives of the company and in light of company’s financial condition. Ideally, the conversion price for convertible debt and the exercise price for warrants should be at a premium to the then prevailing stock price at the time of private placement.

   

When evaluating the magnitude of a private placement discount or premium, consider factors that influence the discount or premium, such as, liquidity, due diligence costs, control and monitoring costs, capital scarcity, information asymmetry, and anticipation of future performance.

 

   

Financial issues:

   

The company’s financial condition;

   

Degree of need for capital;

   

Use of proceeds;

   

Effect of the financing on the company’s cost of capital;

   

Current and proposed cash burn rate;

   

Going concern viability and the state of the capital and credit markets.

 

   

Management’s efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives: A fair, unconstrained process helps to ensure the best price for shareholders. Financing alternatives can include joint ventures, partnership, merger, or sale of part or all of the company.

 

   

Control issues:

   

Change in management;

   

Change in control;

   

Guaranteed board and committee seats;

   

Standstill provisions;

   

Voting agreements;

   

Veto power over certain corporate actions; and

   

Minority versus majority ownership and corresponding minority discount or majority control premium.

 

   

Conflicts of interest:

   

Conflicts of interest should be viewed from the perspective of the company and the investor.

   

Were the terms of the transaction negotiated at arm’s length? Are managerial incentives aligned with shareholder interests?

 

 

 

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Market reaction:

   

The market’s response to the proposed deal. A negative market reaction is a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price.

Vote for the private placement, or for the issuance of warrants and/or convertible debentures in a private placement, if it is expected that the company will file for bankruptcy if the transaction is not approved.

Reorganization/Restructuring Plan (Bankruptcy)

 

LOGO

General Recommendation: Vote case-by-case on proposals to common shareholders on bankruptcy plans of reorganization, considering the following factors including, but not limited to:

 

   

Estimated value and financial prospects of the reorganized company;

   

Percentage ownership of current shareholders in the reorganized company;

   

Whether shareholders are adequately represented in the reorganization process (particularly through the existence of an Official Equity Committee);

   

The cause(s) of the bankruptcy filing, and the extent to which the plan of reorganization addresses the cause(s);

   

Existence of a superior alternative to the plan of reorganization; and

   

Governance of the reorganized company.

Special Purpose Acquisition Corporations (SPACs)

 

LOGO

General Recommendation: Vote case-by-case on SPAC mergers and acquisitions taking into account the following:

 

   

Valuation - Is the value being paid by the SPAC reasonable? SPACs generally lack an independent fairness opinion and the financials on the target may be limited. Compare the conversion price with the intrinsic value of the target company provided in the fairness opinion. Also, evaluate the proportionate value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of SPAC. Additionally, a private company discount may be applied to the target, if it is a private entity.

   

Market reaction - How has the market responded to the proposed deal? A negative market reaction may be a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price.

   

Deal timing - A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation, market reaction, and potential conflicts of interest for deals that are announced close to the liquidation date.

   

Negotiations and process - What was the process undertaken to identify potential target companies within specified industry or location specified in charter? Consider the background of the sponsors.

   

Conflicts of interest - How are sponsors benefiting from the transaction compared to IPO shareholders? Potential conflicts could arise if a fairness opinion is issued by the insiders to

 

 

 

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qualify the deal rather than a third party or if management is encouraged to pay a higher price for the target because of an 80 percent rule (the charter requires that the fair market value of the target is at least equal to 80 percent of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to close the deal since its charter typically requires a transaction to be completed within the 18-24 month timeframe.

   

Voting agreements - Are the sponsors entering into enter into any voting agreements/tender offers with shareholders who are likely to vote against the proposed merger or exercise conversion rights?

   

Governance - What is the impact of having the SPAC CEO or founder on key committees following the proposed merger?

Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions

 

LOGO

General Recommendation: Vote case-by-case on SPAC extension proposals taking into account the length of the requested extension, the status of any pending transaction(s) or progression of the acquisition process, any added incentive for non-redeeming shareholders, and any prior extension requests.

 

   

Length of request: Typically, extension requests range from two to six months, depending on the progression of the SPAC’s acquistion process.

   

Pending transaction(s) or progression of the acquisition process: Sometimes an intial business combination was already put to a shareholder vote, but, for varying reasons, the transaction could not be consummated by the termination date and the SPAC is requesting an extension. Other times, the SPAC has entered into a definitive transaction agreement, but needs additional time to consummate or hold the shareholder meeting.

   

Added incentive for non-redeeming shareholders: Sometimes the SPAC sponsor (or other insiders) will contribute, typically as a loan to the company, additional funds that will be added to the redemption value of each public share as long as such shares are not redeemed in connection with the extension request. The purpose of the “equity kicker” is to incentivize shareholders to hold their shares through the end of the requested extension or until the time the transaction is put to a shareholder vote, rather than electing redeemption at the extension proposal meeting.

   

Prior extension requests: Some SPACs request additional time beyond the extension period sought in prior extension requests.

Spin-offs

 

LOGO

General Recommendation: Vote case-by-case on spin-offs, considering:

 

   

Tax and regulatory advantages;

   

Planned use of the sale proceeds;

   

Valuation of spinoff;

   

Fairness opinion;

   

Benefits to the parent company;

   

Conflicts of interest;

   

Managerial incentives;

 

 

 

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Corporate governance changes;

   

Changes in the capital structure.

Value Maximization Shareholder Proposals

 

LOGO

General Recommendation: Vote case-by-case on shareholder proposals seeking to maximize shareholder value by:

 

   

Hiring a financial advisor to explore strategic alternatives;

   

Selling the company; or

   

Liquidating the company and distributing the proceeds to shareholders.

These proposals should be evaluated based on the following factors:

 

   

Prolonged poor performance with no turnaround in sight;

   

Signs of entrenched board and management (such as the adoption of takeover defenses);

   

Strategic plan in place for improving value;

   

Likelihood of receiving reasonable value in a sale or dissolution; and

   

The company actively exploring its strategic options, including retaining a financial advisor.

 

 

 

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  5.

Compensation

Executive Pay Evaluation

Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:

 

  1.

Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs;

  2.

Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation;

  3.

Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed);

  4.

Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly;

  5.

Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors is reasonable and does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices.

Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay)

 

LOGO

General Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation.

Vote against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if:

 

   

There is an unmitigated misalignment between CEO pay and company performance (pay for performance);

   

The company maintains significant problematic pay practices;

   

The board exhibits a significant level of poor communication and responsiveness to shareholders.

 

 

 

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Vote against or withhold from the members of the Compensation Committee and potentially the full board if:

 

   

There is no SOP on the ballot, and an against vote on an SOP would otherwise be warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof;

   

The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast;

   

The company has recently practiced or approved problematic pay practices, such as option repricing or option backdating; or

   

The situation is egregious.

Primary Evaluation Factors for Executive Pay

Pay-for-Performance Evaluation

ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the S&P1500, Russell 3000, or Russell 3000E Indices13, this analysis considers the following:

 

  1.

Peer Group14 Alignment:

 

   

The degree of alignment between the company’s annualized TSR rank and the CEO’s annualized total pay rank within a peer group, each measured over a three-year period.

   

The rankings of CEO total pay and company financial performance within a peer group, each measured over a three-year period.

   

The multiple of the CEO’s total pay relative to the peer group median in the most recent fiscal year.

 

  2.

Absolute Alignment15 – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period.

 

 

13 The Russell 3000E Index includes approximately 4,000 of the largest U.S. equity securities.

14 The revised peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for certain financial firms), GICS industry group, and company’s selected peers’ GICS industry group, with size constraints, via a process designed to select peers that are comparable to the subject company in terms of revenue/assets and industry, and also within a market-cap bucket that is reflective of the company’s. For Oil, Gas & Consumable Fuels companies, market cap is the only size determinant.

15 Only Russell 3000 Index companies are subject to the Absolute Alignment analysis.

 

 

 

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If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of companies outside the Russell indices, a misalignment between pay and performance is otherwise suggested, our analysis may include any of the following qualitative factors, as relevant to an evaluation of how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:

 

   

The ratio of performance- to time-based incentive awards;

   

The overall ratio of performance-based compensation to fixed or discretionary pay;

   

The rigor of performance goals;

   

The complexity and risks around pay program design;

   

The transparency and clarity of disclosure;

   

The company’s peer group benchmarking practices;

   

Financial/operational results, both absolute and relative to peers;

   

Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards);

   

Realizable pay16 compared to grant pay; and

   

Any other factors deemed relevant.

Problematic Pay Practices

The focus is on executive compensation practices that contravene the global pay principles, including:

 

   

Problematic practices related to non-performance-based compensation elements;

   

Incentives that may motivate excessive risk-taking or present a windfall risk; and

   

Pay decisions that circumvent pay-for-performance, such as options backdating or waiving performance requirements.

Problematic Pay Practices related to Non-Performance-Based Compensation Elements

Pay elements that are not directly based on performance are generally evaluated case-by-case considering the context of a company’s overall pay program and demonstrated pay-for-performance philosophy. Please refer to ISS’ U.S. Compensation Policies FAQ document for detail on specific pay practices that have been identified as potentially problematic and may lead to negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list below highlights the problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:

 

   

Repricing or replacing of underwater stock options/SARs without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options);

 

 

16 ISS research reports include realizable pay for S&P1500 companies.

 

 

 

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Extraordinary perquisites or tax gross-ups;

   

New or materially amended agreements that provide for:

   

Excessive termination or CIC severance payments (generally exceeding 3 times base salary and average/target/most recent bonus);

   

CIC severance payments without involuntary job loss or substantial diminution of duties (“single” or “modified single” triggers) or in connection with a problematic Good Reason definition;

   

CIC excise tax gross-up entitlements (including “modified” gross-ups);

   

Multi-year guaranteed awards that are not at risk due to rigorous performance conditions;

   

Liberal CIC definition combined with any single-trigger CIC benefits;

   

Insufficient executive compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI’s executives is not possible;

   

Any other provision or practice deemed to be egregious and present a significant risk to investors.

Options Backdating

The following factors should be examined case-by-case to allow for distinctions to be made between “sloppy” plan administration versus deliberate action or fraud:

 

   

Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;

   

Duration of options backdating;

   

Size of restatement due to options backdating;

   

Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and

   

Adoption of a grant policy that prohibits backdating and creates a fixed grant schedule or window period for equity grants in the future.

Compensation Committee Communications and Responsiveness

Consider the following factors case-by-case when evaluating ballot items related to executive pay on the board’s responsiveness to investor input and engagement on compensation issues:

 

   

Failure to respond to majority-supported shareholder proposals on executive pay topics; or

   

Failure to adequately respond to the company’s previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account:

   

Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated);

   

Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition;

 

 

 

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Disclosure of specific and meaningful actions taken to address shareholders’ concerns;

   

Other recent compensation actions taken by the company;

   

Whether the issues raised are recurring or isolated;

   

The company’s ownership structure; and

   

Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.

Frequency of Advisory Vote on Executive Compensation (“Say When on Pay”)

 

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General Recommendation: Vote for annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies’ executive pay programs.

Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale

 

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General Recommendation: Vote case-by-case on say on Golden Parachute proposals, including consideration of existing change-in-control arrangements maintained with named executive officers but also considering new or extended arrangements.

Features that may result in an “against” recommendation include one or more of the following, depending on the number, magnitude, and/or timing of issue(s):

 

   

Single- or modified-single-trigger cash severance;

   

Single-trigger acceleration of unvested equity awards;

   

Full acceleration of equity awards granted shortly before the change in control;

   

Acceleration of performance awards above the target level of performance without compelling rationale;

   

Excessive cash severance (generally >3x base salary and bonus);

   

Excise tax gross-ups triggered and payable;

   

Excessive golden parachute payments (on an absolute basis or as a percentage of transaction equity value); or

   

Recent amendments that incorporate any problematic features (such as those above) or recent actions (such as extraordinary equity grants) that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders; or

   

The company’s assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote.

Recent amendment(s) that incorporate problematic features will tend to carry more weight on the overall analysis. However, the presence of multiple legacy problematic features will also be closely scrutinized.

In cases where the golden parachute vote is incorporated into a company’s advisory vote on compensation (management say-on-pay), ISS will evaluate the say-on-pay proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.

 

 

 

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Equity-Based and Other Incentive Plans

Please refer to ISS’ U.S. Equity Compensation Plans FAQ document for additional details on the Equity Plan Scorecard policy.

 

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General Recommendation: Vote case-by-case on certain equity-based compensation plans17 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an “Equity Plan Scorecard” (EPSC) approach with three pillars:

 

   

Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:

 

   

SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and

   

SVT based only on new shares requested plus shares remaining for future grants.

 

   

Plan Features:

 

   

Quality of disclosure around vesting upon a change in control (CIC);

   

Discretionary vesting authority;

   

Liberal share recycling on various award types;

   

Lack of minimum vesting period for grants made under the plan;

   

Dividends payable prior to award vesting.

 

   

Grant Practices:

 

   

The company’s three-year burn rate relative to its industry/market cap peers;

   

Vesting requirements in CEO’s recent equity grants (3-year look-back);

   

The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years);

   

The proportion of the CEO’s most recent equity grants/awards subject to performance conditions;

   

Whether the company maintains a sufficient claw-back policy;

   

Whether the company maintains sufficient post-exercise/vesting share-holding requirements.

 

 

17 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will be further evaluated case-by-case.

 

 

 

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Generally vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders’ interests, or if any of the following egregious factors (“overriding factors”) apply:

 

   

Awards may vest in connection with a liberal change-of-control definition;

   

The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it – for NYSE and Nasdaq listed companies – or by not prohibiting it when the company has a history of repricing – for non-listed companies);

   

The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances;

   

The plan is excessively dilutive to shareholders’ holdings;

   

The plan contains an evergreen (automatic share replenishment) feature; or

   

Any other plan features are determined to have a significant negative impact on shareholder interests.

Further Information on certain EPSC Factors:

Shareholder Value Transfer (SVT)

The cost of the equity plans is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model that assesses the amount of shareholders’ equity flowing out of the company to employees and directors. SVT is expressed as both a dollar amount and as a percentage of market value, and includes the new shares proposed, shares available under existing plans, and shares granted but unexercised (using two measures, in the case of plans subject to the Equity Plan Scorecard evaluation, as noted above). All award types are valued. For omnibus plans, unless limitations are placed on the most expensive types of awards (for example, full-value awards), the assumption is made that all awards to be granted will be the most expensive types.

For proposals that are not subject to the Equity Plan Scorecard evaluation, Shareholder Value Transfer is reasonable if it falls below a company-specific benchmark. The benchmark is determined as follows: The top quartile performers in each industry group (using the Global Industry Classification Standard: GICS) are identified. Benchmark SVT levels for each industry are established based on these top performers’ historic SVT. Regression analyses are run on each industry group to identify the variables most strongly correlated to SVT. The benchmark industry SVT level is then adjusted upwards or downwards for the specific company by plugging the company-specific performance measures, size and cash compensation into the industry cap equations to arrive at the company’s benchmark.18

 

 

 

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Three-Year Burn Rate

Burn-rate benchmarks (utilized in Equity Plan Scorecard evaluations) are calculated as the greater of: (1) the mean (µ) plus one standard deviation (s) of the company’s GICS group segmented by S&P 500, Russell 3000 index (less the S&P 500), and non-Russell 3000 index; and (2) two percent of weighted common shares outstanding. In addition, year-over-year burn-rate benchmark changes will be limited to a maximum of two (2) percentage points plus or minus the prior year’s burn-rate benchmark. See the U.S. Equity Compensation Plans FAQ for the benchmarks.

Egregious Factors

Liberal Change in Control Definition

Generally vote against equity plans if the plan has a liberal definition of change in control and the equity awards could vest upon such liberal definition of change in control, even though an actual change in control may not occur. Examples of such a definition include, but are not limited to, announcement or commencement of a tender offer, provisions for acceleration upon a “potential” takeover, shareholder approval of a merger or other transactions, or similar language.

Repricing Provisions

Vote against plans that expressly permit the repricing or exchange of underwater stock options/stock appreciate rights (SARs) without prior shareholder approval. “Repricing” typically includes the ability to do any of the following:

 

   

Amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs;

   

Cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs;

   

Cancel underwater options in exchange for stock awards; or

   

Provide cash buyouts of underwater options.

While the above cover most types of repricing, ISS may view other provisions as akin to repricing depending on the facts and circumstances.

Also, vote against or withhold from members of the Compensation Committee who approved repricing (as defined above or otherwise determined by ISS), without prior shareholder approval, even if such repricings are allowed in their equity plan.

Vote against plans that do not expressly prohibit repricing or cash buyout of underwater options without shareholder approval if the company has a history of repricing/buyouts without shareholder approval, and the applicable listing standards would not preclude them from doing so.

Problematic Pay Practices or Significant Pay-for-Performance Disconnect

If the equity plan on the ballot is a vehicle for problematic pay practices, vote against the plan.

 

 

 

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ISS may recommend a vote against the equity plan if the plan is determined to be a vehicle for pay-for-performance misalignment. Considerations in voting against the equity plan may include, but are not limited to:

 

   

Severity of the pay-for-performance misalignment;

   

Whether problematic equity grant practices are driving the misalignment; and/or

   

Whether equity plan awards have been heavily concentrated to the CEO and/or the other NEOs.

Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m))

 

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General Recommendation: Vote case-by-case on amendments to cash and equity incentive plans.

Generally vote for proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:

 

   

Addresses administrative features only; or

   

Seeks approval for Section 162(m) purposes only, and the plan administering committee consists entirely of independent directors, per ISS’ Classification of Directors. Note that if the company is presenting the plan to shareholders for the first time for any reason (including after the company’s initial public offering), or if the proposal is bundled with other material plan amendments, then the recommendation will be case-by-case (see below).

Vote against proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:

 

   

Seeks approval for Section 162(m) purposes only, and the plan administering committee does not consist entirely of independent directors, per ISS’ Classification of Directors.

Vote case-by-case on all other proposals to amend cash incentive plans. This includes plans presented to shareholders for the first time after the company’s IPO and/or proposals that bundle material amendment(s) other than those for Section 162(m) purposes.

Vote case-by-case on all other proposals to amend equity incentive plans, considering the following:

 

   

If the proposal requests additional shares and/or the amendments include a term extension or addition of full value awards as an award type, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of the amendments.

   

If the plan is being presented to shareholders for the first time (including after the company’s IPO), whether or not additional shares are being requested, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of any amendments.

 

 

 

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If there is no request for additional shares and the amendments do not include a term extension or addition of full value awards as an award type, then the recommendation will be based entirely on an analysis of the overall impact of the amendments, and the EPSC evaluation will be shown only for informational purposes.

In the first two case-by-case evaluation scenarios, the EPSC evaluation/score is the more heavily weighted consideration.

Specific Treatment of Certain Award Types in Equity Plan Evaluations

Dividend Equivalent Rights

Options that have Dividend Equivalent Rights (DERs) associated with them will have a higher calculated award value than those without DERs under the binomial model, based on the value of these dividend streams. The higher value will be applied to new shares, shares available under existing plans, and shares awarded but not exercised per the plan specifications. DERS transfer more shareholder equity to employees and non-employee directors and this cost should be captured.

Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)

For Real Estate Investment Trusts (REITS), include the common shares issuable upon conversion of outstanding Operating Partnership (OP) units in the share count for the purposes of determining: (1) market capitalization in the Shareholder Value Transfer (SVT) analysis and (2) shares outstanding in the burn rate analysis.

 

  Other

Compensation Plans

401(k) Employee Benefit Plans

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General Recommendation: Vote for proposals to implement a 401(k) savings plan for employees.

Employee Stock Ownership Plans (ESOPs)

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General Recommendation: Vote for proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares).

Employee Stock Purchase Plans—Qualified Plans

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General Recommendation: Vote case-by-case on qualified employee stock purchase plans. Vote for employee stock purchase plans where all of the following apply:

 

   

Purchase price is at least 85 percent of fair market value;

   

Offering period is 27 months or less; and

   

The number of shares allocated to the plan is 10 percent or less of the outstanding shares.

 

 

 

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Vote against qualified employee stock purchase plans where when the plan features do not meet all of the above criteria.

Employee Stock Purchase Plans—Non-Qualified Plans

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General Recommendation: Vote case-by-case on nonqualified employee stock purchase plans. Vote for nonqualified employee stock purchase plans with all the following features:

 

   

Broad-based participation;

   

Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary;

   

Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value; and

   

No discount on the stock price on the date of purchase when there is a company matching contribution.

Vote against nonqualified employee stock purchase plans when the plan features do not meet all of the above criteria. If the matching contribution or effective discount exceeds the above, ISS may evaluate the SVT cost of the plan as part of the assessment.

Option Exchange Programs/Repricing Options

 

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General Recommendation: Vote case-by-case on management proposals seeking approval to exchange/reprice options taking into consideration:

 

   

Historic trading patterns–the stock price should not be so volatile that the options are likely to be back “in-the-money” over the near term;

   

Rationale for the re-pricing–was the stock price decline beyond management’s control?;

   

Is this a value-for-value exchange?;

   

Are surrendered stock options added back to the plan reserve?;

   

Timing–repricing should occur at least one year out from any precipitous drop in company’s stock price;

   

Option vesting–does the new option vest immediately or is there a black-out period?;

   

Term of the option–the term should remain the same as that of the replaced option;

   

Exercise price–should be set at fair market or a premium to market;

   

Participants–executive officers and directors must be excluded.

If the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the company’s total cost of equity plans and its three-year average burn rate.

In addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent precipitous drop in the company’s stock price demonstrates poor timing and warrants additional scrutiny. Also, consider the terms of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three years) so as not to suggest

 

 

 

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that repricings are being done to take advantage of short-term downward price movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.

Vote for shareholder proposals to put option repricings to a shareholder vote.

Stock Plans in Lieu of Cash

 

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General Recommendation: Vote case-by-case on plans that provide participants with the option of taking all or a portion of their cash compensation in the form of stock.

Vote for non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.

Vote case-by-case on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort to capture the total cost of total compensation, ISS will not make any adjustments to carve out the in-lieu-of cash compensation.

Transfer Stock Option (TSO) Programs

 

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General Recommendation: One-time Transfers: Vote against or withhold from compensation committee members if they fail to submit one-time transfers to shareholders for approval.

Vote case-by-case on one-time transfers. Vote for if:

 

   

Executive officers and non-employee directors are excluded from participating;

   

Stock options are purchased by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate financial models; and

   

There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants.

Additionally, management should provide a clear explanation of why options are being transferred to a third-party institution and whether the events leading up to a decline in stock price were beyond management’s control. A review of the company’s historic stock price volatility should indicate if the options are likely to be back “in-the-money” over the near term.

Ongoing TSO program: Vote against equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO program, structure and mechanics must be disclosed to shareholders. The specific criteria to be considered in evaluating these proposals include, but not limited, to the following:

 

   

Eligibility;

   

Vesting;

 

 

 

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Bid-price;

   

Term of options;

   

Cost of the program and impact of the TSOs on company’s total option expense; and

   

Option repricing policy.

Amendments to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment shall be transferable.

Director Compensation

Shareholder Ratification of Director Pay Programs

 

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General Recommendation: Vote case-by-case on management proposals seeking ratification of non-employee director compensation, based on the following factors:

 

   

If the equity plan under which non-employee director grants are made is on the ballot, whether or not it warrants support; and

   

An assessment of the following qualitative factors:

   

The relative magnitude of director compensation as compared to companies of a similar profile;

   

The presence of problematic pay practices relating to director compensation;

   

Director stock ownership guidelines and holding requirements;

   

Equity award vesting schedules;

   

The mix of cash and equity-based compensation;

   

Meaningful limits on director compensation;

   

The availability of retirement benefits or perquisites; and

   

The quality of disclosure surrounding director compensation.

Equity Plans for Non-Employee Directors

 

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General Recommendation: Vote case-by-case on compensation plans for non-employee directors, based on:

 

   

The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants;

   

The company’s three-year burn rate relative to its industry/market cap peers (in certain circumstances); and

   

The presence of any egregious plan features (such as an option repricing provision or liberal CIC vesting risk).

On occasion, non-employee director stock plans will exceed the plan cost or burn-rate benchmarks when combined with employee or executive stock plans. In such cases, vote case-by-case on the plan taking into consideration the following qualitative factors:

 

   

The relative magnitude of director compensation as compared to companies of a similar profile;

   

The presence of problematic pay practices relating to director compensation;

 

 

 

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Director stock ownership guidelines and holding requirements;

   

Equity award vesting schedules;

   

The mix of cash and equity-based compensation;

   

Meaningful limits on director compensation;

   

The availability of retirement benefits or perquisites; and

   

The quality of disclosure surrounding director compensation.

Non-Employee Director Retirement Plans

 

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General Recommendation: Vote against retirement plans for non-employee directors. Vote for shareholder proposals to eliminate retirement plans for non-employee directors.

Shareholder Proposals on Compensation

Bonus Banking/Bonus Banking “Plus”

 

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General Recommendation: Vote case-by-case on proposals seeking deferral of a portion of annual bonus pay, with ultimate payout linked to sustained results for the performance metrics on which the bonus was earned (whether for the named executive officers or a wider group of employees), taking into account the following factors:

 

   

The company’s past practices regarding equity and cash compensation;

   

Whether the company has a holding period or stock ownership requirements in place, such as a meaningful retention ratio (at least 50 percent for full tenure); and

   

Whether the company has a rigorous claw-back policy in place.

Compensation Consultants—Disclosure of Board or Company’s Utilization

 

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General Recommendation: Generally vote for shareholder proposals seeking disclosure regarding the company, board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s), and fees paid.

Disclosure/Setting Levels or Types of Compensation for Executives and Directors

 

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General Recommendation: Generally vote for shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.

Generally vote against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation (such as types of compensation elements or specific metrics) to be used for executive or directors.

Generally vote against shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.

 

 

 

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Vote case-by-case on all other shareholder proposals regarding executive and director pay, taking into account relevant factors, including but not limited to: company performance, pay level and design versus peers, history of compensation concerns or pay-for-performance disconnect, and/or the scope and prescriptive nature of the proposal.

Golden Coffins/Executive Death Benefits

 

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General Recommendation: Generally vote for proposals calling for companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals for which the broad-based employee population is eligible.

Hold Equity Past Retirement or for a Significant Period of Time

 

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General Recommendation: Vote case-by-case on shareholder proposals asking companies to adopt policies requiring senior executive officers to retain a portion of net shares acquired through compensation plans. The following factors will be taken into account:

 

   

The percentage/ratio of net shares required to be retained;

   

The time period required to retain the shares;

   

Whether the company has equity retention, holding period, and/or stock ownership requirements in place and the robustness of such requirements;

   

Whether the company has any other policies aimed at mitigating risk taking by executives;

   

Executives’ actual stock ownership and the degree to which it meets or exceeds the proponent’s suggested holding period/retention ratio or the company’s existing requirements; and

   

Problematic pay practices, current and past, which may demonstrate a short-term versus long-term focus.

Pay Disparity

 

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General Recommendation: Vote case-by-case on proposals calling for an analysis of the pay disparity between corporate executives and other non-executive employees. The following factors will be considered:

 

   

The company’s current level of disclosure of its executive compensation setting process, including how the company considers pay disparity;

   

If any problematic pay practices or pay-for-performance concerns have been identified at the company; and

   

The level of shareholder support for the company’s pay programs.

Generally vote against proposals calling for the company to use the pay disparity analysis or pay ratio in a specific way to set or limit executive pay.

 

 

 

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Pay for Performance/Performance-Based Awards

 

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General Recommendation: Vote case-by-case on shareholder proposals requesting that a significant amount of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt and disclose challenging performance metrics to shareholders, based on the following analytical steps:

 

   

First, vote for shareholder proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a “substantial” portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced options should have a meaningful premium to be considered performance-based awards.

   

Second, assess the rigor of the company’s performance-based equity program. If the bar set for the performance-based program is too low based on the company’s historical or peer group comparison, generally vote for the proposal. Furthermore, if target performance results in an above target payout, vote for the shareholder proposal due to program’s poor design. If the company does not disclose the performance metric of the performance-based equity program, vote for the shareholder proposal regardless of the outcome of the first step to the test.

In general, vote for the shareholder proposal if the company does not meet both of the above two steps.

Pay for Superior Performance

 

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General Recommendation: Vote case-by-case on shareholder proposals that request the board establish a pay-for-superior performance standard in the company’s executive compensation plan for senior executives. These proposals generally include the following principles:

 

   

Set compensation targets for the plan’s annual and long-term incentive pay components at or below the peer group median;

   

Deliver a majority of the plan’s target long-term compensation through performance-vested, not simply time-vested, equity awards;

   

Provide the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan;

   

Establish performance targets for each plan financial metric relative to the performance of the company’s peer companies;

   

Limit payment under the annual and performance-vested long-term incentive components of the plan to when the company’s performance on its selected financial performance metrics exceeds peer group median performance.

 

 

 

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Consider the following factors in evaluating this proposal:

 

   

What aspects of the company’s annual and long-term equity incentive programs are performance driven?

   

If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group?

   

Can shareholders assess the correlation between pay and performance based on the current disclosure?

   

What type of industry and stage of business cycle does the company belong to?

Pre-Arranged Trading Plans (10b5-1 Plans)

 

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General Recommendation: Generally vote for shareholder proposals calling for certain principles regarding the use of prearranged trading plans (10b5-1 plans) for executives. These principles include:

 

   

Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed within two business days in a Form 8-K;

   

Amendment or early termination of a 10b5-1 Plan is allowed only under extraordinary circumstances, as determined by the board;

   

Ninety days must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan;

   

Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan;

   

An executive may not trade in company stock outside the 10b5-1 Plan;

   

Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive.

Prohibit Outside CEOs from Serving on Compensation Committees

 

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General Recommendation: Generally vote against proposals seeking a policy to prohibit any outside CEO from serving on a company’s compensation committee, unless the company has demonstrated problematic pay practices that raise concerns about the performance and composition of the committee.

Recoupment of Incentive or Stock Compensation in Specified Circumstances

 

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General Recommendation: : Vote case-by-case on proposals to recoup incentive cash or stock compensation made to senior executives if it is later determined that the figures upon which incentive compensation is earned turn out to have been in error, or if the senior executive has breached company policy or has engaged in misconduct that may be significantly detrimental to the company’s financial position or reputation, or if the senior executive failed to manage or monitor risks that subsequently led to significant financial or reputational harm to the company. Many companies have adopted policies that permit recoupment in cases where an executive’s fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation. However, such policies may be narrow given that not all misconduct or negligence may result in significant

 

 

 

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  financial restatements. Misconduct, negligence or lack of sufficient oversight by senior executives may lead to significant financial loss or reputational damage that may have long-lasting impact.

In considering whether to support such shareholder proposals, ISS will take into consideration the following factors:

 

   

If the company has adopted a formal recoupment policy;

   

The rigor of the recoupment policy focusing on how and under what circumstances the company may recoup incentive or stock compensation;

   

Whether the company has chronic restatement history or material financial problems;

   

Whether the company’s policy substantially addresses the concerns raised by the proponent;

   

Disclosure of recoupment of incentive or stock compensation from senior executives or lack thereof; or

   

Any other relevant factors.

Severance Agreements for Executives/Golden Parachutes

 

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General Recommendation: Vote for shareholder proposals requiring that golden parachutes or executive severance agreements be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts.

Vote case-by-case on proposals to ratify or cancel golden parachutes. An acceptable parachute should include, but is not limited to, the following:

 

   

The triggering mechanism should be beyond the control of management;

   

The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in which the change of control occurs);

   

Change-in-control payments should be double-triggered, i.e., (1) after a change in control has taken place, and (2) termination of the executive as a result of the change in control. Change in control is defined as a change in the company ownership structure.

Share Buyback Impact on Incentive Program Metrics

 

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General Recommendation: Vote case-by-case on proposals requesting the company exclude the impact of share buybacks from the calculation of incentive program metrics, considering the following factors:

 

   

The frequency and timing of the company’s share buybacks;

   

The use of per-share metrics in incentive plans;

   

The effect of recent buybacks on incentive metric results and payouts; and

   

Whether there is any indication of metric result manipulation.

 

 

 

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Supplemental Executive Retirement Plans (SERPs)

 

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General Recommendation: Generally vote for shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

Generally vote for shareholder proposals requesting to limit the executive benefits provided under the company’s supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executive’s annual salary or those pay elements covered for the general employee population.

Tax Gross-Up Proposals

 

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General Recommendation: Generally vote for proposals calling for companies to adopt a policy of not poviding tax gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan, policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate tax equalization policy.

Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity

 

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General Recommendation: Vote case-by-case on shareholder proposals seeking a policy requiring termination of employment prior to severance payment and/or eliminating accelerated vesting of unvested equity.

The following factors will be considered:

 

   

The company’s current treatment of equity upon employment termination and/or in change-in-control situations (i.e., vesting is double triggered and/or pro rata, does it allow for the assumption of equity by acquiring company, the treatment of performance shares, etc.);

   

Current employment agreements, including potential poor pay practices such as gross-ups embedded in those agreements.

Generally vote for proposals seeking a policy that prohibits automatic acceleration of the vesting of equity awards to senior executives upon a voluntary termination of employment or in the event of a change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the award date and the change in control).

 

 

 

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  6.

Routine/Miscellaneous

Adjourn Meeting

 

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General Recommendation: Generally vote against proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal.

Vote for proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction. Vote against proposals if the wording is too vague or if the proposal includes “other business.”

Amend Quorum Requirements

 

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General Recommendation: Vote against proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal.

Amend Minor Bylaws

 

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General Recommendation: Vote for bylaw or charter changes that are of a housekeeping nature (updates or corrections).

Change Company Name

 

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General Recommendation: Vote for proposals to change the corporate name unless there is compelling evidence that the change would adversely impact shareholder value.

Change Date, Time, or Location of Annual Meeting

 

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General Recommendation: Vote for management proposals to change the date, time, or location of the annual meeting unless the proposed change is unreasonable.

Vote against shareholder proposals to change the date, time, or location of the annual meeting unless the current scheduling or location is unreasonable.

Other Business

 

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General Recommendation: Vote against proposals to approve other business when it appears as a voting item.

 

 

 

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  7.

Social and Environmental Issues

Global Approach

Issues covered under the policy include a wide range of topics, including consumer and product safety, environment and energy, labor standards and human rights, workplace and board diversity, and corporate political issues. While a variety of factors goes into each analysis, the overall principle guiding all vote recommendations focuses on how the proposal may enhance or protect shareholder value in either the short or long term.

 

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General Recommendation: Generally vote case-by-case, examining primarily whether implementation of the proposal is likely to enhance or protect shareholder value. The following factors will be considered:

 

   

If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation;

   

If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal;

   

Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive;

   

The company’s approach compared with any industry standard practices for addressing the issue(s) raised by the proposal;

   

Whether there are significant controversies, fines, penalties, or litigation associated with the company’s environmental or social practices;

   

If the proposal requests increased disclosure or greater transparency, whether reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and

   

If the proposal requests increased disclosure or greater transparency, whether implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage.

Endorsement of Principles

 

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General Recommendation: Generally vote against proposals seeking a company’s endorsement of principles that support a particular public policy position. Endorsing a set of principles may require a company to take a stand on an issue that is beyond its own control and may limit its flexibility with respect to future developments. Management and the board should be afforded the flexibility to make decisions on specific public policy positions based on their own assessment of the most beneficial strategies for the company.

 

 

 

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Animal Welfare

Animal Welfare Policies

 

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General Recommendation: Generally vote for proposals seeking a report on a company’s animal welfare standards, or animal welfare-related risks, unless:

 

   

The company has already published a set of animal welfare standards and monitors compliance;

   

The company’s standards are comparable to industry peers; and

   

There are no recent significant fines, litigation, or controversies related to the company’s and/or its suppliers’ treatment of animals.

Animal Testing

 

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General Recommendation: Generally vote against proposals to phase out the use of animals in product testing, unless:

 

   

The company is conducting animal testing programs that are unnecessary or not required by regulation;

   

The company is conducting animal testing when suitable alternatives are commonly accepted and used by industry peers; or

   

There are recent, significant fines or litigation related to the company’s treatment of animals.

Animal Slaughter

 

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General Recommendation: Generally vote against proposals requesting the implementation of Controlled Atmosphere Killing (CAK) methods at company and/or supplier operations unless such methods are required by legislation or generally accepted as the industry standard.

Vote case-by-case on proposals requesting a report on the feasibility of implementing CAK methods at company and/or supplier operations considering the availability of existing research conducted by the company or industry groups on this topic and any fines or litigation related to current animal processing procedures at the company.

Consumer Issues

Genetically Modified Ingredients

 

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General Recommendation: Generally vote against proposals requesting that a company voluntarily label genetically engineered (GE) ingredients in its products. The labeling of products with GE ingredients is best left to the appropriate regulatory authorities.

Vote case-by-case on proposals asking for a report on the feasibility of labeling products containing GE ingredients, taking into account:

 

   

The potential impact of such labeling on the company’s business;

   

The quality of the company’s disclosure on GE product labeling, related voluntary initiatives, and how this disclosure compares with industry peer disclosure; and

 

 

 

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Company’s current disclosure on the feasibility of GE product labeling.

Generally vote against proposals seeking a report on the social, health, and environmental effects of genetically modified organisms (GMOs). Studies of this sort are better undertaken by regulators and the scientific community.

Generally vote against proposals to eliminate GE ingredients from the company’s products, or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company’s products. Such decisions are more appropriately made by management with consideration of current regulations.

Reports on Potentially Controversial Business/Financial Practices

 

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General Recommendation: Vote case-by-case on requests for reports on a company’s potentially controversial business or financial practices or products, taking into account:

 

   

Whether the company has adequately disclosed mechanisms in place to prevent abuses;

   

Whether the company has adequately disclosed the financial risks of the products/practices in question;

   

Whether the company has been subject to violations of related laws or serious controversies; and

   

Peer companies’ policies/practices in this area.

Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation

 

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General Recommendation: Generally vote against proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing practices.

Vote case-by-case on proposals requesting that a company report on its product pricing or access to medicine policies, considering:

 

   

The potential for reputational, market, and regulatory risk exposure;

   

Existing disclosure of relevant policies;

   

Deviation from established industry norms;

   

Relevant company initiatives to provide research and/or products to disadvantaged consumers;

   

Whether the proposal focuses on specific products or geographic regions;

   

The potential burden and scope of the requested report;

   

Recent significant controversies, litigation, or fines at the company.

Generally vote for proposals requesting that a company report on the financial and legal impact of its prescription drug reimportation policies unless such information is already publicly disclosed.

Generally vote against proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation. Such matters are more appropriately the province of legislative activity and may place the company at a competitive disadvantage relative to its peers.

 

 

 

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Product Safety and Toxic/Hazardous Materials

 

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General Recommendation: Generally vote for proposals requesting that a company report on its policies, initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety in its supply chain, unless:

 

   

The company already discloses similar information through existing reports such as a supplier code of conduct and/or a sustainability report;

   

The company has formally committed to the implementation of a toxic/hazardous materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; and

   

The company has not been recently involved in relevant significant controversies, fines, or litigation.

Vote case-by-case on resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic/hazardous materials, or evaluate and disclose the potential financial and legal risks associated with utilizing certain materials, considering:

 

   

The company’s current level of disclosure regarding its product safety policies, initiatives, and oversight mechanisms;

   

Current regulations in the markets in which the company operates; and

   

Recent significant controversies, litigation, or fines stemming from toxic/hazardous materials at the company.

Generally vote against resolutions requiring that a company reformulate its products.

Tobacco-Related Proposals

 

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General Recommendation: Vote case-by-case on resolutions regarding the advertisement of tobacco products, considering:

 

   

Recent related fines, controversies, or significant litigation;

   

Whether the company complies with relevant laws and regulations on the marketing of tobacco;

   

Whether the company’s advertising restrictions deviate from those of industry peers;

   

Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco to youth; and

   

Whether restrictions on marketing to youth extend to foreign countries.

Vote case-by-case on proposals regarding second-hand smoke, considering;

 

   

Whether the company complies with all laws and regulations;

   

The degree that voluntary restrictions beyond those mandated by law might hurt the company’s competitiveness; and

   

The risk of any health-related liabilities.

 

 

 

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Generally vote against resolutions to cease production of tobacco-related products, to avoid selling products to tobacco companies, to spin-off tobacco-related businesses, or prohibit investment in tobacco equities. Such business decisions are better left to company management or portfolio managers.

Generally vote against proposals regarding tobacco product warnings. Such decisions are better left to public health authorities.

Climate Change

Climate Change/Greenhouse Gas (GHG) Emissions

 

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General Recommendation: Generally vote for resolutions requesting that a company disclose information on the financial, physical, or regulatory risks it faces related to climate change on its operations and investments or on how the company identifies, measures, and manages such risks, considering:

 

   

Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

   

The company’s level of disclosure compared to industry peers; and

   

Whether there are significant controversies, fines, penalties, or litigation associated with the company’s climate change-related performance.

Generally vote for proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:

 

   

The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

   

The company’s level of disclosure is comparable to that of industry peers; and

   

There are no significant, controversies, fines, penalties, or litigation associated with the company’s GHG emissions.

Vote case-by-case on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:

 

   

Whether the company provides disclosure of year-over-year GHG emissions performance data;

   

Whether company disclosure lags behind industry peers;

   

The company’s actual GHG emissions performance;

   

The company’s current GHG emission policies, oversight mechanisms, and related initiatives; and

   

Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions.

 

 

 

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Energy Efficiency

 

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General Recommendation: Generally vote for proposals requesting that a company report on its energy efficiency policies, unless:

 

   

The company complies with applicable energy efficiency regulations and laws, and discloses its participation in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance measures; or

   

The proponent requests adoption of specific energy efficiency goals within specific timelines.

Renewable Energy

 

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General Recommendation: Generally vote for requests for reports on the feasibility of developing renewable energy resources unless the report would be duplicative of existing disclosure or irrelevant to the company’s line of business.

Generally vote against proposals requesting that the company invest in renewable energy resources. Such decisions are best left to management’s evaluation of the feasibility and financial impact that such programs may have on the company.

Generally vote against proposals that call for the adoption of renewable energy goals, taking into account:

 

   

The scope and structure of the proposal;

   

The company’s current level of disclosure on renewable energy use and GHG emissions; and

   

The company’s disclosure of policies, practices, and oversight implemented to manage GHG emissions and mitigate climate change risks.

Diversity

Board Diversity

 

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General Recommendation: Generally vote for requests for reports on a company’s efforts to diversify the board, unless:

 

   

The gender and racial minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; and

   

The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company.

Vote case-by-case on proposals asking a company to increase the gender and racial minority representation on its board, taking into account:

 

   

The degree of existing gender and racial minority diversity on the company’s board and among its executive officers;

   

The level of gender and racial minority representation that exists at the company’s industry peers;

 

 

 

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The company’s established process for addressing gender and racial minority board representation;

   

Whether the proposal includes an overly prescriptive request to amend nominating committee charter language;

   

The independence of the company’s nominating committee;

   

Whether the company uses an outside search firm to identify potential director nominees; and

   

Whether the company has had recent controversies, fines, or litigation regarding equal employment practices.

Equality of Opportunity

 

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General Recommendation: Generally vote for proposals requesting a company disclose its diversity policies or initiatives, or proposals requesting disclosure of a company’s comprehensive workforce diversity data, including requests for EEO-1 data, unless:

 

   

The company publicly discloses equal opportunity policies and initiatives in a comprehensive manner;

   

The company already publicly discloses comprehensive workforce diversity data; and

   

The company has no recent significant EEO-related violations or litigation.

Generally vote against proposals seeking information on the diversity efforts of suppliers and service providers. Such requests may pose a significant burden on the company.

Gender Identity, Sexual Orientation, and Domestic Partner Benefits

 

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General Recommendation: Generally vote for proposals seeking to amend a company’s EEO statement or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would be unduly burdensome.

Generally vote against proposals to extend company benefits to, or eliminate benefits from, domestic partners. Decisions regarding benefits should be left to the discretion of the company.

Gender, Race/Ethnicity Pay Gap

 

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General Recommendation: Vote case-by-case on requests for reports on a company’s pay data by gender or race/ ethnicity, or a report on a company’s policies and goals to reduce any gender or race/ethnicity pay gaps, taking into account:

 

   

The company’s current policies and disclosure related to both its diversity and inclusion policies and practices and its compensation philosophy on fair and equitable compensation practices;

   

Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to gender, race, or ethnicity pay gap issues;

   

The company’s disclosure regarding gender, race, or ethnicity pay gap policies or initiatives compared to its industry peers; and

   

Local laws regarding categorization of race and/or ethnicity and definitions of ethnic and/or racial minorities.

 

 

 

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Environment and Sustainability

Facility and Workplace Safety

 

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General Recommendation: Vote case-by-case on requests for workplace safety reports, including reports on accident risk reduction efforts, taking into account:

 

   

The company’s current level of disclosure of its workplace health and safety performance data, health and safety management policies, initiatives, and oversight mechanisms;

   

The nature of the company’s business, specifically regarding company and employee exposure to health and safety risks;

   

Recent significant controversies, fines, or violations related to workplace health and safety; and

   

The company’s workplace health and safety performance relative to industry peers.

Vote case-by-case on resolutions requesting that a company report on safety and/or security risks associated with its operations and/or facilities, considering:

 

   

The company’s compliance with applicable regulations and guidelines;

   

The company’s current level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and

   

The existence of recent, significant violations, fines, or controversy regarding the safety and security of the company’s operations and/or facilities.

General Environmental Proposals and Community Impact Assessments

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General Recommendation: Vote case-by-case on requests for reports on policies and/or the potential (community) social and/or environmental impact of company operations, considering:

 

   

Current disclosure of applicable policies and risk assessment report(s) and risk management procedures;

   

The impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be associated with failure to manage the company’s operations in question, including the management of relevant community and stakeholder relations;

   

The nature, purpose, and scope of the company’s operations in the specific region(s);

   

The degree to which company policies and procedures are consistent with industry norms; and

   

The scope of the resolution.

Hydraulic Fracturing

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General Recommendation: Generally vote for proposals requesting greater disclosure of a company’s (natural gas) hydraulic fracturing operations, including measures the company has taken to manage and mitigate the potential community and environmental impacts of those operations, considering:

 

   

The company’s current level of disclosure of relevant policies and oversight mechanisms;

   

The company’s current level of such disclosure relative to its industry peers;

   

Potential relevant local, state, or national regulatory developments; and

   

Controversies, fines, or litigation related to the company’s hydraulic fracturing operations.

 

 

 

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Operations in Protected Areas

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General Recommendation: Generally vote for requests for reports on potential environmental damage as a result of company operations in protected regions, unless:

 

   

Operations in the specified regions are not permitted by current laws or regulations;

   

The company does not currently have operations or plans to develop operations in these protected regions; or

   

The company’s disclosure of its operations and environmental policies in these regions is comparable to industry peers.

Recycling

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General Recommendation: Vote case-by-case on proposals to report on an existing recycling program, or adopt a new recycling program, taking into account:

 

   

The nature of the company’s business;

   

The current level of disclosure of the company’s existing related programs;

   

The timetable and methods of program implementation prescribed by the proposal;

   

The company’s ability to address the issues raised in the proposal; and

   

How the company’s recycling programs compare to similar programs of its industry peers.

Sustainability Reporting

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General Recommendation: Generally vote for proposals requesting that a company report on its policies, initiatives, and oversight mechanisms related to social, economic, and environmental sustainability, unless:

 

   

The company already discloses similar information through existing reports or policies such as an environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity report; or

   

The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame.

Water Issues

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General Recommendation: Vote case-by-case on proposals requesting a company report on, or adopt a new policy on, water-related risks and concerns, taking into account:

 

   

The company’s current disclosure of relevant policies, initiatives, oversight mechanisms, and water usage metrics;

   

Whether or not the company’s existing water-related policies and practices are consistent with relevant internationally recognized standards and national/local regulations;

   

The potential financial impact or risk to the company associated with water-related concerns or issues; and

   

Recent, significant company controversies, fines, or litigation regarding water use by the company and its suppliers.

General Corporate Issues

Charitable Contributions

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General Recommendation: Vote against proposals restricting a company from making charitable contributions. Charitable contributions are generally useful for assisting worthwhile

 

 

 

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  causes and for creating goodwill in the community. In the absence of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions are in the best interests of the company.

Data Security, Privacy, and Internet Issues

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General Recommendation: Vote case-by-case on proposals requesting the disclosure or implementation of data security, privacy, or information access and management policies and procedures, considering:

 

   

The level of disclosure of company policies and procedures relating to data security, privacy, freedom of speech, information access and management, and Internet censorship;

   

Engagement in dialogue with governments or relevant groups with respect to data security, privacy, or the free flow of information on the Internet;

   

The scope of business involvement and of investment in countries whose governments censor or monitor the Internet and other telecommunications;

   

Applicable market-specific laws or regulations that may be imposed on the company; and

   

Controversies, fines, or litigation related to data security, privacy, freedom of speech, or Internet censorship.

Environmental, Social, and Governance (ESG) Compensation-Related Proposals

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General Recommendation: Vote case-by-case on proposals to link, or report on linking, executive compensation to sustainability (environmental and social) criteria, considering:

 

   

The scope and prescriptive nature of the proposal;

   

Whether the company has significant and/or persistent controversies or regulatory violations regarding social and/or environmental issues;

   

Whether the company has management systems and oversight mechanisms in place regarding its social and environmental performance;

   

The degree to which industry peers have incorporated similar non-financial performance criteria in their executive compensation practices; and

   

The company’s current level of disclosure regarding its environmental and social performance.

Human Rights, Human Capital Management, and International Operations

Human Rights Proposals

 

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General Recommendation: Generally vote for proposals requesting a report on company or company supplier labor and/or human rights standards and policies unless such information is already publicly disclosed.

Vote case-by-case on proposals to implement company or company supplier labor and/or human rights standards and policies, considering:

 

   

The degree to which existing relevant policies and practices are disclosed;

   

Whether or not existing relevant policies are consistent with internationally recognized standards;

 

 

 

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Whether company facilities and those of its suppliers are monitored and how;

   

Company participation in fair labor organizations or other internationally recognized human rights initiatives;

   

Scope and nature of business conducted in markets known to have higher risk of workplace labor/human rights abuse;

   

Recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers;

   

The scope of the request; and

   

Deviation from industry sector peer company standards and practices.

Vote case-by-case on proposals requesting that a company conduct an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights risk assessment process, considering:

 

   

The degree to which existing relevant policies and practices are disclosed, including information on the implementation of these policies and any related oversight mechanisms;

   

The company’s industry and whether the company or its suppliers operate in countries or areas where there is a history of human rights concerns;

   

Recent significant controversies, fines, or litigation regarding human rights involving the company or its suppliers, and whether the company has taken remedial steps; and

   

Whether the proposal is unduly burdensome or overly prescriptive.

Mandatory Arbitration

 

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General Recommendation: Vote case-by-case on requests for a report on a company’s use of mandatory arbitration on employment-related claims, taking into account:

 

   

The company’s current policies and practices related to the use of mandatory arbitration agreements on workplace claims;

   

Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to the use of mandatory arbitration agreements on workplace claims; and

   

The company’s disclosure of its policies and practices related to the use of mandatory arbitration agreements compared to its peers.

Operations in High Risk Markets

 

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General Recommendation: Vote case-by-case on requests for a report on a company’s potential financial and reputational risks associated with operations in “high-risk” markets, such as a terrorism-sponsoring state or politically/socially unstable region, taking into account:

 

   

The nature, purpose, and scope of the operations and business involved that could be affected by social or political disruption;

   

Current disclosure of applicable risk assessment(s) and risk management procedures;

   

Compliance with U.S. sanctions and laws;

 

 

 

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Consideration of other international policies, standards, and laws; and

   

Whether the company has been recently involved in recent, significant controversies, fines, or litigation related to its operations in “high-risk” markets.

Outsourcing/Offshoring

 

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General Recommendation: Vote case-by-case on proposals calling for companies to report on the risks associated with outsourcing/plant closures, considering:

 

   

Controversies surrounding operations in the relevant market(s);

   

The value of the requested report to shareholders;

   

The company’s current level of disclosure of relevant information on outsourcing and plant closure procedures; and

   

The company’s existing human rights standards relative to industry peers.

Sexual Harassment

 

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General Recommendation: Vote case-by-case on requests for a report on company actions taken to strengthen policies and oversight to prevent workplace sexual harassment, or a report on risks posed by a company’s failure to prevent workplace sexual harassment, taking into account:

 

   

The company’s current policies, practices, oversight mechanisms related to preventing workplace sexual harassment;

   

Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to workplace sexual harassment issues; and

   

The company’s disclosure regarding workplace sexual harassment policies or initiatives compared to its industry peers.

Weapons and Military Sales

 

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General Recommendation: Vote against reports on foreign military sales or offsets. Such disclosures may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign military sales.

Generally vote against proposals asking a company to cease production or report on the risks associated with the use of depleted uranium munitions or nuclear weapons components and delivery systems, including disengaging from current and proposed contracts. Such contracts are monitored by government agencies, serve multiple military and non-military uses, and withdrawal from these contracts could have a negative impact on the company’s business.

Political Activities

Lobbying

 

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General Recommendation: Vote case-by-case on proposals requesting information on a company’s lobbying (including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering:

 

   

The company’s current disclosure of relevant lobbying policies, and management and board oversight;

 

 

 

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The company’s disclosure regarding trade associations or other groups that it supports, or is a member of, that engage in lobbying activities; and

   

Recent significant controversies, fines, or litigation regarding the company’s lobbying-related activities.

Political Contributions

 

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General Recommendation: Generally vote for proposals requesting greater disclosure of a company’s political contributions and trade association spending policies and activities, considering:

 

   

The company’s policies, and management and board oversight related to its direct political contributions and payments to trade associations or other groups that may be used for political purposes;

   

The company’s disclosure regarding its support of, and participation in, trade associations or other groups that may make political contributions; and

   

Recent significant controversies, fines, or litigation related to the company’s political contributions or political activities.

Vote against proposals barring a company from making political contributions. Businesses are affected by legislation at the federal, state, and local level; barring political contributions can put the company at a competitive disadvantage.

Vote against proposals to publish in newspapers and other media a company’s political contributions. Such publications could present significant cost to the company without providing commensurate value to shareholders.

Political Ties

 

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General Recommendation: Generally vote against proposals asking a company to affirm political nonpartisanship in the workplace, so long as:

 

   

There are no recent, significant controversies, fines, or litigation regarding the company’s political contributions or trade association spending; and

   

The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibit coercion.

Vote against proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to prepare without providing any meaningful information to shareholders.

 

 

 

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  8.

Mutual Fund Proxies

Election of Directors

 

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General Recommendation: Vote case-by-case on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of this committee.

Closed End Funds- Unilateral Opt-In to Control Share Acquisition Statutes

 

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General Recommendation: For closed-end management investment companies (CEFs), vote against or withhold from nominating/governance committee members (or other directors on a case-by-case basis) at CEFs that have not provided a compelling rationale for opting-in to a Control Share Acquisition statute, nor submitted a by-law amendment to a shareholder vote.

Converting Closed-end Fund to Open-end Fund

 

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General Recommendation: Vote case-by-case on conversion proposals, considering the following factors:

 

   

Past performance as a closed-end fund;

   

Market in which the fund invests;

   

Measures taken by the board to address the discount; and

   

Past shareholder activism, board activity, and votes on related proposals.

Proxy Contests

 

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General Recommendation: Vote case-by-case on proxy contests, considering the following factors:

 

   

Past performance relative to its peers;

   

Market in which the fund invests;

   

Measures taken by the board to address the issues;

   

Past shareholder activism, board activity, and votes on related proposals;

   

Strategy of the incumbents versus the dissidents;

   

Independence of directors;

   

Experience and skills of director candidates;

   

Governance profile of the company;

   

Evidence of management entrenchment.

Investment Advisory Agreements

 

LOGO

General Recommendation: Vote case-by-case on investment advisory agreements, considering the following factors:

 

   

Proposed and current fee schedules;

   

Fund category/investment objective;

 

 

 

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Performance benchmarks;

   

Share price performance as compared with peers;

   

Resulting fees relative to peers;

   

Assignments (where the advisor undergoes a change of control).

Approving New Classes or Series of Shares

 

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General Recommendation: Vote for the establishment of new classes or series of shares.

Preferred Stock Proposals

 

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General Recommendation: Vote case-by-case on the authorization for or increase in preferred shares, considering the following factors:

 

   

Stated specific financing purpose;

   

Possible dilution for common shares;

   

Whether the shares can be used for antitakeover purposes.

1940 Act Policies

 

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General Recommendation: Vote case-by-case on policies under the Investment Advisor Act of 1940, considering the following factors:

 

   

Potential competitiveness;

   

Regulatory developments;

   

Current and potential returns; and

   

Current and potential risk.

Generally vote for these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation.

Changing a Fundamental Restriction to a Nonfundamental Restriction

 

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General Recommendation: Vote case-by-case on proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors:

 

   

The fund’s target investments;

   

The reasons given by the fund for the change; and

   

The projected impact of the change on the portfolio.

Change Fundamental Investment Objective to Nonfundamental

 

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General Recommendation: Vote against proposals to change a fund’s fundamental investment objective to non-fundamental.

Name Change Proposals

 

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General Recommendation: Vote case-by-case on name change proposals, considering the following factors:

 

   

Political/economic changes in the target market;

 

 

 

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Consolidation in the target market; and

   

Current asset composition.

Change in Fund’s Subclassification

 

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General Recommendation: Vote case-by-case on changes in a fund’s sub-classification, considering the following factors:

 

   

Potential competitiveness;

   

Current and potential returns;

   

Risk of concentration;

   

Consolidation in target industry.

Business Development Companies — Authorization to Sell Shares of Common Stock at a Price below Net Asset Value

 

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General Recommendation: Vote for proposals authorizing the board to issue shares below Net Asset Value (NAV) if:

 

   

The proposal to allow share issuances below NAV has an expiration date no more than one year from the date shareholders approve the underlying proposal, as required under the Investment Company Act of 1940;

   

The sale is deemed to be in the best interests of shareholders by (1) a majority of the company’s independent directors and (2) a majority of the company’s directors who have no financial interest in the issuance; and

 

   

The company has demonstrated responsible past use of share issuances by either:

   

Outperforming peers in its 8-digit GICS group as measured by one- and three-year median TSRs; or

   

Providing disclosure that its past share issuances were priced at levels that resulted in only small or moderate discounts to NAV and economic dilution to existing non-participating shareholders.

Disposition of Assets/Termination/Liquidation

 

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General Recommendation: Vote case-by-case on proposals to dispose of assets, to terminate or liquidate, considering the following factors:

 

   

Strategies employed to salvage the company;

   

The fund’s past performance;

   

The terms of the liquidation.

Changes to the Charter Document

 

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General Recommendation: Vote case-by-case on changes to the charter document, considering the following factors:

 

   

The degree of change implied by the proposal;

 

 

 

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The efficiencies that could result;

   

The state of incorporation;

   

Regulatory standards and implications.

Vote against any of the following changes:

 

   

Removal of shareholder approval requirement to reorganize or terminate the trust or any of its series;

   

Removal of shareholder approval requirement for amendments to the new declaration of trust;

   

Removal of shareholder approval requirement to amend the fund’s management contract, allowing the contract to be modified by the investment manager and the trust management, as permitted by the 1940 Act;

   

Allow the trustees to impose other fees in addition to sales charges on investment in a fund, such as deferred sales charges and redemption fees that may be imposed upon redemption of a fund’s shares;

   

Removal of shareholder approval requirement to engage in and terminate subadvisory arrangements;

   

Removal of shareholder approval requirement to change the domicile of the fund.

Changing the Domicile of a Fund

 

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General Recommendation: Vote case-by-case on re-incorporations, considering the following factors:

 

   

Regulations of both states;

   

Required fundamental policies of both states;

   

The increased flexibility available.

Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval

 

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General Recommendation: Vote against proposals authorizing the board to hire or terminate subadvisers without shareholder approval if the investment adviser currently employs only one subadviser.

Distribution Agreements

 

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General Recommendation: Vote case-by-case on distribution agreement proposals, considering the following factors:

 

   

Fees charged to comparably sized funds with similar objectives;

   

The proposed distributor’s reputation and past performance;

   

The competitiveness of the fund in the industry;

   

The terms of the agreement.

Master-Feeder Structure

 

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General Recommendation: Vote for the establishment of a master-feeder structure.

 

 

 

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Mergers

General Recommendation: Vote case-by-case on merger proposals, considering the following factors:

 

   

Resulting fee structure;

   

Performance of both funds;

   

Continuity of management personnel;

   

Changes in corporate governance and their impact on shareholder rights.

Shareholder Proposals for Mutual Funds

Establish Director Ownership Requirement

 

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General Recommendation: Generally vote against shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.

Reimburse Shareholder for Expenses Incurred

 

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General Recommendation: Vote case-by-case on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote for the reimbursement of the proxy solicitation expenses.

Terminate the Investment Advisor

 

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General Recommendation: Vote case-by-case on proposals to terminate the investment advisor, considering the following factors:

 

   

Performance of the fund’s Net Asset Value (NAV);

   

The fund’s history of shareholder relations;

   

The performance of other funds under the advisor’s management.

 

 

 

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We empower investors and companies to build

for long-term and sustainable growth by providing

high-quality data, analytics, and insight.

GET STARTED WITH ISS SOLUTIONS

Email sales@issgovernance.com or visit issgovernance.com for more information.

Founded in 1985, the Institutional Shareholder Services group of companies (“ISS”) is the world’s leading provider of corporate governance and responsible investment solutions alongside fund intelligence and services, events, and editorial content for institutional investors, globally. ISS’ solutions include objective governance research and recommendations; responsible investment data, analytics, and research; end-to-end proxy voting and distribution solutions; turnkey securities class-action claims management (provided by Securities Class Action Services, LLC); reliable global governance data and modeling tools; asset management intelligence, portfolio execution and monitoring, fund services, and media. Clients rely on ISS’ expertise to help them make informed investment decisions.

This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the “Information”) is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.

The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.

The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.

ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.

Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.

© 2020 | Institutional Shareholder Services and/or its affiliates

 

 

 

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Proxy Voting and Governance Policy Statement

Introduction

As an investment adviser, we are shareholder advocates and have a fiduciary duty to make investment decisions that are in our clients’ best interests by maximizing the value of their shares. Proxy voting is an integral part of this process, through which we support strong corporate governance structures, shareholder rights and transparency.

We have an obligation to vote proxies in a timely manner and we apply the principles in our Proxy Voting and Governance Policy (“Proxy Voting and Governance Policy” or “Policy”) and this policy statement to our proxy decisions. We believe a company’s environmental, social and governance (“ESG”) practices may have a significant effect on the value of the company, and we take these factors into consideration when voting. For additional information regarding our ESG policies and practices, please refer to our firm’s Statement of Policy Regarding Responsible Investment (“RI Policy”).

Our Policy, which outlines our policies for proxy voting and includes a wide range of issues that often appear on proxies, applies to all of AB’s investment management subsidiaries and investment services groups investing on behalf of clients globally. Both this Statement and the Policy are intended for use by those involved in the proxy voting decision-making process and those responsible for the administration of proxy voting (“Proxy Managers”), in order to ensure that our proxy voting policies and procedures are implemented consistently. Copies of the Policy, the RI Policy and our voting records, as noted below in “Voting Transparency”, can be found on our Internet site (www.abglobal.com).

We sometimes manage accounts where proxy voting is directed by clients or newly-acquired subsidiary companies. In these cases, voting decisions may deviate from the Policy.    

Research Underpins Decision Making

As a research-driven firm, we approach our proxy voting responsibilities with the same commitment to rigorous research and engagement that we apply to all of our investment activities. The different investment philosophies utilized by our investment teams may occasionally result in different conclusions being drawn regarding certain proposals and, in turn, may result in the Proxy Manager making different voting decisions on the same proposal. Nevertheless, the Proxy Manager votes proxies with the goal of maximizing the value of the securities in client portfolios.

In addition to our firm-wide proxy voting policies, we have a Proxy Voting and Governance Committee (“Proxy Voting and Governance Committee” or “Committee”), which provides oversight and includes senior investment professionals from Equities, Legal personnel and Operations personnel. It is the responsibility of the Committee to evaluate and maintain proxy voting procedures and guidelines, to evaluate proposals and issues not covered by these guidelines, to consider changes in policy, and to review this Statement and the Policy no less frequently than annually. In addition, the Committee meets at least three times a year and as necessary to address special situations.

Research Services

We subscribe to the corporate governance and proxy research services of Institutional Shareholder Services (“ISS”). All our investment professionals can access these materials via the Proxy Manager and/or theCommittee.

 

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Engagement

In evaluating proxy issues and determining our votes, we welcome and seek out the points of view of various parties. Internally, the Proxy Manager may consult the Committee, Chief Investment Officers, Directors of Research, and/or Research Analysts across our equities platforms, and Portfolio Managers in whose managed accounts a stock is held. Externally, we may engage with companies in advance of their Annual General Meeting, and throughout the year. We believe engagement provides the opportunity to share our philosophy, our corporate governance values, and more importantly, affect positive change. Also, these meetings often are joint efforts between the investment professionals, who are best positioned to comment on company-specific details, and the Proxy Manager(s), who offer a more holistic view of governance practices and relevant trends. In addition, we engage with shareholder proposal proponents and other stakeholders to understand different viewpoints and objectives.

Proxy Voting Guidelines

Our proxy voting guidelines are both principles-based and rules-based. We adhere to a core set of principles that are described in the Policy. We assess each proxy proposal in light of these principles. Our proxy voting “litmus test” will always be what we view as most likely to maximize long-term shareholder value. We believe that authority and accountability for setting and executing corporate policies, goals and compensation generally should rest with the board of directors and senior management. In return, we support strong investor rights that allow shareholders to hold directors and management accountable if they fail to act in the best interests of shareholders.

Our proxy voting guidelines pertaining to specific issues are set forth in the Policy and include guidelines relating to board and director proposals, compensation proposals, capital changes and anti-takeover proposals, auditor proposals, shareholder access and voting proposals, and environmental, social and disclosure proposals. The following are examples of specific issues within each of these broad categories:

Board and Director Proposals: Election of Directors

The election of directors is an important vote. We expect directors to represent shareholder interests at the company and maximize shareholder value. We generally vote in favor of the management-proposed slate of directors while considering a number of factors, including local market best practice. We believe companies should have a majority of independent directors and independent key committees. However, we will incorporate local market regulation and corporate governance codes into our decision making. We may support more progressive requirements than those implemented in a local market if we believe more progressive requirements may improve corporate governance practices. We will generally regard a director as independent if the director satisfies the criteria for independence (i) espoused by the primary exchange on which the company’s shares are traded, or (ii) set forth in the code we determine to be best practice in the country where the subject company is domiciled and may take into account affiliations, related-party transactions and prior service to the company. We consider the election of directors who are “bundled” on a single slate on a case-by-case basis considering the amount of information available and an assessment of the group’s qualifications.

Compensation Proposals: Executive and Employee Compensation Plans, Policies and Reports

In certain markets, (e.g., Australia, Canada, Germany and the United States), publicly traded issuers are required by law to submit their company’s remuneration report to a non-binding shareholder vote. The report contains, among other things, the nature and amount of the compensation of the directors and certain executive officers as well as a discussion of the company’s performance. In other markets, remuneration policy resolutions are binding.

We evaluate remuneration reports and policies on a case-by-case basis, taking into account the reasonableness of the company’s compensation structure and the adequacy of the disclosure. In all cases,

 

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however, we assess each proposed Compensation Plan within the framework of four guiding principles, each of which ensures a company’s Compensation Plan helps to align the long-term interests of management with shareholders:

 

-

Valid measures of business performance tied to the firm’s strategy and shareholder value creation, which are clearly articulated and incorporate appropriate time periods, should be utilized;

 

-

Compensation costs should be managed in the same way as any other expense;

 

-

Compensation should reflect management’s handling, or failure to handle, any recent social, environmental, governance, ethical or legal issue that had a significant adverse financial or reputational effect on the company; and

 

-

In granting compensatory awards, management should exhibit a history of integrity and decision-making based on logic and well thought out processes.

We may oppose plans which include, and directors who establish, compensation plan provisions deemed to be poor practice such as automatic acceleration of equity, or single-triggered, in the event of a change in control.

Although votes on compensation plans are by nature only broad indications of shareholder views, they do lead to more compensation-related dialogue between management and shareholders and help ensure that management and shareholders meet their common objective: maximizing shareholder value.

In markets where votes on compensation plans are not required for all companies, we will support shareholder proposals asking the board to adopt such a vote on an advisory basis.

Capital Changes and Anti-Takeover Proposals: Authorize Share Repurchase

We generally support share repurchase proposals that are part of a well-articulated and well-conceived capital strategy. We assess proposals to give the board unlimited authorization to repurchase shares on a case-by-case basis. Furthermore, we would generally support the use of derivative instruments (e.g., put options and call options) as part of a share repurchase plan absent a compelling reason to the contrary. Also, absent a specific concern at the company, we will generally support a repurchase plan that could be continued during a takeover period.

Auditor Proposals: Appointment of Auditors

We believe that the company is in the best position to choose its accounting firm, and we generally support management’s recommendation.

We recognize that there may be inherent conflicts when a company’s independent auditors perform substantial non-audit related services for the company. Therefore, in reviewing a proposed auditor, we will consider the amount of fees paid for non-audit related services performed compared to the total audit fees paid by the company to the auditing firm, and whether there are any other reasons for us to question the independence or performance of the firm’s auditor such as, for example, tenure. We generally will deem as excessive the non-audit fees paid by a company to its auditor if those fees account for 50% or more of total fees paid. In the UK market, which utilizes a different standard, we adhere to a non-audit fee cap of 100% of audit fees. Under these circumstances, we generally vote against the auditor and the directors, in particular the members of the company’s audit committee. In addition, we generally vote against authorizing the audit committee to set the remuneration of such auditors. We exclude from this analysis non-audit fees related to IPOs, bankruptcy emergence, and spin-offs and other extraordinary events. We may vote against or abstain due to a lack of disclosure of the name of the auditor while taking into account local market practice.

 

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Shareholder Access and Voting Proposals: Proxy Access for Annual Meetings

These proposals allow “qualified shareholders” to nominate directors. We generally vote in favor of management and shareholder proposals for proxy access that employ guidelines reflecting the SEC framework for proxy access (adopted by the US Securities and Exchange Commission (“SEC”) in 2010, but vacated by the DC Circuit Court of Appeals in 2011), which would have allowed a single shareholder, or group of shareholders, who hold at least 3% of the voting power for at least three years continuously to nominate up to 25% of the current board seats, or two directors, for inclusion in the subject company’s annual proxy statement alongside management nominees.

We may vote against proposals that use requirements that are stricter than the SEC’s framework including implementation restrictions and against individual board members, or entire boards, who exclude from their ballot properly submitted shareholder proxy access proposals or include their own competing, more strict, proposals on the same ballot.

We will evaluate on a case-by-case basis proposals with less stringent requirements than the vacated SEC framework.

From time to time we may receive requests to join with other shareholders to support a shareholder action. We may, for example, receive requests to join a voting block for purposes of influencing management. If the third parties requesting our participation are not affiliated with us and have no business relationships with us, we will consider the request on a case-by-case basis. However, where the requesting party has a business relationship with us (e.g., the requesting party is a client or a significant service provider), agreeing to such a request may pose a potential conflict of interest. As a fiduciary we have an obligation to vote proxies in the best interest of our clients (without regard to our own interests in generating and maintaining business with our other clients) and given our desire to avoid even the appearance of a conflict, we will generally decline such a request.

Environmental, Social and Disclosure Proposals

We generally support shareholder proposals calling for reports and disclosure while taking into account existing policies and procedures of the company and whether the proposed information is of added benefit to shareholders. For proposals requesting companies to adopt a policy, we will carefully consider existing policies and the company’s incorporation of national standards and best practices. In addition, we will evaluate the potential enactment of new regulations, as well as any investment risk related to the specific issue.

We generally vote proposals in accordance with these guidelines but, consistent with our “principles-based” approach to proxy voting, we may deviate from the guidelines if warranted by the specific facts and circumstances of the situation (i.e., if, under the circumstances, we believe that deviating from our stated policy is necessary to help maximize long-term shareholder value). In addition, these guidelines are not intended to address all issues that may appear on all proxy ballots. Proposals not specifically addressed by these guidelines, whether submitted by management or shareholders, will be evaluated on a case-by-case basis, always keeping in mind our fiduciary duty to make voting decisions that, by maximizing long-term shareholder value, are in our clients’ best interests.

Conflicts of Interest

As a fiduciary, we always must act in our clients’ best interests. We strive to avoid even the appearance of a conflict that may compromise the trust our clients have placed in us, and we insist on strict adherence to fiduciary standards and compliance with all applicable federal and state securities laws. We have adopted a comprehensive Code of Business Conduct and Ethics (“Code”) to help us meet these obligations. As part of this responsibility and as expressed throughout the Code, we place the interests of our clients first and attempt to avoid any perceived or actual conflicts of interest.

 

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We recognize that there may be a potential material conflict of interest when we vote a proxy solicited by an issuer that sponsors a retirement plan we manage (or administer), that distributes AB-sponsored mutual funds, or with which we or one or more of our employees have another business or personal relationship that may affect how we vote on the issuer’s proxy. Similarly, we may have a potential material conflict of interest when deciding how to vote on a proposal sponsored or supported by a shareholder group that is a client. In order to avoid any perceived or actual conflict of interest, we have established procedures for use when we encounter a potential conflict to ensure that our voting decisions are based on our clients’ best interests and are not the product of a conflict. These procedures include compiling a list of companies and organizations whose proxies may pose potential conflicts of interest (e.g., if such company is our client) and reviewing our proposed votes for these companies and organizations in light of the Policy and ISS’s recommendations. If our proposed vote is contrary to, or not contemplated in, the Policy, is consistent with a client’s position and is contrary to ISS’s recommendation, we refer to proposed vote to our Independent Compliance Officer for his determination.

In addition, our Proxy Voting and Governance Committee takes reasonable steps to verify that ISS continues to be independent, including an annual review of ISS’s conflict management procedures. When reviewing these conflict management procedures, we consider, among other things, whether ISS (i) has the capacity and competency to adequately analyze proxy issues; and (ii) can offer research in an impartial manner and in the best interests of our clients.

Voting Transparency

We publish our voting records on our Internet site (www.abglobal.com) quarterly, 30 days after the end of the previous quarter. Many clients have requested that we provide them with periodic reports on how we voted their proxies. Clients may obtain information about how we voted proxies on their behalf by contacting their Advisor. Alternatively, clients may make a written request to the Chief Compliance Officer.

 

Recordkeeping  

All of the records referenced in our Policy will be kept in an easily accessible place for at least the length of time required by local regulation and custom, and, if such local regulation requires that records are kept for less than five years from the end of the fiscal year during which the last entry was made on such record, we will follow the U.S. rule of five years. We maintain the vast majority of these records electronically. We will keep paper records, if any, in one of our offices for at least two years.

 

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PART C: OTHER INFORMATION

Item 28. Exhibits

 

(a)(1)

Second Amended and Restated Agreement and Declaration of Trust.50

 

(a)(2)

Certificate of Trust.1

 

(a)(2)(i)

Certificate of Amendment to the Certificate of Trust.2

 

(b)

Third Amended and Restated By-Laws. 55

 

(c)

None, other than Exhibits (a)(1) and (b).

 

(d)

Investment Advisory Contracts

 

(d)(1)

Amended and Restated Investment Advisory Agreement dated as of July 16, 2020 between EQ Advisors Trust (the “Trust”) and Equitable Investment Management Group, LLC (“EIM”). 63

 

(d)(1)(i)

Amendment No. 1 dated February 1, 2021 to the Amended and Restated Investment Advisory Agreement dated as of July 16, 2020 between the Trust and EIM. 63

 

(d)(1)(ii)

Amendment No. 2 dated February 26, 2021 to the Amended and Restated Investment Advisory Agreement dated as of July 16, 2020 between the Trust and EIM. 65

 

(d)(1)(iii)

Amendment No. 3 dated June 23, 2021 to the Amended and Restated Investment Advisory Agreement dated as of July 16, 2020 between the Trust and EIM. 66

 

(d)(1)(iv)

Amendment No. 4 dated July 22, 2021 to the Amended and Restated Investment Advisory Agreement dated as of July 16, 2020 between the Trust and EIM. (filed herewith)

 

d)(1)(v)

Amendment No.     dated              to the Amended and Restated Investment Advisory Agreement dated as of July 16, 2020 between the Trust and EIM. (to be filed by subsequent amendment)

 

(d)(2)(i)

Investment Sub-Advisory Agreement between EIM and T. Rowe Price Associates, Inc. (“T. Rowe Price”), dated as of July 16, 2020. 63

 

(d)(3)(i)

Investment Sub-Advisory Agreement between EIM and Massachusetts Financial Services Company (doing business as MFS Investment Management) (“MFS”), dated as of July 16, 2020. 63

 

(d)(3)(ii)

Amendment No. 1 dated January 1, 2021 to the Investment Sub-Advisory Agreement between EIM and MFS, dated as of July 16, 2020. 62

 

(d)(4)(i)

Investment Sub-Advisory Agreement between EIM and Morgan Stanley Investment Management Inc. (“MSIM”), dated as of July 16, 2020. 63

 

(d)(4)(ii)

Sub-Advisory Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Management Company, dated July 16, 2020. 65

 

(d)(5)(i)

Investment Sub-Advisory Agreement between EIM and J.P. Morgan Investment Management, Inc. (“J.P. Morgan”), dated as of July 16, 2020. 63

 

(d)(6)(i)

Investment Sub-Advisory Agreement between EIM and AllianceBernstein L.P. (“AllianceBernstein”), dated as of July 16, 2020. 63

 

(d)(6)(ii)

Amendment No. 1 dated December 1, 2020 to the Investment Sub-Advisory Agreement between EIM and AllianceBernstein, dated as of July 16, 2020. 62

 

(d)(6)(iii)

Amendment No. 2 dated July 30, 2021 to the Investment Sub-Advisory Agreement between EIM and AllianceBernstein, dated as of July 16, 2020. (filed herewith)

 

(d)(6)(iv)

Amendment No.     dated              to the Investment Sub-Advisory Agreement between EIM and AllianceBernstein, dated as of July 16, 2020. (to be filed by subsequent amendment)

 

(d)(7)(i)

Investment Sub-Advisory Agreement between EIM and Capital International, Inc. (“Capital International”), dated as of July 16, 2020. 63

 

(d)(8)(i)

Investment Sub-Advisory Agreement between EIM and Pacific Investment Management Company, LLC (“PIMCO”), dated as of July 16, 2020. 63

 

1


(d)(9)(i)

Investment Sub-Advisory Agreement between EIM and Wellington Management Company, LLP (“Wellington”), dated as of July 16, 2020. 63

 

(d)(10)(i)

Investment Sub-Advisory Agreement between EIM and GAMCO Asset Management, Inc. (“GAMCO”), dated as of July 16, 2020. 63

 

(d)(11)(i)

Investment Sub-Advisory Agreement between EIM and SSgA Funds Management, Inc. (“SSgA FM”), dated as of July 16, 2020. 63

 

(d)(11)(ii)

Amendment No. 1 dated June 23, 2021 to the Investment Sub-Advisory Agreement between EIM and SSgA FM, dated as of July 16, 2020. 66

 

(d)(12)(i)

Investment Sub-Advisory Agreement between EIM and Lord Abbett & Co. LLC (“Lord Abbett”), dated as of August 1, 2020. 63

 

(d)(13)(i)

Investment Sub-Advisory Agreement between EIM and BNY Mellon Investment Adviser, Inc. (“BNY Mellon”), dated as of July 16, 2020. 63

 

(d)(14)(i)

Investment Sub-Advisory Agreement between EIM and Franklin Mutual Advisers, LLC (“Franklin Mutual”), dated as of July 16, 2020. 63

 

(d)(14)(ii)

Amendment No. 1 dated June 18, 2021 to the Investment Sub-Advisory between EIM and Franklin Mutual, dated as of July 16, 2020. (filed herewith)

 

(d)(15)(i)

Investment Sub-Advisory Agreement between EIM and Franklin Advisers, Inc. (“Franklin Advisers”), dated as of July 16, 2020. 63

 

(d)(15)(ii)

Amendment No. 1 dated June 18, 2021 to the Investment Sub-Advisory Agreement between EIM and Franklin Advisers, dated as of July 16, 2020. 66

 

(d)(16)(i)

Amended and Restated Investment Sub-Advisory Agreement between EIM and Franklin Advisers, dated August 7, 2021. (filed herewith)

 

(d)(17)(i)

Investment Sub-Advisory Agreement between EIM and BlackRock Investment Management, LLC (“BlackRock Investment”), dated as of July 16, 2020. 63

 

(d)(17)(ii)

Amendment No. 1 dated February 1, 2021 to the Investment Sub-Advisory Agreement between EIM and BlackRock Investment, dated as of July 16, 2020. 65

 

(d)(17)(iii)

Amendment No. 2 dated June 18, 2021 to the Investment Sub-Advisory Agreement between EIM and BlackRock Investment, dated as of July 16, 2020. 66

 

(d)(18)(i)

Investment Sub-Advisory Agreement between EIM and Invesco Advisers, Inc. (“Invesco”), dated as of July 16, 2020. 63

 

(d)(18)(ii)

Amendment No. 1 dated May 1, 2021 to the Investment Sub-Advisory Agreement between EIM and Invesco, dated as of July 16, 2020. 65

 

(d)(18)(iii)

Investment Sub-Sub-Advisory Agreement among Invesco Advisers, Inc. and Invesco Asset Management Limited, dated as of July 16, 2020. 65

 

(d)(19)(i)

Investment Sub-Advisory Agreement between EIM and Harris Associates LP (“Harris Associates”), dated as of July 16, 2020. 63

 

(d)(20)(i)

Investment Sub-Advisory Agreement between EIM and EARNEST Partners, LLC (“Earnest”), dated as of July 16, 2020. 63

 

2


(d)(21)(i)

Investment Sub-Advisory Agreement between EIM and AXA Investment Managers, Inc. (“AXA IM”), dated as of July 16, 2020 63

 

(d)(21)(ii)

Amendment No. 1 dated April 12, 2021 to the Investment Sub-Advisory Agreement between EIM and AXA IM, dated as of July 16, 2020. 62

 

(d)(21)(iii)

Amendment No. 2 dated April 30, 2021 to the Investment Sub-Advisory Agreement between EIM and AXA IM, dated as of July 16, 2020. 66

 

(d)(22)(i)

Investment Sub-Advisory Agreement between EIM and AXA Rosenberg Investment Management LLC (“AXA Rosenberg”), dated as of July 16, 2020. 63

 

(d)(23)(i)

Investment Sub-Advisory Agreement between EIM and Diamond Hill Capital Management, Inc. (“Diamond Hill”), dated as of July 16, 2020. 63

 

(d)(24)(i)

Investment Sub-Advisory Agreement between EIM and Allianz Global Investors U.S. LLC (“Allianz”), dated as of July 16, 2020. 63

 

(d)(24)(ii)

Amendment No. 1 dated September 1, 2020 to the Investment Sub-Advisory Agreement between EIM and Allianz, dated as of July 16, 2020. 63

 

(d)(25)(i)

Investment Sub-Advisory Agreement between EIM and BlackRock Financial Management, Inc. (“BlackRock Financial”), dated as of July 16, 2020. 63

 

(d)(26)(i)

Investment Sub-Advisory Agreement between EIM and ClearBridge Investments LLC (“ClearBridge”), dated as of July 31, 2020. 63

 

(d)(27)(i)

Investment Sub-Advisory Agreement between EIM and Horizon Kinetics Asset Management, LLC (“Horizon Kinetics”), dated as of July 16, 2020. 63

 

(d)(28)(i)

Investment Sub-Advisory Agreement between EIM and Westfield Capital Management Company (“Westfield”), dated as of July 16, 2020. 63

 

(d)(29)(i)

Investment Sub-Advisory Agreement between EIM and Post Advisory Group, LLC (“Post”), dated as of July 16, 2020. 63

 

(d)(30)(i)

Investment Sub-Advisory Agreement between EIM and DoubleLine Capital L.P. (“DoubleLine”), dated as of July 16, 2020. 63

 

(d)(31)(i)

Investment Sub-Advisory Agreement between EIM and Goldman Sachs Asset Management, L.P. (“Goldman”), dated as of July 16, 2020. 63

 

(d)(32)(i)

Investment Sub-Advisory Agreement between EIM and Loomis, Sayles & Company, L.P. (“Loomis”), dated as of July 16, 2020. 63

 

(d)(32)(ii)

Amendment No. 1 dated April 12, 2021 to the Investment Sub-Advisory Agreement between EIM and Loomis, dated as of July 16, 2020. 62

 

(d)(32)(iii)

Amendment No. 2 dated April 30, 2021 to the Investment Sub-Advisory Agreement between EIM and Loomis, dated as of July 16, 2020. 66

 

3


(d)(33)(i)

Investment Sub-Advisory Agreement between EIM and Federated Global Investment Management Corp. (“Federated”), dated as of July 16, 2020. 63

 

(d)(34)(i)

Investment Sub-Advisory Agreement between EIM and Vaughan Nelson Investment Management (“Vaughan Nelson”), dated as of July 16, 2020. 63

 

(d)(35)(i)

Investment Sub-Advisory Agreement between EIM and HS Management Partners, LLC (“HS Management”), dated as of July 16, 2020. 63

 

(d)(36)(i)

Investment Sub-Advisory Agreement between EIM and Polen Capital Management, LLC (“Polen Capital”), dated as of July 16, 2020. 63

 

(d)(37)(i)

Investment Sub-Advisory Agreement between EIM, DoubleLine Equity LP and DoubleLine Capital LP (“DL Equity and DoubleLine Capital”), dated as of July 16, 2020. 63

 

(d)(38)(i)

Investment Sub-Advisory Agreement between EIM and Janus Capital Management LLC (“Janus Capital”), dated as of July 16, 2020. 63

 

(d)(39)(i)

Investment Sub-Advisory Agreement between EIM and Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”), dated as of November 17, 2020. 63

 

(d)(40)(i)

Investment Sub-Advisory Agreement between EIM and American Century Investment Management, Inc. (“American Century”), dated as of July 16, 2020. 63

 

(d)(41)(i)

Investment Sub-Advisory Agreement between EIM and FIAM LLC (“FIAM”), dated as of July 16, 2020. 63

 

(d)(42)(i)

Investment Sub-Advisory Agreement between EIM and Lazard Asset Management LLC (“Lazard”), dated as of August 1, 2020. 63

 

(d)(43)(i)

Investment Sub-Advisory Agreement between EIM and First Trust Advisors L.P. (“First Trust”), dated as of July 16, 2020. 63

 

(d)(44)(i)

Investment Sub-Advisory Agreement between EIM and 1832 Asset Management U.S. Inc. (“1832 Asset Management”), dated as of July 16, 2020. 63

 

(d)(45)(i)

Investment Sub-Advisory Agreement between EIM and GQG Partners LLC (“GQG Partners”), dated as of July 1, 2020. 63

 

(d)(46)(i)

Investment Sub-Advisory Agreement between EIM and Aristotle Capital Management, LLC (“Aristotle”), dated February 1, 2021. 62

 

(e)

Underwriting Contracts

 

(e)(1)(i)

Distribution Agreement between the Trust and Equitable Distributors, LLC (“Equitable Distributors”), dated as of July 16, 2020 with respect to Class IB shares. 63

 

(e)(1)(ii)

Amendment No. 1 dated February 1, 2021 to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class IB shares. 63

 

(e)(1)(iii)

Amendment No. 2 dated February 26, 2021 to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class IB Shares. 65

 

(e)(1)(iv)

Amendment No. 3 dated July 22, 2021 to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class IB shares. (filed herewith)

 

(e)(1)(v)

Amendment No. 4 dated              to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class IB Shares. (to be filed by subsequent amendment)

 

4


(e)(2)(i)

Distribution Agreement between the Trust and Equitable Distributors, dated as of July 16, 2020 with respect to Class K shares. 63

 

(e)(2)(ii)

Amendment No. 1 dated February 1, 2021 to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class K shares. 63

 

(e)(2)(iii)

Amendment No. 2 dated February 26, 2021 to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class K shares. 65

 

(e)(2)(iv)

Amendment No. 3 dated July 22, 2021 to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class K shares. (filed herewith)

 

(e)(2)(v)

Amendment No. 4 dated              to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class K shares. (to be filed by subsequent amendment)

 

(e)(3)(i)

Distribution Agreement between the Trust and Equitable Distributors, dated as of July 16, 2020 with respect to Class IA shares. 63

 

(e)(3)(ii)

Amendment No. 1 dated February 1, 2021 to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class IA shares. 63

 

(e)(3)(iii)

Amendment No. 2 dated February 26, 2021 to the Distribution Agreement dated July 16, 2020 between the Trust and Equitable Distributors with respect to Class IA shares. 65

 

(f)

Form of Deferred Compensation Plan. 3

 

(g)

Custodian Agreements

 

(g)(1)(i)

Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002.5

 

(g)(1)(ii)

Amendment No.  1, dated May 2, 2003, to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002.7

 

(g)(1)(iii)

Amendment No.  2, dated July 8, 2004, to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002.8

 

(g)(1)(iv)

Amendment No.  3, dated September 13, 2004, to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002.8

 

(g)(1)(v)

Amendment No.  4 dated May 1, 2005 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002.10

 

(g)(1)(vi)

Amendment No.  5 dated September 30, 2005 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 11

 

(g)(1)(vii)

Amendment No.  6 dated August 1, 2006 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 14

 

(g)(1)(viii)

Amendment No.  7 dated May 1, 2007 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 15

 

(g)(1)(ix)

Amendment No.  8 dated April 1, 2007 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 16

 

(g)(1)(x)

Amendment No.  9 dated January 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 17

 

(g)(1)(xi)

Amendment No.  10 dated May 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 20

 

(g)(1)(xii)

Amendment No.  11 dated July 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 20

 

(g)(1)(xiii)

Amendment No.  12 dated January 1, 2009 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 21

 

5


(g)(1)(xiv)

Amendment No.  13 dated May 1, 2009 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 22

 

(g)(1)(xv)

Amendment No.  14 dated as of September 29, 2009, to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 24

 

(g)(1)(xvi)

Amendment No.  15 dated as of October 1, 2009, to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 24

 

(g)(1)(xvii)

Amendment No.  16 dated as of August 16, 2010 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 27

 

(g)(1)(xviii)

Amendment No.  17 dated as of December 15, 2010 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 27

 

(g)(1)(xix)

Amendment No.  18 dated as of December 7, 2010 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 28

 

(g)(1)(xx)

Amendment No.  19 dated as of May 1, 2011 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 29

 

(g)(1)(xxi)

Amendment No.  20 dated as of July 12, 2011 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 29

 

(g)(1)(xxii)

Amendment No. 21 dated as of April 30, 2012 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 34

 

(g)(1)(xxiii)

Amendment No. 22 dated as of June 1, 2013 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 39

 

(g)(1)(xxiv)

Amendment No. 23 dated as of October 21, 2013 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 39

 

(g)(1)(xxv)

Amendment No. 24 dated as of April 4, 2014 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 43

 

(g)(1)(xxvi)

Amendment No. 25 dated as of June 1, 2014 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 43

 

6


(g)(1)(xxvii)

Amendment No. 26 dated as of July 16, 2014 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 44

 

(g)(1)(xxviii)

Amendment No. 27 dated as of April 30, 2015 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 46

 

(g)(1)(xxvix)

Amendment No. 28 dated as of December 21, 2015 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 48

 

(g)(1)(xxx)

Amendment No. 29 dated as of December 9, 2016 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 51

 

(g)(1)(xxxi)

Amendment No. 30 dated as of May 1, 2017 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 52

 

(g)(1)(xxxii)

Amendment No. 31 dated as of November 1, 2017 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002.54

 

(g)(1)(xxxiii)

Amendment No. 32 dated as of February 21, 2018 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 56

 

(g)(1)(xxxiv)

Amendment No. 33 dated as of June 14, 2018 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 56

 

(g)(1)(xxxv)

Amendment No. 34 dated as of December 6, 2018 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002.59

 

(g)(1)(xxxvi)

Amendment No. 35 dated as of February 19, 2019 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002.59

 

(g)(1)(xxxvii)

Amendment No. 36 dated as of July 16, 2020 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 63

 

(g)(1)(xxxviii)

Amendment No. 37 dated as of January 1, 2021 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 66

 

(g)(1)(xxxix)

Amendment No. 38 dated as of April 12, 2021 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 66

 

(g)(1)(xl)

Amendment No. 39 dated as of July 16, 2021 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. (filed herewith)

 

(g)(1)(xli)

Amendment No. 40 dated as of                      to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase dated February 1, 2002. (to be filed by subsequent amendment)

 

(h)

Other Material Contracts

 

(h)(1)(i)

Mutual Funds Service Agreement dated August 1, 2021 between the Trust, Equitable Investment Management, LLC (“Administrator”) and EIM. (filed herewith)

 

(h)(1)(ii)

Amendment No. 1 dated                      to the Mutual Funds Service Agreement dated August 1, 2021 between the Trust, the Administrator and EIM. (to be filed by subsequent amendment)

 

7


(h)(2)(i)

Sub-Administration Agreement between the Administrator and JPMorgan Chase Bank dated August 1, 2021. (filed herewith).

 

(h)(3)(i)

Expense Limitation Agreement dated August 1, 2021 between the Trust, the Administrator and EIM. (filed herewith)

 

(h)(3)(ii)

Amendment No. 1 dated August 6, 2021 to the Expense Limitation Agreement between the Trust, the Administrator and EIM dated August 1, 2021. (filed herewith)

 

(h)(3)(iii)

Amendment No.      dated                      to the Expense Limitation Agreement between the Trust, the Administrator and EIM dated August 1, 2021. (to be filed by subsequent amendment)

 

(h)(4)(i)

Amended and Restated Participation Agreement among the Trust, AXA Equitable Life Insurance Company (“AXA Equitable”), AXA Distributors and AXA Advisors dated as of July 15, 2002.6

 

(h)(4)(ii)

Amendment No.  1, dated May 2, 2003, to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002.7

 

8


(h)(4)(iii)

Amendment No.  2, dated July 9, 2004, to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002.8

 

(h)(4)(iv)

Amendment No.  3, dated October 1, 2004, to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002.8

 

(h)(4)(v)

Amendment No.  4 dated May 1, 2005 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002.10

 

(h)(4)(vi)

Amendment No.  5 dated September 30, 2005 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 12

 

(h)(4)(vii)

Amendment No.  6 dated August 1, 2006 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 14

 

(h)(4)(viii)

Amendment No.  7 dated May 1, 2007 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 15

 

(h)(4)(ix)

Amendment No.  8 dated January 1, 2008 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 17

 

(h)(4)(x)

Amendment No.  9 dated May 1, 2008 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 20

 

(h)(4)(xi)

Amendment No.  10 dated January 15, 2009 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 21

 

(h)(4)(xii)

Amendment No.  11 dated May 1, 2009 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 22

 

(h)(4)(xiii)

Amendment No.  12 dated September 29, 2009 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 24

 

(h)(4)(xiv)

Amendment No.  13 dated August 16, 2010 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 27

 

(h)(4)(xv)

Amendment No.  14 dated as of December 15, 2010 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 27

 

9


(h)(4)(xvi)

Amendment No.  15 dated June 7, 2011 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 30

 

(h)(4)(xvii)

Amendment No. 16 dated as of April 30, 2012 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable and AXA Distributors dated July 15, 2002. 36

 

(h)(4)(xviii)

Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 38

 

(h)(4)(xix)

Amendment No. 1 dated as of June 4, 2013 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 39

 

(h)(4)(xx)

Amendment No. 2 dated as of October 21, 2013 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 39

 

(h)(4)(xxi)

Amendment No. 3 dated as of April 4, 2014 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 43

 

(h)(4)(xxii)

Amendment No. 4 dated as of June 1, 2014 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 43

 

(h)(4)(xxiii)

Amendment No. 5 dated as of July 16, 2014 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 44

 

(h)(4)(xxiv)

Amendment No. 6 dated as of April 30, 2015 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 45

 

(h)(4)(xxv)

Amendment No. 7 dated as of December 21, 2015 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 48

 

(h)(4)(xxvi)

Amendment No. 8 dated as of December 9, 2016 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 51

 

(h)(4)(xxvii)

Amendment No. 9 dated as of May 1, 2017 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 52

 

(h)(4)(xxviii)

Amendment No. 10 dated as of November 1, 2017 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 53

 

10


(h)(4)(xxix)

Amendment No. 11 dated as of July 12, 2018 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012. 56

 

(h)(4)(xxx)

Amendment No. 12 dated as of December 6, 2018 to the Second Amended and Restated Participation Agreement among the Trust, AXA Equitable, EIM and AXA Distributors dated May 23, 2012.59

 

(h)(4)(xxxi)

Amendment No. 13 dated as of July 16, 2020 to the Second Amended and Restated Participation Agreement among the Trust, Equitable, EIM and Equitable Distributors dated May 23, 2012. 63

 

(h)(4)(xxxii)

Amendment No. 14 dated as of February 1, 2021 to the Second Amended and Restated Participation Agreement among the Trust, Equitable, EIM and Equitable Distributors dated May 23, 2012. 63

 

(h)(4)(xxxiii)

Amendment No. 15 dated as of February 26, 2021 to the Second Amended and Restated Participation Agreement among the Trust, Equitable, EIM and Equitable Distributors dated May 23, 2012. 65

 

(h)(4)(xxxiv)

Amendment No. 16 dated as of July 22, 2021 to the Second Amended and Restated Participation Agreement among the Trust, Equitable, EIM and Equitable Distributors dated May 23, 2012. (filed herewith)

 

(h)(4)(xxxv)

Amendment No. 17 dated as of                      to the Second Amended and Restated Participation Agreement among the Trust, Equitable, EIM and Equitable Distributors dated May 23, 2012. (to be filed by subsequent amendment)

 

(h)(5)(i)

Amended and Restated Retirement Plan Participation Agreement among the Trust, AXA Advisors, the Investment Plan for Employees, Managers and Agents, and AXA Equitable dated July 10, 2002. 6

 

(h)(5)(ii)

Second Amended and Restated Retirement Plan Participation Agreement among the Trust, AXA Distributors, the AXA Equitable 401(k) Plan and AXA Equitable dated April 26, 2012. 36

 

(h)(5)(iii)

Amendment No. 1 dated as of September 1, 2014 to the Second Amended and Restated Retirement Plan Participation Agreement among the Trust, AXA Distributors, the AXA Equitable 401(k) Plan and AXA Equitable dated April 26, 2012. 44

 

(h)(5)(iv)

Amendment No. 2 dated as of April 30, 2015 to the Second Amended and Restated Retirement Plan Participation Agreement among the Trust, AXA Distributors, the AXA Equitable 401(k) Plan and AXA Equitable dated April 26, 2012. 46

 

(h)(5)(v)

Amendment No. 3 dated as of May 1, 2017 to the Second Amended and Restated Retirement Plan Participation Agreement among the Trust, AXA Distributors, the AXA Equitable 401(k) Plan and AXA Equitable dated April 26, 2012. 62

 

(h)(5)(vi)

Amendment No. 4 dated as of February 1, 2021 to the Second Amended and Restated Retirement Plan Participation Agreement among the Trust, Equitable Distributors, the Equitable 401(k) Plan and Equitable dated April 26, 2012. 62

 

(h)(6)(i)

Amended and Restated Participation Agreement among the Trust, MONY Life Insurance Company (“MONY Life”), and AXA Distributors dated as of May 23, 2012. 40

 

(h)(6)(ii)

Amendment No. 1 dated June 4, 2013 to the Amended and Restated Participation Agreement among the Trust, MONY Life, and AXA Distributors dated as of May 23, 2012. 40

 

(h)(6)(iii)

Participation Agreement among the Trust, MONY Life Insurance Company (“MONY”) and AXA Distributors effective as of October 1, 2013. 40

 

(h)(6)(iv)

Amendment No. 1 dated as of April 4, 2014 to the Participation Agreement among the Trust, MONY and AXA Distributors effective as of October 1, 2013. 43

 

(h)(6)(v)

Amendment No. 2 dated as of June 1, 2014 to the Participation Agreement among the Trust, MONY and AXA Distributors effective as of October 1, 2013. 43

 

(h)(6)(vi)

Amendment No. 3 dated as of July 16, 2014 to the Participation Agreement among the Trust, MONY and AXA Distributors effective as of October 1, 2013. 44

 

(h)(6)(vii)

Amendment No. 4 dated as of April 30, 2015 to the Participation Agreement among the Trust, MONY, and AXA Distributors effective as of October 1, 2013.47

 

(h)(6)(viii)

Amendment No. 5 dated as of December 9, 2016 to the Participation Agreement among the Trust, MONY, and AXA Distributors effective as of October 1, 2013. 51

 

11


(h)(6)(ix)

Amendment No. 6 dated as of May 1, 2017 to the Participation Agreement among the Trust, MONY and AXA Distributors effective as of October 1, 2013. 54

 

(h)(6)(x)

Amendment No. 7 dated as of July 13, 2018 to the Participation Agreement among the Trust, MONY and AXA Distributors effective as of October 1, 2013. 56

 

(h)(6)(xi)

Amendment No. 8 dated July 16, 2020 to the Participation Agreement among the Trust, MONY and Equitable Distributors effective as of October 1, 2013. 63

 

(h)(6)(xii)

Amendment No. 9 dated July 22, 2021 to the Participation Agreement among the Trust, MONY and Equitable Distributors effective as of October 1, 2013. (filed herewith)

 

(h)(6)(xiii)

Amendment No. 10 dated                     to the Participation Agreement among the Trust, MONY and Equitable Distributors effective as of October 1, 2013. (to be filed by subsequent amendment.)

 

(h)(7)(i)

Amended and Restated Participation Agreement among the Trust, MONY Life Insurance Company of America (“MLOA”) and AXA Distributors dated as of May 23, 2012. 40

 

(h)(7)(ii)

Amendment No. 1 dated as of June 4, 2013 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 40

 

(h)(7)(iii)

Amendment No. 2 dated as of October 21, 2013 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 40

 

(h)(7)(iv)

Amendment No. 3 dated as of November 1, 2013 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 42

 

(h)(7)(v)

Amendment No. 4 dated as of April 4, 2014 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 43

 

(h)(7)(vi)

Amendment No. 5 dated as of June 1, 2014 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 43

 

(h)(7)(vii)

Amendment No. 6 dated as of July 16, 2014 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 44

 

(h)(7)(viii)

Amendment No. 7 dated as of April 30, 2015 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 45

 

(h)(7)(ix)

Amendment No. 8 dated as of December 21, 2015 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 48

 

(h)(7)(x)

Amendment No. 9 dated as of December 9, 2016 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 51

 

(h)(7)(xi)

Amendment No. 10 dated as of May 1, 2017 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 52

 

12


(h)(7)(xii)

Amendment No. 11 dated as of November 1, 2017 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 53

 

(h)(7)(xiii)

Amendment No. 12 dated as of July 12, 2018 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012. 56

 

(h)(7)(xiv)

Amendment No. 13 dated as of December 6, 2018 to the Amended and Restated Participation Agreement among the Trust, MLOA and AXA Distributors dated as of May 23, 2012.59

 

(h)(7)(xv)

Amendment No. 14 dated as of July 16, 2020 to the Amended and Restated Participation Agreement among the Trust, MLOA and Equitable Distributors dated as of May 23, 2012. 63

 

(h)(7)(xvi)

Amendment No. 15 dated as of February 1, 2021 to the Amended and Restated Participation Agreement among the Trust, MLOA and Equitable Distributors dated as of May 23, 2012. 63

 

(h)(7)(xvii)

Amendment No. 16 dated as of February 26, 2021 to the Amended and Restated Participation Agreement among the Trust, MLOA and Equitable Distributors dated as of May 23, 2012 65

 

(h)(7)(xviii)

Amendment No. 17 dated as of July 22, 2021 to the Amended and Restated Participation Agreement among the Trust, MLOA and Equitable Distributors dated as of May 23, 2012. (filed herewith)

 

(h)(7)(xix)

Amendment No. 18 dated as of                      to the Amended and Restated Participation Agreement among the Trust, MLOA and Equitable Distributors dated as of May 23, 2012. (to be filed by subsequent amendment)

 

(h)(8)

Form of Securities Lending Agreement with JPMorgan Chase Bank National Association. 49

 

(i)

Legal Opinion

 

(i)(1)

Opinion and Consent of K&L Gates LLP. (to be filed by subsequent amendment)

 

    

Other Consents

 

(j)(1)

None

 

(k)

None

 

(l)

None

 

(m)

Distribution Plans

 

(m)(1)(a)

Amended and Restated Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trust’s Class IB shares adopted as of July 14, 2010. 26

 

(m)(2)(a)

Amended and Restated Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trust’s Class IB shares of the MONY Portfolios adopted as of July 14, 2010. 26

 

(m)(3)(a)

Shareholder Services and Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trust’s Class IA shares adopted as of July 12, 2011. 33

 

(n)

Multiple Class Plan

 

(n)(1)

Revised Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act. 29

 

(p)

Codes of Ethics

 

(p)(1)

Code of Ethics of the Trust, the Administrator, EIM and Equitable Distributors, revised as of August 2021. (filed herewith)

 

(p)(2)

Revised Code of Ethics of AllianceBernstein, revised January 2021. 66

 

(p)(3)

Revised Code of Ethics of Capital International, revised July 2021. (filed herewith)

 

13


(p)(4)

Revised Code of Ethics of J.P. Morgan, revised December 13, 2019. 61

 

(p)(5)

Revised Code of Ethics of MFS, revised January 2021. (filed herewith)

 

(p)(6)

Code of Ethics of MSIM, revised as of December 12, 2019. 61

 

(p)(7)

Code of Ethics of T. Rowe Price, revised as of March 1, 2021. (filed herewith)

 

(p)(8)

Code of Ethics of PIMCO, revised as of March 2021. (filed herewith)

 

(p)(9)

Code of Ethics of Wellington, revised June 1, 2020. 64

 

(p)(10)

Code of Ethics of GAMCO, revised as of March 15, 2018.59

 

(p)(11)

Revised Code of Ethics of SSgA FM, revised March 31, 2021. (filed herewith)

 

(p)(12)

Revised Code of Ethics of Lord Abbett, revised February 2020. 64

 

(p)(13)

Revised Code of Ethics of BNY Mellon, effective December 2014. 44

 

(p)(14)

Revised Code of Ethics of Franklin Mutual, Franklin Advisers and Templeton Global revised September 16, 2019 60

 

(p)(15)

Code of Ethics of BlackRock Investment and BlackRock Financial, revised as of February 27, 2020. 64

 

(p)(16)

Code of Ethics of Invesco, revised as of January 2021. (filed herewith)

 

(p)(17)

Revised Code of Ethics of Harris Associates, revised September 30, 2020. 62

 

(p)(18)

Code of Ethics of EARNEST, revised July 10, 2018.59

 

(p)(19)

Code of Ethics of AXA IM, revised as of February 26, 2020. 64

 

(p)(20)

Code of Ethics of AXA Rosenberg revised November 2013. 43

 

(p)(21)

Code of Ethics of Diamond Hill, revised February 28, 2020. 64

 

(p)(22)

Revised Code of Ethics of Allianz, amended June 26, 2020. 64

 

(p)(23)

Code of Ethics of ClearBridge. 42

 

(p)(24)

Revised Code of Ethics of Horizon, updated January 2018.59

 

14


(p)(25)

Revised Code of Ethics of 1832 Asset Management, revised September 2019. 60

 

(p)(26)

Revised Code of Ethics of Westfield, revised June 6, 2021. (filed herewith)

 

(p)(27)

Revised Code of Ethics of Post, revised August 2019. 60

 

(p)(28)

Code of Ethics of DoubleLine and DoubleLine Equity, revised as of January 1, 2021. (filed herewith)

 

(p)(29)

Revised Code of Ethics of Goldman, revised August 29, 2019. 60

 

(p)(30)

Code of Ethics of Loomis, revised as of April 2018.59

 

(p)(31)

Code of Ethics of Federated, revised April 26, 2021. (filed herewith)

 

(p)(32)

Revised Code of Ethics of Vaughan Nelson, revised March 26, 2021. (filed herewith)

 

(p)(33)

Code of Ethics of HS Management, revised January 13, 2020. 64

 

(p)(34)

Revised Code of Ethics of Janus, revised January 1, 2021. (filed herewith)

 

(p)(35)

Code of Ethics of Polen, revised April 1, 2021. (filed herewith)

 

(p)(36)

Code of Ethics of Barrow Hanley. 54

 

(p)(37)

Revised Code of Ethics of American Century, revised April 1, 2021. (filed herewith)

 

(p)(38)

Code of Ethics of FIAM, revised February 23, 2021. (filed herewith)

 

(p)(39)

Code of Ethics of Lazard. 56

 

(p)(40)

Code of Ethics of First Trust. 57

 

(p)(41)

Code of Ethics of GQG Partners, revised March 22, 2021. (filed herewith)

 

(p)(42)

Code of Ethics of Aristotle, revised January 19, 2021. (filed herewith)

Other Exhibits:

 

    

Revised Powers of Attorney. 61

 

15


 

1.

Incorporated by reference to and/or previously filed with Registrant’s Registration Statement on Form N-1A filed on December 3, 1996 (File No. 333-17217).

2.

Incorporated by reference to and/or previously filed with Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A filed on January 23, 1997 (File No. 333-17217).

3.

Incorporated by reference to and/or previously filed with Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A filed on April 7, 1997 (File No. 333-17217).

5.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed on April 3, 2002 (File No. 333-17217).

6.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 25 to Registrant’s Registration Statement on Form N-1A filed on February 7, 2003 (File No. 333-17217).

7.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A filed on February 10, 2004 (File No. 333-17217).

8.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 35 to Registrant’s Registration Statement on Form N-1A filed on October 15, 2004 (File No. 333-17217).

10.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 37 to Registrant’s Registration Statement on Form N-1A filed on April 7, 2005 (File No. 333-17217).

11.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A filed on August 24, 2005 (File No. 333-17217).

12.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 44 to Registrant’s Registration Statement on Form N-1A filed on April 5, 2006 (File No. 333-17217).

14.

Incorporated by reference to Post-Effective Amendment No. 51 to Registrant’s Registration Statement on Form N-1A filed on February 2, 2007 (File No. 333-17217).

15.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A filed on April 27, 2007 (File No. 333-17217).

16.

Incorporated by reference to Post-Effective Amendment No. 54 to Registrant’s Registration Statement on Form N-1A filed on October 4, 2007 (File No. 333-17217).

17.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on December 27, 2007 (File No. 333-17217).

20.

Incorporated by reference to Post-Effective Amendment No. 61 to the Registrant’s Registration Statement on Form N-1A filed on February 13, 2009 (File No. 333-17217).

21.

Incorporated by reference to Post-Effective Amendment No. 64 to the Registrant’s Registration Statement on Form N-1A filed on March 16, 2009 (File No. 333-17217).

22.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 67 to the Registrant’s Registration Statement on Form N-1A filed on April 15, 2009 (File No. 333-17217).

24.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 70 to the Registrant’s Registration Statement on Form N-1A filed on January 21, 2010 (File No. 333-17217).

26.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 75 to the Registrant’s Registration Statement on Form N-1A filed on October 5, 2010 (File No. 333-17217).

27.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 77 to the Registrant’s Registration Statement on Form N-1A filed on February 3, 2011 (File No. 333-17217).

28.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 79 to the Registrant’s Registration Statement on Form N-1A filed on April 28, 2011 (File No. 333-17217).

 

16


29.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 83 to the Registrant’s Registration Statement on Form N-1A filed on August 16, 2011 (File No. 333-17217).

30.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 84 to the Registrant’s Registration Statement on Form N-1A filed on August 17, 2011 (File No. 333-17217).

31.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 87 to the Registrant’s Registration Statement on Form N-1A filed on January 13, 2012 (File No. 333-17217).

33.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 89 to the Registrant’s Registration Statement on Form N-1A filed on February 6, 2012 (File No. 333-17217).

34

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 91 to the Registrant’s Registration Statement on Form N-1A filed on April 25, 2012 (File No. 333-17217).

36.

Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 96 to the Registrant’s Registration Statement on Form N-1A filed on February 7, 2013 (File No. 333-17217).

38.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 100 to the Registrant’s Registration Statement filed on July 22, 2013 (File No. 333-17217).

39.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 101 to the Registrant’s Registration Statement filed on October 1, 2013 (File No. 333-17217).

40.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 103 to the Registrant’s Registration Statement filed on January 10, 2014 (File No. 333-17217).

42.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 106 to the Registrant’s Registration Statement filed on April 11, 2014 (File No. 333-17217).

43.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 108 to the Registrant’s Registration Statement filed on April 30, 2014 (File No. 333-17217).

44.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 112 to the Registrant’s Registration Statement filed on February 5, 2015 (File No. 333-17217).

45.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 113 to the Registrant’s Registration Statement filed on April 17, 2015 (File No. 333-17217).

46.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 114 to the Registrant’s Registration Statement filed on April 24, 2015 (File No. 333-17217).

47.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 118 to the Registrant’s Registration Statement filed on December 17, 2015 (File No. 333-17217).\

48.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 120 to the Registrant’s Registration Statement filed on February 11, 2016 (File No. 333-17217).

49.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 121 to the Registrant’s Registration Statement filed on April 25, 2016 (File No. 333-17217).

50.

Incorporated by reference and/or previously filed with Registrant’s Registration Statement on Form N-14 filed on January 17, 2017 (File No. 333-17217).

51.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 123 to the Registrant’s Registration Statement filed on January 31, 2017 (File No. 333-17217).

 

17


52.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 125 to the Registrant’s Registration Statement filed on April 28, 2017 (File No. 333-17217).

53.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 128 to the Registrant’s Registration Statement filed on October 27, 2017 (File No. 333-17217).

54.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 130 to the Registrant’s Registration Statement filed on January 26, 2018 (File No. 333-17217).

55.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 132 to the Registrant’s Registration Statement filed on April 26, 2018 (File No. 333-17217).

56.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 135 to the Registrant’s Registration Statement filed on July 31, 2018 (File No. 333-17217).

57.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 138 to the Registrant’s Registration Statement filed on December 20, 2018 (File No. 333-17217)

58.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 140 to the Registrant’s Registration Statement filed on February 8, 2019 (File No. 333-17217)

59.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 142 to the Registrant’s Registration Statement filed on April 26, 2019 (File No. 333-17217)

60.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 144 to the Registrant’s Registration Statement filed on February 7, 2020 (File No. 333-17217)

61.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 146 to the Registrant’s Registration Statement filed on April 28, 2020 (File No. 333-17217)

62.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 151 to the Registrant’s Registration Statement filed on February 5, 2021 (File No. 333-17217)

63.

Incorporated by reference and/or previously filed with Registrant’s Registration Statement on Form N-14 filed on March 12, 2021 (File No. 333-254202)

64.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 152 to the Registrant’s Registration Statement filed on April 2, 2021 (File No. 333-17217)

65.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 154 to the Registrant’s Registration Statement on Form N-1A filed on April 29, 2021 (File No. 333-17217)

66.

Incorporated by reference and/or previously filed with Post-Effective Amendment No. 156 to the Registrant’s Registration Statement on Form N-1A filed on July 13, 2021 (File No. 333-17217)

 

Item 29.

Persons Controlled by or Under Common Control with the Trust

Equitable Financial Life Insurance Company (“Equitable”) controls the Trust by virtue of its ownership of a substantial majority of the Trust’s shares. All shareholders of the Trust are required to solicit instructions from their respective contract owners as to certain matters, if applicable. The Trust may in the future offer its shares to insurance companies affiliated and unaffiliated with Equitable, to the Equitable 401(k) Plan, to other tax-qualified retirement plans, to other series of the Trust and to series of EQ Premier VIP Trust, a separate registered investment company managed by EIM, and to other investors eligible under applicable tax regulations.

Equitable is a New York stock life insurance corporation and is a wholly owned subsidiary of Equitable Holdings, Inc. (“EQH”). EQH is a publicly-owned company. EIM is a wholly owned subsidiary of Equitable.

 

Item 30.

Indemnification

Registrant’s Second Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”)

Article VII, Section 2 of the Declaration of Trust of EQ Advisors Trust (“Trust”) states, in relevant part, that a “Trustee or officer of the Trust, when acting in such capacity, shall not be personally liable to any Person, other than to the Trust, a Series or a Shareholder to the extent expressly provided in this Article VII. No person who is or has been a Trustee or officer of the Trust shall be liable to the Trust, or a Series or a Shareholder for any action or failure to act or for any other reason except solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office of Trustee or officer as described herein, and shall not be liable for errors of judgment or mistakes of fact or law. A Trustee or officer of the Trust shall not be responsible or liable in any event for any neglect or wrongdoing of any person, including any other Trustee, officer, agent, employee, Manager, or Principal Underwriter of the Trust or any Series.” Article VII, Section 4 of the Trust’s Declaration of Trust states, in relevant part, that the “Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably

 

18


incurred or paid or expected to be paid by a Trustee, officer, employee, or agent of the Trust in connection with any claim, action, suit, or proceeding in which he or she may become involved by virtue of his or her capacity or former capacity as a Trustee of the Trust.” Article VII, Section 5 of the Trust’s Declaration of Trust further states:

(a) Subject to the exceptions and limitations contained in subsection (b) below:

(i) every person who is, or has been, a Trustee or an officer or employee of the Trust, or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified by the Trust and each Series to the maximum extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof.

(b) To the extent required under the 1940 Act, but only to such extent, no indemnification shall be provided hereunder to a Covered Person:

(i) who shall have been adjudicated by a court or body before which the proceeding was brought to be liable to the Trust, a Series or any Shareholder by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office as described herein; or

(ii) in the event of a settlement, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office as described herein: (A) by the court or other body approving the settlement; (B) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).

(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.

Registrant’s Amended and Restated Investment Advisory Agreement states:

Limitations on Liability. The Adviser will exercise its best judgment in rendering its services to the Trust, and the Trust agrees, as an inducement to the Adviser’s undertaking to do so, that the Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, but will be liable only for willful misconduct, bad faith, gross negligence, reckless disregard of its duties or its failure to exercise due care in rendering its services to the Trust as specified in this Agreement.

Registrant’s Investment Sub-Advisory Agreements generally state:

6.    LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or

 

19


suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Section 14 of the Registrant’s Distribution Agreements states:

The Trust shall indemnify and hold harmless [the Distributor] from any and all losses, claims, damages or liabilities (or actions in respect thereof) to which [the Distributor] may be subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or result from negligent, improper, fraudulent or unauthorized acts or omissions by the Trust or its officers, trustees, agents or representatives, other than acts or omissions caused directly or indirectly by [the Distributor].

[The Distributor] will indemnify and hold harmless the Trust, its officers, trustees, agents and representatives against any losses, claims, damages or liabilities, to which the Trust, its officers, trustees, agents and representatives may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in the Trust Prospectus and/or SAI or any supplements thereto; (ii) the omission or alleged omission to state any material fact required to be stated in the Trust Prospectus and/or SAI or any supplements thereto or necessary to make the statements therein not misleading; or (iii) other

 

20


misconduct or negligence of [the Distributor] in its capacity as a principal underwriter of the Trust’s Class [IA, IB and/or K] shares and will reimburse the Trust, its officers, Trustees, agents and representatives for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that [the Distributor] shall not be liable in any such instance to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Trust Prospectus and/or SAI or any supplement in good faith reliance upon and in conformity with written information furnished by the Preparing Parties specifically for use in the preparation of the Trust Prospectus and/or SAI.

Section 6 of the Registrant’s Mutual Funds Service Agreement states:

 

  (a)

Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on Administrator’s part (or on the part of any third party to whom Administrator has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party’s) duties or from reckless disregard by Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of Administrator) or under an agreement with Administrator (in the case of such third party) or, subject to Section 10 below, Administrator’s (or such third party) refusal or failure to comply with the terms of this Agreement (in the case of Administrator) or an agreement with Administrator (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Administrator) or under an agreement with Administrator (in the case of such third party). In no event shall Administrator (or such third party) be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

  (b)

Except to the extent that Administrator may be held liable pursuant to Section 6(a) above, Administrator shall not be responsible for, and the Trust shall indemnify and hold Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities including, but not limited to, those arising out of or attributable to:

 

  (i)

any and all actions of Administrator or its officers or agents required to be taken pursuant to this Agreement;

 

  (ii)

the reliance on or use by Administrator or its officers or agents of information, records, or documents which are received by Administrator or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust;

 

  (iii)

the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance;

 

  (iv)

the breach of any representation or warranty of the Trust hereunder;

 

  (v)

the reliance on or the carrying out by Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust;

 

  (vi)

any delays, inaccuracies, errors in or omissions from information or data provided to Administrator by data services, including data services providing information in connection with any third-party computer system licensed to Administrator, and by any corporate action services, pricing services or securities brokers and dealers;

 

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  (vii)

the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement;

 

  (viii)

any failure of the Trust’s Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust’s prospectus;

 

  (ix)

except as provided for in Schedule B.III., the actions taken by the Trust, its Adviser, its investment sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and

 

  (x)

all actions, inactions, omissions, or errors caused by third parties to whom Administrator or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Fund, investment sub-advisers, or Trust distributors.

The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Administrator pursuant to this Agreement.

 

  (c)

Until such time as Administrator becomes the investment adviser to the Trust, in connection with the indemnity provided to the Trust by the Administrator pursuant to Section 6(a) hereof, and solely in the event that Administrator fails to pay any indemnity properly due and owing to the Trust after the passage of a reasonable amount of time after the Trust’s written demand upon Administrator in accordance with Section 9 hereof, upon a written demand upon EIM pursuant to Section 9 hereof setting forth in detail the basis for an indemnity being required of EIM, EIM shall reimburse the Trust for any shortfall properly due and owing to the Trust by Administrator.

Section 12(a)(iv) of the Registrant’s Global Custody Agreement states:

(A) Customer shall indemnify and hold Bank and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees (“Losses”) that may be incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which Bank is authorized to rely pursuant to the terms of this Agreement. (B) In addition to and not in limitation of the preceding subparagraph, Customer shall also indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of Bank’s performance under this Agreement, provided the Indemnitees have not acted with negligence or engaged in willful misconduct. (C) In performing its obligations hereunder, Bank may rely on the genuineness of any document which it reasonably believes in good faith to have been validly executed.

Article VIII of the Registrant’s Participation Agreement states:

8.1(a). Equitable Financial Life Insurance Company (for the purposes of this Article, “Equitable”) agrees to indemnify and hold harmless the Trust, each member of the Board, the Distributors, and the directors and officers and each person, if any, who controls any such person within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Equitable), investigation of claims or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses,

 

22


claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust’s shares or the Equitable Contracts or interests in the Accounts and:

(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus, or Statement of Additional Information for the Equitable Contracts or contained in the Equitable Contracts or sales literature for the Equitable Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Equitable by or on behalf of the Trust for use in the registration statement, prospectus, or Statement of Additional Information for the Equitable Contracts or in the Equitable Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Equitable Contracts or Trust shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust not supplied by Equitable or persons under its control) or wrongful conduct of Equitable or persons under its control, with respect to the sale or distribution of the Equitable Contracts or Trust shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or Statement of Additional Information, or sales literature of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Trust by or on behalf of Equitable; or

(iv) arise as a result of any failure by Equitable to provide the services and furnish the materials required to be provided or furnished by it under the terms of this Agreement; or

(v) arise out of or result from any material breach of any representation and/or warranty made by Equitable in this Agreement or arise out of or result from any other material breach of this Agreement by Equitable;

as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof…

8.2(a). Each of the Distributors agrees to indemnify and hold harmless Equitable, and the Trust and each of their directors and officers and each person, if any, who controls Equitable within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust’s shares or the Equitable Contracts or interests in the Accounts and:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein

 

23


or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributors or Trust by or on behalf of Equitable for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Equitable Contracts or Trust shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or Statement of Additional Information, or sales literature for the Equitable Contracts not supplied by the Distributors or persons under their control) or wrongful conduct of the Distributors or persons under their control, with respect to the sale or distribution of the Equitable Contracts or Trust shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or Statement of Additional Information or sales literature covering the Equitable Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to Equitable by or on behalf of the Distributors or the Trust; or

(iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or other qualification requirements specified in Article VI of this Agreement); or

(v) arise out of or result from any material breach of any representation and/or warranty made by the Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors;

as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof…

8.3(a) The Trust agrees to indemnify and hold harmless Equitable and each of its directors and officers and each person, if any, who controls Equitable within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Trust and:

(i) arise as a result of any failure by the Trust to provide the services and furnish the materials required to be provided or furnished by it under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in … this Agreement); or

(ii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust;

as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof…

 

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Article VII of the Registrant’s Second Amended and Restated Retirement Plan Participation Agreement states:

7.1. Indemnification By the Plan. Except as provided to the contrary in Section 7.4 or 7.5 hereof, Equitable and the Plan shall jointly and severally indemnify and hold harmless the Trust, each member of the Board, the Distributor, the trustees, directors and officers thereof and each person, if any, who controls any such person within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Equitable and the Plan), investigation of claims or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to, arise out of or are based upon:

(i) the failure (intentional or otherwise) of the Plan at any time to be or to continue to be a Qualified Plan…;

(ii) the sale or acquisition of the Class K shares of the Designated Portfolios and (1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact made by Equitable or the Plan or any person under its control or the omission or the alleged omission to state a material fact required to be stated or necessary to make such statements not misleading, unless such statement or omission or alleged statement or omission was made in reliance upon and in conformity with information furnished by the Trust or the Distributor to Equitable or the Plan for use in connection with the sale or distribution of Class K shares of the Designated Portfolios; or (2) arise out of or as a result of warranties or representations (other than warranties or representations contained in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust not supplied by the Plan or persons under its control) or wrongful conduct of Equitable or the Plan or any of such, with respect to the sale or distribution of Class K shares of the Designated Portfolios; or (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if such a statement or omission was made in reliance upon information furnished to the Trust or the Distributor by Equitable or the Plan or persons under their control; or

(iii) arise as a result of any failure by the Plan to provide the services or furnish the materials required to be provided or furnished by it under the terms of this Agreement; or

(iv) arise out of or result from any material breach of any representation and/or warranty made by Equitable or the Plan in this Agreement or arise out of or result from any other material breach of this Agreement by Equitable or the Plan.

7.2. Indemnification by the Distributor. Except as provided to the contrary in Section 7.4 or 7.5 hereof, the Distributor shall indemnify and hold harmless the Plan, its trustees, the Trust, the Board and their officers and each person, if any, who controls the Plan within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to, arise out of or are based upon

 

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(i) the sale or acquisition of Class K shares of the Designated Portfolios by the Plan and (1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by the Distributor to the Trust for use in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust or otherwise for use in connection with the sale or acquisition of Class K shares of the Delegated Portfolios by the Plan; or (2) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, but only if such statement or omission was made in reliance upon information furnished to the Plan or the Trust by the Distributor; or

(ii) any failure by the Distributor to provide the services and furnish the materials required to be provided or furnished by the Distributor under the terms of this Agreement; or

(iii) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor.

7.3. Indemnification by the Trust. Except as provided to the contrary in Section 7.4 or 7.5 hereof, the Trust shall indemnify and hold harmless the Plan and each of its trustees and officers, the Distributor, the directors and officers thereof and each person, if any, who controls any such person within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to, arise out of or are based upon:

(i) any failure by the Trust to provide the services and furnish the materials required to be provided or furnished by it under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in … this Agreement); or

(ii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust….

UNDERTAKING

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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Item 31.

Business and Other Connections of the Adviser and Sub-Advisers

EIM is a registered investment adviser and serves as investment adviser for all portfolios of the Registrant. The descriptions of EIM and each of the sub-advisers, as applicable, under the caption “Management of the Trust—The Adviser” or “About the Investment Portfolios” in the Prospectuses and under the caption “Investment Management and Other Services” in the Statements of Additional Information constituting Parts A and B, respectively, of the Trust’s Registration Statement are incorporated herein by reference.

The information as to the directors and officers of EIM is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-72220) and is incorporated herein by reference.

EIM, with the approval of the Registrant’s Board of Trustees, selects advisers for certain portfolios of the Registrant. The following companies, all of which are registered investment advisers, serve as advisers for such portfolios.

The information as to the directors and officers of MFSIM is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-17352) and is incorporated herein by reference.

The information as to the directors and officers of MSIM is set forth in Morgan Stanley Dean Witter Investment Management Inc.’s Form ADV filed with the Securities and Exchange Commission (File No. 801-15757) and is incorporated herein by reference.

The information as to the directors and officers of J. P. Morgan is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-21011) and is incorporated herein by reference.

The information as to the directors and officers of AllianceBernstein is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56720) and is incorporated herein by reference.

The information as to the directors and officers of Capital International is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-60145) and is incorporated herein by reference.

The information as to the directors and officers of GAMCO is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-14132) and is incorporated herein by reference.

The information as to the directors and officers of GQG Partners is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-107734) and is incorporated herein by reference.

The information as to the directors and officers of Wellington is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-15908) and is incorporated herein by reference.

The information as to the directors and officers of PIMCO is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-48187) and is incorporated herein by reference.

 

27


The information as to the directors and officers of Lord Abbett is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-6997) and is incorporated herein by reference.

The information as to the directors and officers of BNY Mellon is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-8147) and is incorporated herein by reference.

The information as to the directors and officers of Franklin Mutual is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-53068) and is incorporated herein by reference.

The information as to the directors and officers of Franklin Advisers is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-26292) and is incorporated herein by reference.

The information as to the directors and officers of BlackRock Investment is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56972) and is incorporated herein by reference.

The information as to the directors and officers of T. Rowe Price is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-856) and is incorporated herein by reference.

The information as to the directors and officers of SSgA FM is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-60103) and is incorporated herein by reference.

The information as to the directors and officers of Invesco is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-33949) and is incorporated herein by reference.

The information as to the directors and officers of EARNEST is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56189) and is incorporated herein by reference.

The information as to the directors and officers of AXA IM is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-60374) and is incorporated herein by reference.

The information as to the directors and officers of AXA Rosenberg is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56080) and is incorporated herein by reference.

The information as to the directors and officers of Diamond Hill is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-32176) and is incorporated herein by reference.

The information as to the directors and officers of Allianz is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-69803) and is incorporated herein by reference.

The information as to the directors and officers of BlackRock Financial is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-48433) and is incorporated herein by reference.

The information as to the directors and officers of ClearBridge is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-64710) and is incorporated herein by reference.

 

28


The information as to the directors and officers of Horizon Kinetics is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-47515) and is incorporated herein by reference.

The information as to the directors and officers of 1832 Asset Management is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-61257) and is incorporated herein by reference.

The information as to the directors and officers of Westfield is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-69413) and is incorporated herein by reference.

The information as to the directors and officers of Post is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-57939) and is incorporated herein by reference.

The information as to the directors and officers of DoubleLine and DoubleLine Equity is set forth in their Form ADV filed with the Securities and Exchange Commission (File Nos. 801-70942 and 801-77611, respectively) and is incorporated herein by reference.

The information as to the directors and officers of Goldman is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-37591) and is incorporated herein by reference.

The information as to the directors and officers of Loomis is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-170) and is incorporated herein by reference.

The information as to the directors and officers of Federated is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-62500) and is incorporated herein by reference.

The information as to the directors and officers of Vaughan Nelson is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-51795) and is incorporated herein by reference.

The information as to the directors and officers of HS Management is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-68501) and is incorporated herein by reference.

The information as to the directors and officers of Polen is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-15180) and is incorporated herein by reference.

The information as to the directors and officers of Janus is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-13991) and is incorporated herein by reference.

The information f as to the directors and officers of Barrow Hanley is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-31237) and is incorporated herein by reference.

 

 

29


The information as to the directors and officers of American Century is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-08174) and is incorporated herein by reference.

The information as to the directors and officers of FIAM is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-63658) and is incorporated herein by reference.

The information as to the directors and officers of Lazard is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-61701) and is incorporated herein by reference.

The information as to the directors and officers of First Trust is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-39950) and is incorporated herein by reference.

The information as to the directors and officers of Harris Associates is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-50333) and is incorporated herein by reference.

The information as to the directors and officers of Aristotle is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-60014) and is incorporated herein by reference.

 

Item 32.

Principal Underwriter.

(a)    Equitable Distributors is the principal underwriter of the Trust’s shares. Equitable Distributors also serves as a principal underwriter for EQ Premier VIP Trust and Separate Account No. 49 of Equitable.

(b)    Set forth below is certain information regarding the directors and officers of Equitable Distributors, the principal underwriter of the Trust’s shares. The business address of each person listed below is 1290 Avenue of the Americas, New York, New York 10104.

 

Equitable Distributurs, LLC

Name

  

Positions and Offices with Equitable

Distributors, Inc.

  

Positions and Offices with the Trust

Directors      
Robin Raju    Director    None
Nicholas B. Lane    Director    None
Stephen Scanlon    Director    None
Officers      
Nicholas B. Lane    Chairman of the Board, President and Chief Executive Officer    None
Perry Golas    Vice President    None
Robin Raju    Executive Vice President    None
Patrick Ferris    Senior Vice President    None

 

30


Brett Ford    Senior Vice President    None
Peter D. Golden    Senior Vice President    None
Michael B. Healey    Senior Vice President    None
Prabha (“Mary”) Ng    Senior Vice President and Chief Information Security Officer    None
Stephen Scanlon    Executive Vice President    None
Mark Teitelbaum    Senior Vice President    None
David Veale    Senior Vice President    None
Alfred Ayensu-Ghartey    Vice President and General Counsel    None
Alfred D’Urso    Vice President and Chief Compliance Officer    None
Karen Farley    Vice President    None
Richard Frink    Vice President    None
Michael J. Gass    Vice President    None
Timothy Jaeger    Vice President    None
Laird Johnson    Vice President    None
Gina Jones    Vice President and Financial Crime Officer    None
Joshua Katz    Vice President    None
Jeremy Kachejian    Vice President    None
Kathie Gopie    Vice President and Principal Operations Officer    None

 

31


James S. O’Connor    Vice President    None
Candace Scappator    Vice President, Chief Financial Officer and Principal    None
Samuel Schwartz    Vice President    None
Jonathan Zales    Senior Vice President    None
Yun (“Julia”) Zhang    Senior Vice President and Treasurer    None
Elizabeth M. Hafez    Assistant Vice President    None
Gregory C. Lashinsky    Assistant Vice President and Financial Operations Principal    None
Enrico Mossa    Assistant Vice President    None
James C. Pazareskis    Assistant Vice President    None
Caitlin Schirripa    Assistant Vice President    None
Denise Tedeschi    Assistant Vice President and Assistant Secretary    None
Francesca Divone    Secretary    None
Christine Medy    Assistant Secretary    None
Michael Cole    Assistant Treasurer    None

(c)    Inapplicable.

 

Item 33.

Location of Accounts and Records

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the Rules promulgated thereunder, are maintained as follows:

 

(a)

With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of Registrant’s Custodian:

JPMorgan Chase Bank

270 Park Avenue

New York, New York 10007

 

32


(b)

With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11) and 31a-1(f), the required books and records are currently maintained at the offices of the Registrant’s Adviser, Administrator or Sub-Administrator:

 

Equitable Investment Management Group, LLC*

Equitable Investment Management, LLC

1290 Avenue of the Americas

New York, NY 10104

  

J.P. Morgan Chase Bank, N.A.

70 Fargo Street

Boston, MA 02210

 

(c)

With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant’s Adviser or Sub-Advisers:

 

Equitable Investment Management Group, LLC*

1290 Avenue of the Americas

New York, NY 10104

  

AllianceBernstein, L.P.

1345 Avenue of the Americas

New York, NY 10105

AXA Investment Managers, Inc.

One Fawcett Place

Greenwich, CT 06830

  

AXA Rosenberg Investment Management LLC

4 Orinda Way, Building E

Orinda, CA 94563

Allianz Global Investors US LLC

Four Embarcadero Center

San Francisco, CA 94111-4189

  

Barrow, Hanley, Mewhinney & Strauss, LLC

2200 Ross Avenue, 31st Flr.

Dallas, TX 75201-2761

American Century Investment Management, Inc.

4500 Main Street

Kansas City, MO 64111

  

BlackRock Financial Management, Inc.

40 East 52nd Street

New York, NY 10022

BlackRock Investment Management LLC

P.O. Box 9011

Princeton, NJ 08543-9011

  

ClearBridge Advisors LLC

620 Eighth Avenue

New York, NY 10018

Capital International, Inc.

11100 Santa Monica Boulevard

17th Floor

Los Angeles, CA 90025

  

BNY Mellon Investment Adviser, Inc.

200 Park Avenue

New York, NY 10166

Diamond Hill Capital Management, Inc.

325 John H. McConnell Blvd., Suite 200

Columbus, OH 43215

  

DoubleLine Capital LP

333 South Grand Avenue, 18th Flr.

Los Angeles, CA 90071

DoubleLine Equity LP

505 North Brand Blvd., Suite 860

Glendale, CA 91203

  

Federated Global Investment Corp.

101 Park Avenue, Suite 4100

New York, NY 10178-0002

 

33


EARNEST Partners, LLC

1180 Peachtree Street, NE

Atlanta, GA, 30309

  

FIAM LLC

900 Salem Street

Smithfield, RI 02917

First Trust Advisors, L.P.

120 East Liberty Drive

Wheaton, IL 60187

  

Franklin Mutual Advisers, LLC

101 John F. Kennedy Parkway

Short Hills, NJ 07078

GAMCO Asset Management Inc.

One Corporate Center

Rye, NY 10580

  

Franklin Advisers, Inc.

One Franklin Parkway

San Mateo, CA 94403-1906

Harris Associates LP

111 S. Wacker Drive, Suite 4600

Chicago, IL 60606

  

Goldman Sachs Asset Management, L.P.

200 West Street

New York, NY 10282

HS Management Partners, LLC

640 Fifth Avenue,

New York, NY 10019

  

Horizon Kinetics Asset Management, LLC

470 Park Avenue South

New York, NY 10016

Janus Capital Management LLC

151 Detroit Street, Denver, Colorado

80206-4805

  

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

Lazard Asset Management LLC

30 Rockefeller Plaza

New York, NY 10112

  

JPMorgan Investment Management Inc.

522 Fifth Avenue

New York, NY 10036

Lord Abbett & Co. LLC

90 Hudson Street

Jersey City, NJ 07302

  

Loomis, Sayles & Company, L.P.

One Financial Center

Boston, Massachusetts 02111

MFS Investment Management

111 Huntington Avenue

Boston, MA 02199

  

Morgan Stanley Investment Management Inc.

1221 Avenue of the Americas

New York, NY 10020

Post Advisory Group, LLC

11755 Wilshire Boulevard

Suite, 1400

Los Angeles, CA 90025

  

Pacific Investment Management Company, LLC

840 Newport Center Drive

Newport Beach, CA 92660

 

Polen Capital Management

1825 NW Corporate Boulevard, Suite 300,

Boca Raton, FL 33431

SSgA Funds Management

One Lincoln Street

Boston, MA 02111

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

 

34


Vaughan Nelson Investment Management, LP

600 Travis, Suite 6300

Houston, TX 77002-3071

 

GQG Partners, LLC

450 East Las Olas Boulevard

Suite 750

Fort Lauderdale, FL 33301

 

Aristotle Capital Management, LLC

11100 Santa Monica Blvd.

Suite 1700

Los Angeles, CA 90025

  

1832 Asset Management U.S. Inc.

1 Adelaide Street East

Toronto, Ontario

Canada M5C2V9

 

Wellington Management Company LLP

75 State Street

Boston, MA 02109

 

Westfield Capital Management Company

One Financial Center

Boston, MA 02111

 

* 

Equitable Investment Management Group, LLC may maintain certain books and records at the offices of its parent, Equitable Financial Life Insurance Company, at 525 Washington Blvd, Jersey City, NJ 07310 and 780 Johnson Ferry Road, Suite 600, Atlanta, GA 30342 and at offsite storage facilities, including: (1) EDM Americas, 109 Lakeside Avenue, Delano, PA 18220, W.W. Scranton Office Park, 100 Ernie Preate Dr., Moosic, PA 18507, 199 South St., West Pittston, PA 18643 and 151-15 East Market St., Wilkes-Barre, PA 18701; (2) Iron Mountain 6667 Deere Road, Syracuse, NY 13206-1724, 4500 Steelway Blvd., Liverpool, NY 13090-3514 and 220 Wavel St., Syracuse, NY 13206-1312.

 

Item 34.

Management Services

None.

 

Item 35.

Undertakings

Inapplicable.

 

 

35


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 157 to its Registration Statement on Form N-1A (“Post-Effective Amendment”) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York on the 24th day of September 2021.

 

EQ ADVISORS TRUST
By:  

/s/ Steven M. Joenk        

Name:   Steven M. Joenk
Title:   Trustee, President and Chief Executive Officer

Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Steven M. Joenk

Steven M. Joenk

   Trustee, President and Chief Executive Officer   

September 24, 2021

/s/ Christopher P. A. Komisarjevsky*

Christopher P.A. Komisarjevsky

   Trustee   

September 24, 2021

/s/ Gary S. Schpero*

Gary S. Schpero

   Trustee and Chairman of the Board   

September 24, 2021

/s/ Caroline L. Williams*

Caroline L. Williams

   Trustee   

September 24, 2021

/s/ Donald E. Foley*

Donald E. Foley

   Trustee   

September 24, 2021

/s/ H. Thomas McMeekin*

H. Thomas McMeekin

   Trustee   

September 24, 2021

/s/ Thomas W. Brock*

Thomas W. Brock

   Trustee   

September 24, 2021

/s/ Mark A. Barnard*

Mark A. Barnard

   Trustee   

September 24, 2021


/s/ Gloria D. Reeg*

Gloria D. Reeg

   Trustee   

September 24, 2021

/s/ Michael Clement*

Michael Clement

   Trustee   

September 24, 2021

/s/ Kathleen Stephansen*

Kathleen Stephansen

   Trustee   

September 24, 2021

/s/ Brian Walsh*

Brian Walsh

  

Treasurer and Chief Financial Officer

(Chief Accounting Officer)

  

September 24, 2021

 

* By:  

/s/ Steven M. Joenk

  Steven M. Joenk
  (Attorney-in-Fact)

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(1)(iv)

AMENDMENT NO. 4

TO THE

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 4 dated as of July 22, 2021 (“Amendment No. 4”), to the Amended and Restated Investment Advisory Agreement dated July 16, 2020 (“Agreement”) between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and Equitable Investment Management Group, LLC, a limited liability company organized in the State of Delaware (“EIM” or “Adviser”).

WHEREAS, the Trust and EIM desire to update Appendix A and Appendix B to the Agreement.

 

  1.

New Portfolio. Effective July 30, 2021 the EQ/Long-Term Bond Portfolio is hereby added to the Agreement on the terms and conditions contained in the Agreement.

 

  2.

Duration of Agreement for the New Portfolio.

 

  a.

With respect to the New Portfolio, the Agreement will continue in effect for two years after the applicable date specified in section 1 above and may be continued thereafter pursuant to subsection (b) below.

 

  b.

With respect to the New Portfolio, the Agreement shall continue in effect annually after the applicable date specified in section 1 above only so long as such continuance is specifically approved at least annually by a majority of the Trustees who are not a party to the Agreement or interested persons (as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (“Independent Trustees”), by a vote cast in person at a meeting called for the purpose of voting on such approval, and by either the Board of Trustees or a vote of a majority of the outstanding shares of the New Portfolios. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the New Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the 1940 Act) vote to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement, or (b) all the Portfolios of the Trust.

 

  3.

Removed Portfolios. Effective June 18, 2021, all references to the 1290 VT Energy Portfolio, EQ/Franklin Balanced Managed Volatility Portfolio and EQ/Global Bond PLUS Portfolio are hereby removed from the Agreement.

 

  4.

Appendix A. Appendix A to the Agreement, which sets forth the Portfolios of the Trust for which EIM is appointed investment adviser, is hereby replaced in its entirety by Appendix A attached hereto.

 

1


  5.

Appendix B. Appendix B to the Agreement, which sets forth the fees payable to EIM with respect to each Portfolio, is hereby replaced in its entirety by Appendix B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 4 as of the date first above set forth.

 

EQ ADVISORS TRUST      EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC
By:   /s/ Brian Walsh      By:   /s/ Kenneth Kozlowski
 

 

Brian Walsh

      

 

Kenneth Kozlowski

  Chief Financial Officer and Treasurer        Director, Executive Vice President and Chief Investment Officer

 

2


APPENDIX A

AMENDMENT NO. 4

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

Portfolios

 

1290 VT Convertible Securities Portfolio

1290 VT DoubleLine Dynamic Allocation Portfolio

1290 VT DoubleLine Opportunistic Bond Portfolio

1290 VT Equity Income Portfolio

1290 VT GAMCO Mergers & Acquisitions Portfolio

1290 VT GAMCO Small Company Value Portfolio

1290 VT High Yield Bond Portfolio

1290 VT Low Volatility Global Equity Portfolio

1290 VT Micro Cap Portfolio

1290 VT Moderate Growth Allocation Portfolio

1290 VT Multi-Alternative Strategies Portfolio

1290 VT Natural Resources Portfolio

1290 VT Real Estate Portfolio

1290 VT Small Cap Value Portfolio

1290 VT SmartBeta Equity Portfolio

1290 VT Socially Responsible Portfolio

ATM International Managed Volatility Portfolio

ATM Large Cap Managed Volatility Portfolio

ATM Mid Cap Managed Volatility Portfolio

ATM Small Cap Managed Volatility Portfolio

EQ/2000 Managed Volatility Portfolio

EQ/400 Managed Volatility Portfolio

EQ/500 Managed Volatility Portfolio

EQ/AB Dynamic Aggressive Growth Portfolio

EQ/AB Dynamic Growth Portfolio

EQ/AB Dynamic Moderate Growth Portfolio

EQ/AB Short Duration Government Bond Portfolio

EQ/AB Small Cap Growth Portfolio

EQ/Aggressive Growth Strategy Portfolio

EQ/All Asset Growth Allocation Portfolio

EQ/American Century Mid Cap Value Portfolio

EQ/American Century Moderate Growth Allocation Portfolio

EQ/AXA Investment Managers Moderate Allocation Portfolio

EQ/Balanced Strategy Portfolio

EQ/Capital Group Research Portfolio

EQ/ClearBridge Large Cap Growth Portfolio

EQ/ClearBridge Select Equity Managed Volatility Portfolio

EQ/Common Stock Index Portfolio

EQ/Conservative Growth Strategy Portfolio

EQ/Conservative Strategy Portfolio

EQ/Core Bond Index Portfolio

EQ/Emerging Markets Equity PLUS Portfolio

EQ/Equity 500 Index Portfolio

EQ/Fidelity Institutional AM®Large Cap Portfolio

EQ/First Trust Moderate Growth Allocation Portfolio

EQ/Franklin Growth Allocation Portfolio

EQ/Franklin Moderate Allocation Portfolio

EQ/Franklin Rising Dividends Portfolio

EQ/Franklin Small Cap Value Managed Volatility Portfolio

EQ/Franklin Strategic Income Portfolio

EQ/Global Equity Managed Volatility Portfolio

EQ/Goldman Sachs Growth Allocation Portfolio

EQ/Goldman Sachs Mid Cap Value Portfolio

EQ/Goldman Sachs Moderate Growth Allocation Portfolio

EQ/Growth Strategy Portfolio

EQ/Intermediate Government Bond Portfolio

EQ/International Core Managed Volatility Portfolio

EQ/International Equity Index Portfolio

EQ/International Managed Volatility Portfolio

EQ/International Value Managed Volatility Portfolio

EQ/Invesco Comstock Portfolio

EQ/Invesco Global Portfolio

EQ/Invesco Global Real Assets Portfolio

EQ/Invesco International Growth Portfolio

EQ/Invesco Moderate Allocation Portfolio

EQ/Invesco Moderate Growth Allocation Portfolio

EQ/Janus Enterprise Portfolio

EQ/JPMorgan Growth Allocation Portfolio

EQ/JPMorgan Value Opportunities Portfolio

 

 

3


EQ/Large Cap Core Managed Volatility Portfolio

EQ/Large Cap Growth Index Portfolio

EQ/Large Cap Growth Managed Volatility Portfolio

EQ/Large Cap Value Index Portfolio

EQ/Large Cap Value Managed Volatility Portfolio

EQ/Lazard Emerging Markets Equity Portfolio

EQ/Long-Term Bond Portfolio

EQ/Loomis Sayles Growth Portfolio

EQ/MFS International Growth Portfolio

EQ/MFS International Intrinsic Value Portfolio

EQ/MFS Mid Cap Focused Growth Portfolio

EQ/MFS Technology Portfolio

EQ/MFS Utilities Series Portfolio

EQ/Mid Cap Index Portfolio

EQ/Mid Cap Value Managed Volatility Portfolio

EQ/Moderate Growth Strategy Portfolio

EQ/Money Market Portfolio

EQ/Morgan Stanley Small Cap Growth Portfolio

EQ/PIMCO Global Real Return Portfolio

EQ/PIMCO Real Return Portfolio

EQ/PIMCO Total Return Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/Small Company Index Portfolio

EQ/T. Rowe Price Growth Stock Portfolio

EQ/T. Rowe Price Health Sciences Portfolio

EQ/Ultra Conservative Strategy Portfolio

EQ/Value Equity Portfolio

EQ/Wellington Energy Portfolio

Multimanager Aggressive Equity Portfolio

Multimanager Core Bond Portfolio

Multimanager Technology Portfolio

 

 

4


APPENDIX B

AMENDMENT NO. 4

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

The Trust shall pay the Adviser, at the end of each calendar month, compensation computed daily at an annual rate equal to the following:

 

(as a percentage of average daily net assets)

Index Portfolios

   First
$2 Billion
  Next
$4 Billion
  Thereafter

1290 VT Convertible Securities

   0.500%   0.450%   0.425%

1290 VT Natural Resources

   0.500%   0.450%   0.425%

1290 VT Real Estate

   0.500%   0.450%   0.425%

1290 VT Socially Responsible

   0.500%   0.450%   0.425%

EQ/Common Stock Index

   0.350%   0.300%   0.275%

EQ/Core Bond Index

   0.350%   0.300%   0.275%

EQ/Equity 500 Index

   0.250%   0.200%   0.175%

EQ/Intermediate Government Bond

   0.350%   0.300%   0.275%

EQ/International Equity Index

   0.400%   0.350%   0.325%

EQ/Large Cap Growth Index

   0.350%   0.300%   0.275%

EQ/Large Cap Value Index

   0.350%   0.300%   0.275%

EQ/Long-Term Bond

   0.350%   0.300%   0.275%

EQ/Mid Cap Index

   0.350%   0.300%   0.275%

EQ/Small Company Index

   0.250%   0.200%   0.175%

 

(as a percentage of average daily net assets)

ETF Portfolios

   First
$2 Billion
  Next
$4 Billion
  Thereafter

1290 VT Low Volatility Global Equity

   0.500%   0.450%   0.425%

1290 VT Multi-Alternative Strategies

   0.500%   0.450%   0.425%

 

(as a percentage of average daily net assets)

Money Market Portfolio

   First
$750 Million
  Next
$750 Million
  Next
$1 Billion
  Next
$2.5 Billion
  Thereafter

EQ/Money Market

       0.350 %       0.325 %       0.280 %       0.270 %       0.250 %

 

(as a percentage of average daily net assets)

Equity Portfolios

   First
$750 Million
  Next
$750 Million
  Next
$1 Billion
  Next
$2.5 Billion
  Thereafter

1290 VT Equity Income

   0.750%   0.700%   0.675%   0.650%   0.625%

1290 VT GAMCO Mergers & Acquisitions

   0.900%   0.850%   0.825%   0.800%   0.775%

1290 VT GAMCO Small Company Value

   0.750%   0.700%   0.675%   0.650%   0.625%

1290 VT SmartBeta Equity

   0.700%   0.650%   0.625%   0.600%   0.575%

EQ/American Century Mid Cap Value

   0.900%   0.850%   0.825%   0.800%   0.775%

EQ/Capital Group Research

   0.650%   0.600%   0.575%   0.550%   0.525%

EQ/ClearBridge Large Cap Growth

   0.650%   0.600%   0.575%   0.550%   0.525%


(as a percentage of average daily net assets)

Equity Portfolios

   First
$750 Million
  Next
$750 Million
  Next
$1 Billion
  Next
$2.5 Billion
  Thereafter

EQ/Fidelity Institutional AM® Large Cap

   0.540%   0.500%   0.475%   0.450%   0.425%

EQ/Franklin Rising Dividends

   0.600%   0.550%   0.510%   0.490%   0.475%

EQ/Goldman Sachs Mid Cap Value

   0.770%   0.750%   0.725%   0.680%   0.670%

EQ/Invesco Comstock

   0.650%   0.600%   0.575%   0.550%   0.525%

EQ/Invesco Global Real Assets

   0.735%   0.700%   0.675%   0.650%   0.625%

EQ/Invesco International Growth

   0.710%   0.700%   0.675%   0.650%   0.625%

EQ/Janus Enterprise

   0.700%   0.650%   0.625%   0.600%   0.575%

EQ/JPMorgan Value Opportunities

   0.600%   0.550%   0.525%   0.500%   0.475%

EQ/Invesco Global

   0.850%   0.800%   0.775%   0.750%   0.725%

EQ/Lazard Emerging Markets Equity

   1.000%   0.950%   0.925%   0.900%   0.875%

EQ/Loomis Sayles Growth Portfolio

   0.750%   0.700%   0.675%   0.650%   0.625%

EQ/MFS International Growth

   0.850%   0.800%   0.775%   0.750%   0.725%

EQ/MFS International Intrinsic Value

   0.860%   0.820%   0.700%   0.700%   0.700%

EQ/MFS Mid Cap Focused Growth

   0.850%   0.800%   0.775%   0.750%   0.725%

EQ/MFS Technology

   0.750%   0.700%   0.675%   0.650%   0.625%

EQ/MFS Utilities Series

   0.730%   0.700%   0.670%   0.650%   0.625%

EQ/T. Rowe Price Growth Stock

   0.750%   0.700%   0.675%   0.650%   0.625%

EQ/T. Rowe Price Health Sciences

   0.950%   0.900%   0.875%   0.850%   0.825%

EQ/Value Equity

   0.560%   0.540%   0.520%   0.500%   0.475%

EQ/Wellington Energy

   0.850%   0.800%   0.775%   0.750%   0.725%

 

(as a percentage of average daily net assets)

Allocation Portfolios

   First
$750 Million
  Next
$750 Million
  Next
$1 Billion
  Next
$2.5 Billion
  Thereafter

1290 VT DoubleLine Dynamic Allocation

   0.750%   0.700%   0.675%   0.650%   0.625%

1290 VT Moderate Growth Allocation

   0.700%   0.650%   0.625%   0.600%   0.575%

EQ/AB Dynamic Aggressive Growth

   0.750%   0.700%   0.675%   0.650%   0.625%

EQ/AB Dynamic Growth

   0.750%   0.700%   0.675%   0.650%   0.625%

EQ/AB Dynamic Moderate Growth

   0.750%   0.700%   0.675%   0.650%   0.625%

EQ/American Century Moderate Growth Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/AXA Investment Managers Moderate Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/First Trust Moderate Growth Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/Franklin Growth Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/Franklin Moderate Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/Goldman Sachs Growth Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/Goldman Sachs Moderate Growth Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/Invesco Moderate Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/Invesco Moderate Growth Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/JPMorgan Growth Allocation

   0.800%   0.750%   0.725%   0.700%   0.675%


(as a percentage of average daily net assets)

Pactive Equity Portfolios

   First
$750 Million
  Next
$750 Million
  Next
$1 Billion
  Next
$2.5 Billion
  Thereafter

1290 VT Micro Cap

   0.850%   0.800%   0.775%   0.750%   0.725%

1290 VT Small Cap Value

   0.800%   0.750%   0.725%   0.700%   0.675%

EQ/AB Small Cap Growth

   0.550%   0.500%   0.475%   0.450%   0.425%

EQ/Emerging Markets Equity PLUS

   0.700%   0.650%   0.625%   0.600%   0.575%

EQ/Morgan Stanley Small Cap Growth

   0.800%   0.750%   0.725%   0.700%   0.675%

Multimanager Aggressive Equity

   0.580%   0.550%   0.525%   0.500%   0.475%

Multimanager Technology

   0.950%   0.900%   0.875%   0.850%   0.825%

 

(as a percentage of average daily net assets)

Pactive Volatility Managed Equity Portfolios

   First
$750 Million
  Next
$750 Million
  Next
$1 Billion
  Next
$2.5 Billion
  Thereafter

EQ/ClearBridge Select Equity Managed Volatility

   0.700%   0.665%   0.635%   0.610%   0.560%

EQ/Franklin Small Cap Value Managed Volatility

   0.700%   0.665%   0.635%   0.610%   0.560%

EQ/Global Equity Managed Volatility

   0.740%   0.720%   0.690%   0.665%   0.615%

EQ/International Core Managed Volatility

   0.600%   0.575%   0.550%   0.525%   0.475%

EQ/International Value Managed Volatility

   0.600%   0.575%   0.550%   0.525%   0.475%

EQ/Large Cap Core Managed Volatility

   0.500%   0.475%   0.450%   0.425%   0.375%

EQ/Large Cap Growth Managed Volatility

   0.500%   0.475%   0.450%   0.425%   0.375%

EQ/Large Cap Value Managed Volatility

   0.500%   0.475%   0.450%   0.425%   0.375%

EQ/Mid Cap Value Managed Volatility

   0.550%   0.525%   0.500%   0.475%   0.425%

 

(as a percentage of average daily net assets)

Pactive Fixed Income Portfolios

   First
$750 Million
  Next
$750 Million
  Next
$1 Billion
  Next
$2.5 Billion
  Thereafter

1290 VT High Yield

   0.600%   0.580%   0.560%   0.540%   0.530%

EQ/Quality Bond PLUS

   0.400%   0.380%   0.360%   0.340%   0.330%

Multimanager Core Bond

   0.550%   0.530%   0.510%   0.490%   0.480%

 

(as a percentage of average daily net assets)

Fixed Income Portfolios

  First
$750 Million
  Next
$750 Million
  Next
$1 Billion
  Next
$2.5 Billion
   Thereafter

1290 VT DoubleLine Opportunistic Bond

  0.600%   0.575%   0.550%   0.530%    0.520%

EQ/AB Short Duration Government Bond

  0.450%   0.430%   0.410%   0.390%    0.380%

EQ/Franklin Strategic Income

  0.590%   0.490%   0.440%   0.430%    0.370%

EQ/PIMCO Global Real Return

  0.600%   0.575%   0.550%   0.530%    0.520%

EQ/PIMCO Real Return

  0.500%   0.475%   0.450%   0.430%    0.420%

EQ/PIMCO Total Return

  0.500%   0.475%   0.450%   0.430%    0.420%

EQ/PIMCO Ultra Short Bond

  0.500%   0.475%   0.450%   0.430%    0.420%


(as a percentage of average daily net assets)

 
     First
$2 Billion
    Next
$2 Billion
    Next
$2 Billion
    Next
$3 Billion
    Thereafter  

ATM Portfolios

                              

ATM International Managed Volatility

     0.450     0.425     0.400     0.375     0.350

ATM Large Cap Managed Volatility

     0.450     0.425     0.400     0.375     0.350

ATM Mid Cap Managed Volatility

     0.450     0.425     0.400     0.375     0.350

ATM Small Cap Managed Volatility

     0.450     0.425     0.400     0.375     0.350

EQ/2000 Managed Volatility

     0.450     0.425     0.400     0.375     0.350

EQ/400 Managed Volatility

     0.450     0.425     0.400     0.375     0.350

EQ/500 Managed Volatility

     0.450     0.425     0.400     0.375     0.350

EQ/International Managed Volatility

     0.450     0.425     0.400     0.375     0.350

 

(as a percentage of average daily net assets)

 

Strategic Allocation Portfolios

   First
$2 Billion
    Next
$2Billion
    Next
$2 Billion
    Next
$3 Billion
    Thereafter  

EQ/Aggressive Growth Strategy

     0.1000     0.0925     0.0900     0.0875     0.0850

EQ/Balanced Strategy

     0.1000     0.0925     0.0900     0.0875     0.0850

EQ/Conservative Growth Strategy

     0.1000     0.0925     0.0900     0.0875     0.0850

EQ/Conservative Strategy

     0.1000     0.0925     0.0900     0.0875     0.0850

EQ/Growth Strategy

     0.1000     0.0925     0.0900     0.0875     0.0850

EQ/Moderate Growth Strategy

     0.1000     0.0925     0.0900     0.0875     0.0850

EQ/Ultra Conservative Strategy

     0.1000     0.0925     0.0900     0.0875     0.0850

(as a percentage of average daily net assets)

 

EQ/All Asset Growth Allocation

     0.100        

AMENDMENT NO. 2 TO THE INVESTMENT SUB-ADVISORY AGREEMENT

Exhibit (d)(6)(iii)

EQ ADVISORS TRUST

AMENDMENT NO. 2 TO THE

INVESTMENT SUB-ADVISORY AGREEMENT

AMENDMENT NO. 2 to the Investment Sub-Advisory Agreement effective as of July 30, 2021 (“Amendment No. 2”) between Equitable Investment Management Group, LLC, a Delaware limited liability company (“EIM” or “Adviser”) and AllianceBernstein L.P., a Delaware limited partnership (“AllianceBernstein” or “Sub-Adviser”).

EIM and AllianceBernstein L.P. agree to modify the Agreement as follows:

 

  1.

New Portfolio. EIM hereby appoints AllianceBernstein as a Sub-Adviser to the EQ/Long-Term Bond Portfolio.

 

  2.

Duration of Agreement.

 

  a.

With respect to the New Portfolio, the Agreement will continue in effect for a period of two years from the date first set forth above and may be continued thereafter pursuant to subsection (b) below.

 

  b.

With respect to the New Portfolio, the Agreement shall continue in effect annually after the date specified in subsection (a), only so long as such continuance is specifically approved at least annually by a majority of the Trustees who are not a party to the Agreement or interested persons as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (“Independent Trustees”), and by either the Board of Trustees or a vote of a majority of the outstanding shares of the Portfolio. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to a Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the 1940 Act) vote to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement, or (b) all the Portfolios of the Trust.

 

  3.

Appendix A. Appendix A to the Agreement setting forth the Portfolios of the Trust for which AllianceBernstein is appointed as the Sub-Adviser and the fee payable to the Sub-Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto.

 

  4.

Appendix B. Appendix B to the Agreement is hereby replaced in its entirety by Appendix B attached hereto.

 

  5.

Ratification. Except as modified and amended hereby, the Agreement is ratified and confirmed in full force and effect in accordance with its terms.


IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 2 as of the date first set forth above.

 

EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC    

ALLIANCEBERNSTEIN L.P.

By:  

/s/ Kenneth Kozlowski

    By:  

/s/ Matthew S. White

  Kenneth Kozlowski       Name: Matthew S. White
 

Director, Executive Vice President and

Chief Investment Officer

      Title: Assistant Secretary


APPENDIX A

AMENDMENT NO. 2

TO

INVESTMENT SUB-ADVISORY AGREEMENT

The Adviser shall pay the Sub-Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Portfolio(s)

  

Annual Sub-Advisory Fee Rate

Special Equity Portfolios†, which shall include the following Portfolios or Allocated Portions of a Portfolio (collectively referred to as “Special Equity Portfolios”):

 

EQ/AB Small Cap Growth Portfolio*

(Active Allocated Portion only)

   0.60% of the Special Equity Portfolios’ average daily net assets up to and including $1 billion; 0.55% of the Special Equity Portfolios’ average daily net assets over $1 billion up to and including $1.5 billion; 0.50% of the Special Equity Portfolios’ average daily net assets over $1.5 billion up to and including $2 billion; 0.45% of the Special Equity Portfolios’ average daily net assets over $2 billion up to and including $2.5 billion; and 0.40% of the Special Equity Portfolios’ average daily net assets over $2.5 billion**

General Equity Portfolios, which shall include the following Portfolios or Allocated Portions of a Portfolio (collectively referred to as “General Equity Portfolios”):

 

EQ/Large Cap Value Managed Volatility Portfolio*

(Active Allocated Portion only)

   0.49% of the General Equity Portfolios’ average daily net assets up to and including $100 million; 0.30% of the General Equity Portfolios’ average daily net assets over $100 million up to and including $200 million; 0.25% of the General Equity Portfolios’ average daily net assets over $200 million**

Tactical Manager Portfolios, which shall include the Index Allocated Portions of the following Portfolios (collectively referred to as “Tactical Manager Portfolios”):

 

EQ/Large Cap Value Managed Volatility Portfolio*

   0.045% of the Tactical Manager Portfolios’ average daily net assets up to and including $10 billion; 0.03% of the Tactical Manager Portfolios’ average daily net assets over $10 billion up to and including $20 billion; 0.02% of the Tactical Manager Portfolios’ average daily net assets over $20 billion**
Dynamic Portfolios, which shall consist of the EQ/AB Dynamic Moderate Growth Portfolio, EQ/AB Dynamic Growth Portfolio, and EQ/AB Dynamic Aggressive Growth Portfolio (collectively referred to as “Dynamic Portfolios”)    0.35% of the Dynamic Portfolios’ average daily net assets up to and including $400 million; 0.30% of the Dynamic Portfolios’ average daily net assets over $400 million up to and including $2.5 billion; and 0.28% of the Dynamic Portfolios’ average daily net assets over $2.5 billion**


EQ/Common Stock Index Portfolio

EQ/Equity 500 Index Portfolio

EQ/Large Cap Growth Index Portfolio

EQ/Small Company Index Portfolio

  

0.03% of the Portfolio’s average daily net assets

up to and including $3 billion;

 

0.02% of the Portfolio’s average daily net assets over $3 billion and up to and including $5 billion; and

 

0.015% of the Portfolio’s average daily net assets over $5 billion****

EQ/Quality Bond PLUS Portfolio*

(Active Allocated Portion Only)

   0.29% of the Active Allocated Portion’s average daily net assets up to and including $100 million; and 0.20% of the Active Allocated Portion’s average daily net assets over $100 million.***
EQ/International Equity Index Portfolio†    0.02% of the Portfolio’s average daily net assets****

ATM International Managed Volatility Portfolio*

ATM Large Cap Managed Volatility Portfolio*

ATM Mid Cap Managed Volatility Portfolio*

ATM Small Cap Managed Volatility Portfolio*

EQ/2000 Managed Volatility Portfolio*

EQ/400 Managed Volatility Portfolio*

EQ/500 Managed Volatility Portfolio*

EQ/International Managed Volatility Portfolio*

   0.02% of the Sub-Adviser Allocated Portion of each Portfolio***
1290 VT Natural Resources Portfolio    0.02% of the Index Allocated Portion’s average daily net assets***
1290 VT Real Estate Portfolio    0.02% of the Index Allocated Portion’s average daily net assets***

EQ/AB Small Cap Growth Portfolio*

(Index Allocated Portion only)

EQ/Quality Bond PLUS Portfolio*

(Index Allocated Portion only)

Multimanager Aggressive Equity Portfolio*

(Index Allocated Portion only)

   0.02% of the Index Allocated Portion’s average daily net assets***
EQ/Emerging Markets Equity PLUS Portfolio*    0.12% of the Index Allocated Portion’s average daily net assets up to and including $100 million; and 0.10% of the Index Allocated Portion’s average daily net assets over $100 million***
EQ/AB Short Duration Government Bond Portfolio    0.065% of the Portfolio’s average daily net assets up to and including $5 billion; 0.050% of the Portfolio’s average daily net assets over $5 billion up to and including $10 billion; and 0.040% of the Portfolio’s average daily net assets over $10 billion****
EQ/Long-Term Bond Portfolio   

0.0150% of the Portfolio’s average daily net assets up to and including $4 billion;

 

0.0125% of the Portfolio’s average daily net assets in excess of $4 billion up****


EQ/Large Cap Value Index Portfolio    0.02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million****
EQ/Mid Cap Index Portfolio    0.02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million****
Multimanager Technology Portfolio*    0.04% of the Sub-Adviser Allocated Portion’s average daily net assets up to and including $100 million; 0.03% of the Sub-Adviser Allocated Portion’s average daily net assets in excess of $100 million up to and including $600 million; 0.0275% of the Sub-Adviser Allocated Portion’s average daily net assets in excess of $600 million***

 

*

Fee to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Sub-Adviser.

**

The daily sub-advisory fee for the related portfolios is calculated by multiplying the aggregate net assets of the related portfolios at the close of the immediately preceding business day by the Annual Sub-Advisory Fee Rate calculated as set forth above and then dividing the result by the number of days in the year. The daily sub-advisory fee applicable to each Portfolio/Allocated Portion is the portion of the daily sub-advisory fee for the related portfolios that is equal to the Portfolio’s/Allocated Portion’s net assets relative to the aggregate net assets of the related portfolios, including the Portfolio/Allocated Portion, used in the fee calculation for that day.

Assets of EQ/International Equity Index Portfolio will be aggregated with the Special Equity Portfolios for calculating the advisory fee applicable for the Special Equity Portfolios.

***

The daily sub-advisory fee for the Allocated Portion is calculated by multiplying the aggregate net assets of the Allocated Portion at the close of the immediately preceding business day by the Annual Sub-Advisory Fee Rate calculated as set forth above and then dividing the result by the number of days in the year.

****

The daily sub-advisory fee for the Portfolio is calculated by multiplying the aggregate net assets of the Portfolio at the close of the immediately preceding business day by the Annual Sub-Advisory Fee Rate calculated as set forth above and then dividing the result by the number of days in the year.


APPENDIX B

AMENDMENT NO. 2

TO

INVESTMENT SUB-ADVISORY AGREEMENT

The Sub-Adviser is relying on the relief in CFTC Regulation 4.7(c) with respect to the following Portfolio(s) (each, a “4.7 Portfolio”):

 

EQ/AB Small Cap Growth Portfolio (Active Allocated Portion only)

EQ/Large Cap Value Managed Volatility Portfolio (Active Allocated Portion only)

EQ/Large Cap Value Managed Volatility Portfolio

EQ/AB Dynamic Moderate Growth Portfolio

EQ/AB Dynamic Growth Portfolio

EQ/AB Dynamic Aggressive Growth Portfolio

EQ/Equity 500 Index Portfolio

EQ/Common Stock Index Portfolio
EQ/Large Cap Growth Index Portfolio
EQ/Quality Bond PLUS Portfolio (Active Allocated Portion Only)
EQ/International Equity Index Portfolio†

ATM International Managed Volatility Portfolio

ATM Large Cap Managed Volatility Portfolio

ATM Mid Cap Managed Volatility Portfolio

ATM Small Cap Managed Volatility Portfolio

EQ/2000 Managed Volatility Portfolio

EQ/400 Managed Volatility Portfolio

EQ/500 Managed Volatility Portfolio

EQ/International Managed Volatility Portfolio

1290 VT Natural Resources Portfolio

1290 VT Real Estate Portfolio

EQ/AB Small Cap Growth Portfolio (Index Allocated Portion only)

EQ/Quality Bond PLUS Portfolio (Index Allocated Portion only)

Multimanager Aggressive Equity Portfolio (Index Allocated Portion only)

EQ/Emerging Markets Equity PLUS Portfolio

EQ/Small Company Index Portfolio

EQ/AB Short Duration Government Bond Portfolio

EQ/Large Cap Value Index Portfolio

EQ/Mid Cap Index Portfolio

Multimanager Technology Portfolio

EQ/Long-Term Bond Portfolio

AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT

Exhibit (d)(14)(ii)

EQ ADVISORS TRUST

AMENDMENT NO. 1 TO THE

INVESTMENT SUB-ADVISORY AGREEMENT

AMENDMENT NO. 1 effective as of June 18, 2021 (“Amendment No. 1) to the Investment Sub-Advisory Agreement dated July 16, 2020 between Equitable Investment Management Group, LLC, a Delaware limited liability company (“EIM” or “Adviser”) and Franklin Mutual Advisers, LLC a Delaware limited liability company (“Franklin Mutual” or “Sub-Adviser”), (the “Agreement”).

EIM and Franklin Mutual agree to modify the Agreement as follows:

 

  1.

Removed Portfolio. Effective June 18, 2021 all references to the EQ/Franklin Balanced Managed Volatility Portfolio are hereby removed from the Agreement.

 

  2.

Appendix A. Appendix A to the Agreement setting forth the Portfolios of the Trust for which the Sub-Adviser is appointed as the investment adviser and the fee payable to the Sub-Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto.

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 1 effective as of the date first set forth above.

 

EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC     FRANKLIN MUTUAL ADVISERS, LLC
By:  

/s/ Kenneth Kozlowski

    By:  

/s/ Christian Correa

  Kenneth Kozlowski       Name: Christian Correa
 

Director, Executive Vice President and

Chief Investment Officer

      Title: President, Franklin Mutual Advisers, LLC


APPENDIX A

AMENDMENT NO. 1

TO

INVESTMENT SUB-ADVISORY AGREEMENT

The Adviser shall pay the Sub-Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Portfolio

  

Annual Advisory Fee Rate**

EQ/Franklin Small Cap Value Managed Volatility Portfolio*

  

0.60% of the Sub-Adviser Allocation Portion’s average daily net assets up to and including $200 million;

 

0.52% of the Sub-Adviser Allocation Portion’s average daily net assets in excess of $200 million and up to and including $500 million;

 

0.50% of the Sub-Adviser Allocation Portion’s average daily net assets in excess of $500 million.

 

*

Fee to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Sub-Adviser, which may be referred to as the “Sub-Adviser Allocation Portion.”

**

For purposes of determining the annual sub-advisory fee rate pursuant to this Appendix A, the assets of the EQ/Franklin Small Cap Value Managed Volatility Portfolio shall be aggregated with the assets of the EQ/Franklin Strategic Income Portfolio and EQ/Franklin Rising Dividends Portfolio (portions allocated to affiliates of the Sub-Adviser) (collectively, the “Related Portfolios”). The aggregated assets will be applied in the above schedule and the resulting effective rate shall be applied to the actual assets of the EQ/Franklin Small Cap Value Managed Volatility Portfolio to determine the annual sub-advisory fee rate. The daily sub-advisory fee for the Sub-Adviser Allocation Portion is calculated by multiplying the aggregate net assets of the allocated portion of the Related Portfolios at the close of the immediately preceding business day by the Annual Sub-Advisory Fee Rate calculated as set forth above and then dividing the result by the number of days in the year.


AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT dtd 8/7/21

Exhibit (d)(16)(i)

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT

INVESTMENT SUB-ADVISORY AGREEMENT, dated as of August 7th, 2021, by and between Equitable Investment Management Group, LLC, a limited liability company organized in the State of Delaware (“Adviser”), and Franklin Advisers, Inc., a limited liability company organized in the State of California (“Sub-Adviser”).

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, the Adviser has entered into an investment advisory agreement (“Advisory Agreement”) with EQ Advisors Trust (“Trust”), an investment company registered under the Investment Company Act of 1940, as amended (“Investment Company Act”);

WHEREAS, the Adviser is responsible for, among other things, providing a continuous investment program for the portfolios of the Trust, monitoring the implementation of each portfolio’s investment program, assessing each portfolio’s investment objectives and policies, composition, investment style and investment process, effecting transactions for each portfolio and selecting brokers or dealers to execute such transactions for each portfolio, developing and evaluating strategic initiatives with respect to the portfolios, making recommendations to the Board regarding the investment programs of the portfolios, including any changes to portfolio investment objectives and policies, coordinating and/or implement strategic initiatives approved by the Trust’s Board of Trustees (“Trust Board”), and preparing and providing reports to the Trust Board on the impact of such strategic initiatives on the portfolios;

WHEREAS, the Trust’s shareholders are and will be primarily separate accounts maintained by insurance companies for variable life insurance policies and variable annuity contracts (“Policies”) under which income, gains and losses, whether or not realized, from assets allocated to such accounts are, in accordance with the Policies, credited to or charged against such accounts without regard to other income, gains or losses of such insurance companies; as well as other shareholders as permitted under Section 817(h) of the Internal Revenue Code of 1986 and the rules and regulations thereunder with respect to the qualification of variable annuity contracts and variable life insurance policies as insurance contracts under the Code;

WHEREAS, the Sub-Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Adviser has the authority under the Advisory Agreement to select and contract with one or more sub-advisers to sub-advise the portfolios of the Trust and the Adviser desires to retain the Sub-Adviser to render investment sub-advisory and certain other services to the portfolio(s) (or an allocated portion thereof) of the Trust specified in Appendix A hereto, as amended from time to time (“Portfolio(s)”), in the manner and on the terms hereinafter set forth;

WHEREAS, the Trust Board has approved the selection of the Sub-Adviser as a sub-adviser to the Portfolio(s);

WHEREAS, the Sub-Adviser is willing to furnish such services to the Portfolio(s);

WHEREAS, in connection with the delegation of responsibilities to a sub-adviser, the Adviser remains responsible for, among other things: (1) overseeing the performance of delegated functions by each sub-adviser; (2) assessing each portfolio’s investment focus and furnishing the Trust Board with periodic reports concerning the performance of delegated responsibilities by the sub-adviser; (3) allocating and reallocating the assets of a portfolio, or a portion thereof, managed by one or more sub-advisers for such portfolio and coordinating the activities of all sub-advisers; (4) monitoring the sub-adviser’s implementation of the investment program established by the Adviser with respect to each portfolio (or portions thereof) under the management of such sub-adviser; (5) causing the appropriate sub-adviser(s) to furnish to the Trust Board such information and reports as the Trust Board may reasonably request; and (6) compensating the sub-adviser in the manner specified by the sub-advisory agreement; and


NOW, THEREFORE, the Adviser and the Sub-Adviser agree as follows:

 

1.

APPOINTMENT OF SUB-ADVISER

The Adviser hereby appoints the Sub-Adviser to act as sub-adviser to the Portfolio(s), subject to the supervision and oversight of the Adviser and the Trust Board, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust, except as expressly authorized in this Agreement or another writing by the Adviser or the Trust and the Sub-Adviser.

 

2.

ACCEPTANCE OF APPOINTMENT

The Sub-Adviser accepts its appointment as sub-adviser to the Portfolio(s) and agrees to render the services herein set forth, for the compensation herein provided.

The assets of the Portfolio(s) will be maintained in the custody of a custodian (who shall be identified by the Adviser in writing). The Sub-Adviser will not have custody of any cash, securities or other assets of the Portfolio(s) and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of the Sub-Adviser.

 

3.

SERVICES TO BE RENDERED BY SUB-ADVISER

A. As a sub-adviser to the Portfolio(s), the Sub-Adviser will invest and reinvest the assets of the Portfolio(s) and determine the composition of the assets of the Portfolio(s), subject always to the supervision and control of the Adviser and the Trust Board.

B. As part of the services it will provide hereunder, the Sub-Adviser will:

(i) obtain and evaluate, to the extent deemed necessary or advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Portfolio(s) or are under consideration for inclusion in the Portfolio(s);

(ii) formulate and implement a continuous investment program for each of the Portfolio(s);

(iii) take whatever reasonable steps are necessary to implement the investment program(s) for the Portfolio(s) by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program(s) of the Portfolio(s);

(iv) keep the Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets of the Portfolio(s), the Sub-Adviser and its key investment personnel and operations; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Trust Board; and attend meetings with the Adviser and/or the Trust Board, as reasonably requested, to discuss the foregoing;

(v) in accordance with procedures and methods established by the Trust Board, which may be amended from time to time, to the extent not prohibited by applicable law or confidentiality obligation, provide, upon request, reasonable assistance in determining the fair value of, and/or use reasonable efforts to arrange for the provision of valuation information or fair value prices from parties independent of the Sub-Adviser for, each security or other asset of the Portfolio(s) for which market quotations are not readily available. The Adviser agrees that the Sub-Adviser is not a pricing agent for the Trust;

 

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(vi) provide, upon request, any and all reasonable material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages that have investment objectives, policies and strategies substantially similar to those employed by the Sub-Adviser in managing the Portfolio(s) or that may be reasonably necessary, under applicable laws, to allow the Trust or its agent to present information concerning the Sub-Adviser’s prior performance in the Prospectus (as hereinafter defined) or in any permissible reports and materials prepared by the Adviser, the Trust or their agents; and

(vii) cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents, and all other agents and representatives of the Trust and the Adviser; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser; and provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time (“Governing Documents”); (ii) the currently effective Prospectus and Statement of Additional Information of the Trust, filed with the U.S. Securities and Exchange Commission (“SEC”) as part of the Trust’s registration statement on Form N-1A and delivered to the Sub-Adviser, as amended and/or supplemented (“Prospectus”); (iii) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (iv) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Trust Board; and (v) the written instructions of the Adviser. Prior to the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Governing Documents, Prospectus, Compliance Manual, and other relevant policies and procedures adopted by the Trust Board. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. The Adviser agrees that the Sub-Adviser shall be afforded a reasonable amount of time to implement any change in applicable law, rule or regulation (but in no event, except after obtaining a proper exemptive order or other relief or the Adviser’s consent, beyond the mandatory compliance date for any such change), any change in the Governing Documents, Prospectus, Compliance Manual, or other relevant policies and procedures adopted by the Trust Board. The Adviser agrees that the Sub-Adviser is not a compliance agent for the Trust or the Adviser, may not have access to all of the books and records of the Portfolio(s) necessary to perform compliance testing, and will not be obligated to request any books and records of the Portfolio(s) not in the Sub-Adviser’s possession for purposes of compliance testing.

D. In furnishing services hereunder, to the extent prohibited under, or necessary to comply with, the Investment Company Act, the Sub-Adviser will not consult with any other sub-adviser to (i) the Portfolio(s), (ii) any other portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio(s) in securities or other assets. (For the avoidance of doubt, the foregoing restriction shall not be deemed to prohibit the Sub-Adviser from consulting with (i) any of its affiliated persons concerning transactions in securities or other assets or (ii) any of the other covered sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act.)

E. The Sub-Adviser, at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses and fees of any personnel, required for it to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. The Sub-Adviser will not be responsible for the expenses of the Portfolio(s), the Trust or the Adviser, including, but not limited to: expenses incurred in the distribution of shares of the Portfolio(s); fees and expenses related to any required filings, or any amendment or supplement thereto, under the Securities Act of 1933, as amended (“Securities Act”), the Investment Company Act or otherwise; interest expense, taxes, fees and commissions of every kind; and charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents and other service providers to the Portfolio(s) or the Trust.

F. The Sub-Adviser will select brokers and dealers to effect all portfolio transactions for the Portfolio(s) subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Portfolio(s) in accordance with any written policies, practices or procedures (i) established by the

 

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Trust Board or the Adviser and provided to the Sub-Adviser or (ii) described in the Prospectus. In placing any orders for the purchase or sale of investments for the Portfolio(s), in the name of the Portfolio(s) or a nominee of the Portfolio(s), the Sub-Adviser shall use its best efforts to seek to obtain for the Portfolio(s) “best execution,” consistent with its obligations under applicable laws and regulations considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will securities or other assets be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust.

G. Subject to the appropriate policies and procedures approved by the Trust Board, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), cause the Portfolio(s) to pay a broker or dealer that provides brokerage or research services to the Sub-Adviser or the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of the brokerage or research services provided viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the accounts as to which it exercises investment discretion. To the extent authorized by Section 28(e) and the Trust Board, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution, the Adviser or the Trust Board may direct the Sub-Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment.

H. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio(s) as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be equitable and consistent with its fiduciary obligations to the Portfolio(s) and to its other clients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolio(s). The Adviser also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio(s), and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or sell or to recommend for purchase or sale for the Portfolio(s) any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolio(s).

I. The Sub-Adviser will maintain all accounts, books and records with respect to the Portfolio(s) that are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder and that are not being maintained by the Adviser, and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act with respect to its duties as are set forth herein.

J. The Sub-Adviser will, unless and until otherwise directed by the Adviser or the Trust Board, exercise in accordance with the Sub-Adviser’s policies and procedures all rights of security holders with respect to securities held by the Portfolio(s), including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; providing information related to class-action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. The Sub-Adviser will not be responsible for making any class action filings on behalf of the Portfolio(s). The Sub-Adviser shall promptly provide the Adviser with any information it receives regarding class action claims or any other legal matters involving any asset held in the Portfolio(s) and shall cooperate with the Adviser to the extent necessary for the Adviser to pursue or participate in any such action. The Sub-Adviser will also promptly notify the Adviser if the Sub-Adviser determines to opt out of a class action litigation or otherwise commence an independent litigation (domestic or foreign) for securities held or previously held in the Sub-Adviser’s proprietary accounts that are also held or were previously held by the Portfolio(s).

 

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4.

LIMITED POWER OF ATTORNEY

The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, and its officers and employees, may do in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

 

5.

COMPENSATION OF SUB-ADVISER

The Adviser will pay the Sub-Adviser a fee with respect to each of the Portfolio(s) as specified in Appendix A to this Agreement. Payments shall be made to the Sub-Adviser on or about the fifth day of each month; however, this fee will be calculated daily for each of the Portfolio(s) based on the net assets thereof on each day and accrued on a daily basis.

 

6.

LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of

 

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the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

 

7.

REPRESENTATIONS OF ADVISER

The Adviser represents, warrants and covenants that:

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

B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics.

C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision.

D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at www.nfa.futures.org. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

 

8.

REPRESENTATIONS OF SUB-ADVISER

The Sub-Adviser represents, warrants and covenants as follows:

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

 

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B. The Sub-Adviser, and any affiliate providing investment advisory services in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Sub-Adviser and of any such affiliate shall certify to the Adviser and the Trust that the Sub-Adviser and any such affiliate have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s or any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made to the Sub-Adviser or any such affiliate by Rule 17j-1(c)(1) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics.

C. The Sub-Adviser will promptly notify the Adviser and the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision.

D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act.

E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change.

F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage.

G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list.

H. The Sub-Adviser is not providing commodity interest trading advice with respect to the Portfolio(s).

I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

 

9.

NON-EXCLUSIVITY

The services provided by the Sub-Adviser pursuant to this Agreement are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers and employees of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners,

 

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managers, trustees, directors, officers or employees of any other firm or corporation; provided, however, that such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Adviser’s ability to meet its obligations hereunder.

 

10.

CONFIDENTIALITY

Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

 

11.

SUPPLEMENTAL ARRANGEMENTS

The Sub-Adviser may from time to time employ or associate itself with any person it believes to be particularly suited to assist it in providing the services to be performed by the Sub-Adviser hereunder, provided that no such person shall perform any services with respect to the Portfolio(s) that would constitute an assignment or require a written contract pursuant to the Investment Company Act. Any compensation payable to such person shall be the sole responsibility of the Sub-Adviser, and the Adviser shall have no obligations with respect thereto or otherwise arising under the Agreement. The Adviser hereby consents to (a) the Sub-Adviser’s retention of Institutional Shareholder Services Inc. (ISS) as a proxy voting service (or another proxy voting service upon notice to the Adviser); and (b) provided that the Sub-Adviser provides information to such third-party vendors subject to confidentiality obligations as contemplated in Section 10 of this Agreement, third-party vendors that the Sub-Adviser ordinarily utilizes for support services.

 

12.

REGULATION

Both the Adviser and the Sub-Adviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

 

13.

RECORDS

The records relating to the services provided under this Agreement shall be the property of the Trust and shall be under its control; however, the Trust shall furnish to the Sub-Adviser such records and permit it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its business or to comply with applicable laws and regulations. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Sub-Adviser free from any claim or retention of rights therein, provided that the Sub-Adviser may retain any such records that are required by law or regulation.

 

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14.

DURATION OF AGREEMENT

This Agreement shall become effective on the date first above written, provided that this Agreement shall not take effect with respect to any of the Portfolio(s) unless it has first been approved with respect to such Portfolio(s) by the Trust Board, including approval by a vote of a majority of those trustees of the Trust who are not “interested persons” (as defined in the Investment Company Act) of any party to this Agreement (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and, if required, by the vote of a majority of the outstanding voting securities of such Portfolio(s). This Agreement shall continue in effect for a period of two years from the date first set forth above, or for any additional Portfolio(s) from the effective date of this Agreement with respect to such Portfolio(s), and shall continue in effect from year to year thereafter, or from year to year after the effective date for additional Portfolio(s), only so long as such continuance is specifically approved at least annually by the Trust Board, including approval by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval.

 

15.

TERMINATION OF AGREEMENT

This Agreement may be terminated at any time with respect to any or all of the Portfolio(s), without the payment of any penalty, (i) by the Trust Board, including a majority of the Independent Trustees, or the vote of a majority of the outstanding voting securities of the applicable Portfolio(s), on sixty (60) days’ written notice to the Sub-Adviser and the Adviser, or (ii) by the Adviser or the Sub-Adviser on sixty (60) days’ written notice to the other party and the Trust. This Agreement will automatically terminate in the event the Advisory Agreement terminates for any reason. This Agreement will also terminate upon written notice by a party to the other party that the other party is in material breach of this Agreement, unless the party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice.

 

16.

USE OF SUB-ADVISER’S NAME

The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service mark or trade name, are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect.

Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such names, derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

 

17.

AMENDMENTS TO THE AGREEMENT

Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote

 

9


of a majority of the outstanding voting securities of the Portfolio(s) affected by the amendment (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Portfolio(s) if a majority of the outstanding voting securities of the Portfolio(s) vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of other or all of the Portfolio(s) affected by the amendment. Any amendment to this Agreement shall be in writing duly executed by the proper officials of the parties hereto.

 

18.

ASSIGNMENT

Any assignment (as defined in the Investment Company Act) of this Agreement shall result in its automatic termination. For the avoidance of doubt, no assignment shall be deemed to result from any changes in the partners, managers, directors, officers or employees of the Sub-Adviser except as may be provided to the contrary in the Investment Company Act or the rules or regulations thereunder. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment of this Agreement.

 

19.

WAIVER

The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, rule or regulation, (i) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in a writing signed by the other party; (ii) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

 

20.

ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

 

21.

HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

22.

NOTICES

All notices required to be given pursuant to this Agreement shall be delivered in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or sent by electronic transmission (via email) to the address set forth below of each applicable party, or to such other address as the party entitled to receive the notice may designate in writing. Notices sent by registered or certified mail shall be deemed to have been given three business days after deposit of same in the mail. Notices delivered by overnight service shall be deemed to have been given one business day after delivery of the same to a postal service or private courier. Notices sent electronically shall be deemed to have been given when sent. Any notice or other document sent or delivered in any other manner shall be effective only if and when received.

 

If to the Adviser:

  

Equitable Investment Management Group, LLC

William T. MacGregor, Executive Vice President and Secretary

1290 Avenue of the Americas

New York, New York 10104

William.MacGregor@equitable.com

 

10


If to the Trust:

  

EQ Advisors Trust

William T. MacGregor, Senior Vice President, Chief Legal Officer and Secretary

1290 Avenue of the Americas

New York, New York 10104

William.MacGregor@equitable.com

If to the Sub-Adviser:

  

Franklin Advisers, Inc.

One Franklin Parkway

San Mateo, California 94403-1906

Email: ftis_relationship_management@franklintempleton.com

 

23.

SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

 

24.

LIMITATION OF LIABILITY

The Adviser and the Sub-Adviser hereby expressly acknowledge that the Trust’s certificate of trust is on file in the Office of the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable only against the assets of such series only, and not against the assets of the Trust generally or any other series thereof. The Adviser and the Sub-Adviser further acknowledge that an officer or trustee of the Trust, when acting in such capacity, is not personally liable to any person other than the Trust and its shareholders for any act, omission or obligation of the Trust or any trustee thereof.

 

25.

GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York, and any of the applicable provisions of the Investment Company Act. To the extent that the laws of the State of New York, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

 

26.

INTERPRETATION

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act shall be resolved by reference to such term or provision of the Investment Company Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the Investment Company Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “assignment,” and “affiliated person,” as used herein shall have the meanings assigned to them by Section 2(a) of the Investment Company Act. In addition, where the effect of a requirement of the Investment Company Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

11


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first mentioned above.

 

EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC     Franklin Advisers, Inc.
By:  

/s/ Michal Levy

    By:  

/s/ William Yun                

  Michal Levy       Name: William Yun
  Director, Senior Vice President and Chief Operating Officer       Title: Executive Vice President

 

12


APPENDIX A

TO

INVESTMENT SUB-ADVISORY AGREEMENT

The Adviser shall pay the Sub-Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Portfolio(s)

  

Annual Sub-Advisory Fee Rate*

Allocation Portfolios which shall consist of:

EQ/Franklin Moderate Allocation Portfolio and other Portfolios^ identified directly below (collectively referred to as “Allocation Portfolios”)

 

EQ/Franklin Growth Allocation Portfolio

   0.25% of the Allocation Portfolios’ average daily net assets up to and including $500 million; 0.23% of the Allocation Portfolios’ average daily net assets in excess of $500 million up to and including $1.5 billion; 0.20% of the Allocation Portfolios’ average daily net assets in excess of $1.5 billion up to and including $3 billion; and 0.17% of the Allocation Portfolios’ average daily net assets in excess of $3 billion.

 

^

Other Portfolios or Allocated Portions are other registered investment companies (or series or portions thereof) that are advised by the Adviser and sub-advised by the Sub-Adviser, which are classified as “Allocation Portfolios”).

*

The daily sub-advisory fee for the Allocation Portfolios is calculated by multiplying the aggregate net assets of the Allocation Portfolios at the close of the immediately preceding business day by the Annual Sub-Advisory Fee Rate calculated as set forth above and then dividing the result by the number of days in the year.


AMENDMENT NO. 3 DISTRIBUTION AGREEMENT EQ EQUITABLE DISTRIBUTORS IB Shares

Exhibit (e)(1)(iv)

AMENDMENT NO. 3

DISTRIBUTION AGREEMENT

EQ ADVISORS TRUST – EQUITABLE DISTRIBUTORS, LLC – CLASS IB SHARES

AMENDMENT NO. 3 dated as of July 22, 2021 (“Amendment No. 3”) to the Distribution Agreement dated as of July 16, 2020 (the “Agreement”) between EQ Advisors Trust, a Delaware statutory trust (the “Trust”), and Equitable Distributors, LLC (the “Distributor”), relating to Class IB shares.

The Trust and the Distributor agree to modify and amend the Agreement as follows:

 

  1.

New Portfolio. Effective July 30, 2021, the EQ/Long-Term Bond Portfolio is hereby added to the Agreement on the terms and conditions contained in the Agreement;

 

  2.

Duration of Agreement for New Portfolio.

 

  a.

With respect to the New Portfolio, the Agreement will continue in effect for two years after the applicable date specified in section 1 above and may be continued thereafter pursuant to subsection (b) below.

 

  b.

With respect to the New Portfolio, the Agreement shall continue in effect annually after the date specified in section 1 above only so long as such continuance is specifically approved at least annually by a majority of the Trustees of the Trust who are not interested persons of the Trust or Equitable Distributors and who have no direct or indirect financial interest in the distribution plan pursuant to which this Agreement has been authorized (or any agreement thereunder) (the “Independent Trustees”) by (a) persons having voting rights in respect of the Trust, by the vote stated in Section 11 of the Agreement, voted in accordance with the provisions contained in the form of Participation Agreement or any policies on conflicts adopted by the Board of Trustees, or (b) the Board of Trustees of the Trust. This Distribution Agreement may be terminated at any time, without penalty, by a majority of the Independent Trustees or by persons having voting rights in respect of the Trust by the vote stated in Section 11 of the Agreement.

 

  3.

Removed Portfolios. Effective June 18, 2021, all references to the 1290 VT Energy Portfolio, EQ/Franklin Balanced Managed Volatility Portfolio and EQ/Global Bond PLUS Portfolio are hereby removed from the Agreement.

 

  4.

Schedule A. Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class IB shares is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.


IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 3 as of the date first set forth above.

 

EQ ADVISORS TRUST

   

EQUITABLE DISTRIBUTORS, LLC

By:  

/s/ Michal Levy

    By:  

/s/ Nicholas Lane

Name:   Michal Levy     Name:   Nicholas Lane
Title:   Senior Vice President     Title:   Chairman of the Board, President and Chief Executive Officer


SCHEDULE A

AMENDMENT NO. 3

DISTRIBUTION AGREEMENT

CLASS IB SHARES

 

1290 VT Convertible Securities Portfolio

1290 VT DoubleLine Dynamic Allocation Portfolio

1290 VT DoubleLine Opportunistic Bond Portfolio

1290 VT Equity Income Portfolio

1290 VT GAMCO Mergers & Acquisitions Portfolio

1290 VT GAMCO Small Company Value Portfolio

1290 VT High Yield Bond Portfolio

1290 VT Low Volatility Global Equity Portfolio

1290 VT Micro Cap Portfolio

1290 VT Moderate Growth Allocation Portfolio

1290 VT Multi-Alternative Strategies Portfolio

1290 VT Natural Resources Portfolio

1290 VT Real Estate Portfolio

1290 VT Small Cap Value Portfolio

1290 VT SmartBeta Equity Portfolio

1290 VT Socially Responsible Portfolio

EQ/2000 Managed Volatility Portfolio

EQ/400 Managed Volatility Portfolio

EQ/500 Managed Volatility Portfolio

EQ/AB Dynamic Aggressive Growth Portfolio

EQ/AB Dynamic Growth Portfolio

EQ/AB Dynamic Moderate Growth Portfolio

EQ/AB Short Duration Government Bond Portfolio

EQ/AB Small Cap Growth Portfolio

EQ/Aggressive Growth Strategy Portfolio

EQ/All Asset Growth Allocation Portfolio

EQ/American Century Mid Cap Value Portfolio

EQ/American Century Moderate Growth Allocation Portfolio

EQ/AXA Investment Managers Moderate Allocation Portfolio

EQ/Balanced Strategy Portfolio

EQ/Capital Group Research Portfolio

EQ/ClearBridge Large Cap Growth Portfolio

EQ/ClearBridge Select Equity Managed Volatility Portfolio

EQ/Common Stock Index Portfolio

EQ/Conservative Growth Strategy Portfolio

EQ/Conservative Strategy Portfolio

EQ/Core Bond Index Portfolio

EQ/Emerging Markets Equity PLUS Portfolio

EQ/Equity 500 Index Portfolio

EQ/Fidelity Institutional AM® Large Cap Portfolio

EQ/First Trust Moderate Growth Allocation Portfolio

EQ/Franklin Growth Allocation Portfolio

EQ/Franklin Moderate Allocation Portfolio

EQ/Franklin Rising Dividends Portfolio

EQ/Franklin Small Cap Value Managed Volatility Portfolio

EQ/Franklin Strategic Income Portfolio

EQ/Global Equity Managed Volatility Portfolio

EQ/Goldman Sachs Growth Allocation Portfolio

EQ/Goldman Sachs Mid Cap Value Portfolio

EQ/Goldman Sachs Moderate Allocation Portfolio

EQ/Growth Strategy Portfolio

EQ/Intermediate Government Bond Portfolio

EQ/International Core Managed Volatility Portfolio

EQ/International Equity Index Portfolio

EQ/International Managed Volatility Portfolio

EQ/International Value Managed Volatility Portfolio

EQ/Invesco Comstock Portfolio

EQ/Invesco Global Portfolio

EQ/Invesco Global Real Assets Portfolio

EQ/Invesco International Growth Portfolio

EQ/Invesco Moderate Allocation Portfolio

EQ/Invesco Moderate Growth Allocation Portfolio

EQ/Janus Enterprise Portfolio

EQ/JPMorgan Growth Allocation Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core Managed Volatility Portfolio

EQ/Large Cap Growth Index Portfolio

EQ/Large Cap Growth Managed Volatility Portfolio

EQ/Large Cap Value Index Portfolio

EQ/Large Cap Value Managed Volatility Portfolio

EQ/Lazard Emerging Markets Equity Portfolio

EQ/Long-Term Bond Portfolio

 


EQ/Loomis Sayles Growth Portfolio

EQ/MFS International Growth Portfolio

EQ/MFS International Intrinsic Value Portfolio

EQ/MFS Mid Cap Focused Growth Portfolio

EQ/MFS Technology Portfolio

EQ/MFS Utilities Series Portfolio

EQ/Mid Cap Index Portfolio

EQ/Mid Cap Value Managed Volatility Portfolio

EQ/Moderate Growth Strategy Portfolio

EQ/Money Market Portfolio

EQ/Morgan Stanley Small Cap Growth Portfolio

EQ/PIMCO Global Real Return Portfolio

EQ/PIMCO Real Return Portfolio

EQ/PIMCO Total Return Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/Small Company Index Portfolio

EQ/T. Rowe Price Growth Stock Portfolio

EQ/T. Rowe Price Health Sciences Portfolio

EQ/Ultra Conservative Strategy Portfolio

EQ/Value Equity Portfolio

EQ/Wellington Energy Portfolio

Multimanager Aggressive Equity Portfolio

Multimanager Core Bond Portfolio

Multimanager Technology Portfolio

 

AMENDMENT NO. 3 DATED JULY 22, 2021 TO DISTRIBUTION AGREEMENT K Shares

Exhibit (e)(2)(iv)

AMENDMENT NO. 3

DISTRIBUTION AGREEMENT

EQ ADVISORS TRUST – EQUITABLE DISTRIBUTORS, LLC – CLASS K SHARES

AMENDMENT NO. 3 dated as of July 22, 2021 (“Amendment No. 3”) to the Distribution Agreement dated as of July 16, 2020 (the “Agreement”), between EQ Advisors Trust, a Delaware statutory trust (the “Trust”), and Equitable Distributors, LLC (the “Distributor”), relating to Class K shares.

The Trust and the Distributor agree to modify and amend the Agreement as follows:

 

  1.

New Portfolio. Effective July 30, 2021, the EQ/Long-Term Bond Portfolio is hereby added to the Agreement on the terms and conditions contained in the Agreement;

 

  2.

Duration of Agreement for New Portfolio.

 

  a.

With respect to the New Portfolio, the Agreement will continue in effect for two years after the applicable date specified in section 1 and may be continued thereafter pursuant to subsection (b) below.

 

  b.

With respect to the New Portfolio, the Agreement shall continue in effect annually after the date specified in section 1 above only so long as such continuance is specifically approved at least annually by a majority of the Trustees of the Trust who are not interested persons of the Trust or Equitable Distributors and who have no direct or indirect financial interest in the distribution plan pursuant to which this Agreement has been authorized (or any agreement thereunder) (the “Independent Trustees”) by (a) persons having voting rights in respect of the Trust, by the vote stated in Section 11 of the Agreement, voted in accordance with the provisions contained in the form of Participation Agreement or any policies on conflicts adopted by the Board of Trustees, or (b) the Board of Trustees of the Trust. This Distribution Agreement may be terminated at any time, without penalty, by a majority of the Independent Trustees or by persons having voting rights in respect of the Trust by the vote stated in Section 11 of the Agreement.

 

  3.

Removed Portfolios. Effective June 18, 2021, all references to the 1290 VT Energy Portfolio, EQ/Franklin Balanced Managed Volatility Portfolio and EQ/Global Bond PLUS Portfolio are hereby removed from the Agreement.

 

  4.

Schedule A. Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class K shares is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.


IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 3 as of the date first set forth above.

 

EQ ADVISORS TRUST     EQUITABLE DISTRIBUTORS, LLC
By:  

/s/ Michal Levy

             By:  

/s/ Nicholas Lane

Name:  

  Michal Levy    

Name:  

  Nicholas Lane

Title:   

  Senior Vice President    

Title:   

  Chairman of the Board, President and Chief Executive Officer


SCHEDULE A

AMENDMENT NO. 3

DISTRIBUTION AGREEMENT

CLASS K SHARES

 

1290 VT Convertible Securities Portfolio

1290 VT DoubleLine Dynamic Allocation Portfolio

1290 VT DoubleLine Opportunistic Bond Portfolio

1290 VT Equity Income Portfolio

1290 VT GAMCO Mergers & Acquisitions Portfolio

1290 VT GAMCO Small Company Value Portfolio

1290 VT High Yield Bond Portfolio

1290 VT Low Volatility Global Equity Portfolio

1290 VT Micro Cap Portfolio

1290 VT Moderate Growth Allocation Portfolio

1290 VT Multi-Alternative Strategies Portfolio

1290 VT Natural Resources Portfolio

1290 VT Real Estate Portfolio

1290 VT Small Cap Value Portfolio

1290 VT SmartBeta Equity Portfolio

1290 VT Socially Responsible Portfolio

EQ/2000 Managed Volatility Portfolio

EQ/400 Managed Volatility Portfolio

EQ/500 Managed Volatility Portfolio

EQ/AB Dynamic Aggressive Growth Portfolio

EQ/AB Dynamic Growth Portfolio

EQ/AB Dynamic Moderate Growth Portfolio

EQ/AB Short Duration Government Bond Portfolio

EQ/AB Small Cap Growth Portfolio

EQ/Aggressive Growth Strategy Portfolio

EQ/All Asset Growth Allocation Portfolio

EQ/American Century Mid Cap Value Portfolio

EQ/American Century Moderate Growth Allocation Portfolio

EQ/AXA Investment Managers Moderate Allocation Portfolio

EQ/Balanced Strategy Portfolio

EQ/Capital Group Research Portfolio

EQ/ClearBridge Large Cap Growth Portfolio

EQ/ClearBridge Select Equity Managed Volatility Portfolio

EQ/Common Stock Index Portfolio

EQ/Conservative Growth Strategy Portfolio

EQ/Conservative Strategy Portfolio

EQ/Core Bond Index Portfolio

EQ/Emerging Markets Equity PLUS Portfolio

EQ/Equity 500 Index Portfolio

EQ/Fidelity Institutional AM® Large Cap Portfolio

EQ/First Trust Moderate Growth Allocation Portfolio

EQ/Franklin Growth Allocation Portfolio

EQ/Franklin Moderate Allocation Portfolio

EQ/Franklin Rising Dividends Portfolio

EQ/Franklin Small Cap Value Managed Volatility Portfolio

EQ/Franklin Strategic Income Portfolio

EQ/Global Equity Managed Volatility Portfolio

EQ/Goldman Sachs Growth Allocation Portfolio

EQ/Goldman Sachs Mid Cap Value Portfolio

EQ/Goldman Sachs Moderate Allocation Portfolio

EQ/Growth Strategy Portfolio

EQ/Intermediate Government Bond Portfolio

EQ/International Core Managed Volatility Portfolio

EQ/International Equity Index Portfolio

EQ/International Managed Volatility Portfolio

EQ/International Value Managed Volatility Portfolio

EQ/Invesco Comstock Portfolio

EQ/Invesco Global Portfolio

EQ/Invesco Global Real Assets Portfolio

EQ/Invesco International Growth Portfolio

EQ/Invesco Moderate Allocation Portfolio

EQ/Invesco Moderate Growth Allocation Portfolio

EQ/Janus Enterprise Portfolio

EQ/JPMorgan Growth Allocation Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core Managed Volatility Portfolio

EQ/Large Cap Growth Index Portfolio

EQ/Large Cap Growth Managed Volatility Portfolio

EQ/Large Cap Value Index Portfolio

EQ/Large Cap Value Managed Volatility Portfolio

EQ/Lazard Emerging Markets Equity Portfolio

EQ/Long-Term Bond Portfolio

EQ/Loomis Sayles Growth Portfolio

EQ/MFS International Growth Portfolio

EQ/MFS International Intrinsic Value Portfolio

EQ/MFS Mid Cap Focused Growth Portfolio

EQ/MFS Technology Portfolio

EQ/MFS Utilities Series Portfolio

EQ/Mid Cap Index Portfolio

EQ/Mid Cap Value Managed Volatility Portfolio

 


EQ/Moderate Growth Strategy Portfolio

EQ/Money Market Portfolio

EQ/Morgan Stanley Small Cap Growth Portfolio

EQ/PIMCO Global Real Return Portfolio

EQ/PIMCO Real Return Portfolio

EQ/PIMCO Total Return Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/Small Company Index Portfolio

EQ/T. Rowe Price Growth Stock Portfolio

EQ/T. Rowe Price Health Sciences Portfolio

EQ/Ultra Conservative Strategy Portfolio

EQ/Value Equity Portfolio

EQ/Wellington Energy Portfolio

Multimanager Aggressive Equity Portfolio

Multimanager Core Bond Portfolio

Multimanager Technology Portfolio


AMENDMENT NO. 39 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT dtd 7/16/21

Exhibit (g)(1)(xl)

AMENDMENT NO. 39

AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

Amendment No. 39, dated as of July 16, 2021 (“Amendment No. 39”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”), on behalf of each of the portfolios designated on Schedule C thereto, and JPMorgan Chase Bank, N.A. (“Bank”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

 

  1.

New Portfolio. Effective July 30, 2021 the EQ/Long-Term Bond Portfolio is hereby added to the Agreement on the terms and conditions contained in the Agreement.

 

  2.

Removed Portfolios. Effective June 18, 2021 all references to the 1290 VT Energy Portfolio, EQ/Franklin Balanced Managed Volatility Portfolio and EQ/Global Bond PLUS Portfolio are hereby removed from the Agreement.

 

  3.

Schedule C. Schedule C to the Agreement, setting forth the Portfolios of the Trust on behalf of which the Trust is entering into the Agreement, is hereby replaced in its entirety by Schedule C attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 39 as of the date first set forth above.

 

EQ ADVISORS TRUST

   

JPMORGAN CHASE BANK, N.A.

By:  

/s/ Brian Walsh                

    By:  

/s/ Carl Mehldau

Name:   Brian Walsh     Name:   Carl Mehldau
Title:   Chief Financial Officer and Treasurer     Title:   Vice President
      Date:   July 16, 2021


SCHEDULE C

AMENDMENT NO. 39

AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

 

1290 VT Convertible Securities Portfolio

1290 VT DoubleLine Dynamic Allocation Portfolio

1290 VT DoubleLine Opportunistic Bond

1290 VT Equity Income Portfolio

1290 VT GAMCO Mergers & Acquisitions Portfolio

1290 VT GAMCO Small Company Value Portfolio

1290 VT High Yield Bond Portfolio

1290 VT Low Volatility Global Equity Portfolio

1290 VT Micro Cap Portfolio

1290 VT Moderate Growth Allocation Portfolio

1290 VT Multi-Alternative Strategies Portfolio

1290 VT Natural Resources Portfolio

1290 VT Real Estate Portfolio

1290 VT Small Cap Value Portfolio

1290 VT SmartBeta Equity Portfolio

1290 VT Socially Responsible Portfolio

ATM International Managed Volatility Portfolio

ATM Large Cap Managed Volatility Portfolio

ATM Mid Cap Managed Volatility Portfolio

ATM Small Cap Managed Volatility Portfolio

EQ/2000 Managed Volatility Portfolio

EQ/400 Managed Volatility Portfolio

EQ/500 Managed Volatility Portfolio

EQ/AB Dynamic Aggressive Growth Portfolio

EQ/AB Dynamic Growth Portfolio

EQ/AB Dynamic Moderate Growth Portfolio

EQ/AB Short Duration Government Bond Portfolio

EQ/AB Small Cap Growth Portfolio

EQ/Aggressive Growth Strategy Portfolio

EQ/All Asset Growth Allocation Portfolio

EQ/American Century Mid Cap Value Portfolio

EQ/American Century Moderate Growth Allocation Portfolio

EQ/AXA Investment Managers Moderate Allocation Portfolio

EQ/Balanced Strategy Portfolio

EQ/Capital Group Research Portfolio

EQ/ClearBridge Large Cap Growth Portfolio

EQ/ClearBridge Select Equity Managed Volatility Portfolio

EQ/Common Stock Index Portfolio

EQ/Conservative Growth Strategy Portfolio

EQ/Conservative Strategy Portfolio

EQ/Core Bond Index Portfolio

EQ/Emerging Markets Equity PLUS Portfolio

EQ/Equity 500 Index Portfolio

EQ/Fidelity Institutional AM®Large Cap Portfolio

EQ/First Trust Moderate Growth Allocation Portfolio

EQ/Franklin Growth Allocation Portfolio

EQ/Franklin Moderate Allocation Portfolio

EQ/Franklin Rising Dividends Portfolio

EQ/Franklin Small Cap Value Managed Volatility Portfolio

EQ/Franklin Strategic Income Portfolio

EQ/Global Equity Managed Volatility Portfolio

EQ/Goldman Sachs Growth Allocation Portfolio

EQ/Goldman Sachs Mid Cap Value Portfolio

EQ/Goldman Sachs Moderate Growth Allocation Portfolio

EQ/Growth Strategy Portfolio

EQ/Intermediate Government Bond Portfolio

EQ/International Core Managed Volatility Portfolio

EQ/International Equity Index Portfolio

EQ/International Managed Volatility Portfolio

EQ/International Value Managed Volatility Portfolio

EQ/Invesco Comstock Portfolio

EQ/Invesco Global Portfolio

EQ/Invesco Global Real Assets Portfolio

EQ/Invesco International Growth Portfolio

EQ/Invesco Moderate Allocation Portfolio

EQ/Invesco Moderate Growth Allocation Portfolio

EQ/Janus Enterprise Portfolio

EQ/JPMorgan Growth Allocation Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core Managed Volatility Portfolio

EQ/Large Cap Growth Index Portfolio

EQ/Large Cap Growth Managed Volatility Portfolio

EQ/Large Cap Value Index Portfolio

EQ/Large Cap Value Managed Volatility Portfolio

EQ/Lazard Emerging Markets Equity Portfolio

EQ/Long-Term Bond Portfolio

EQ/Loomis Sayles Growth Portfolio

EQ/MFS International Growth Portfolio

EQ/MFS International Intrinsic Value Portfolio

 


EQ/MFS Mid Cap Focused Growth Portfolio

EQ/MFS Technology Portfolio

EQ/MFS Utilities Series Portfolio

EQ/Mid Cap Index Portfolio

EQ/Mid Cap Value Managed Volatility Portfolio

EQ/Moderate Growth Strategy Portfolio

EQ/Money Market Portfolio

EQ/Morgan Stanley Small Cap Growth Portfolio

EQ/PIMCO Global Real Return Portfolio

EQ/PIMCO Real Return Portfolio

EQ/PIMCO Total Return Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/Small Company Index Portfolio

EQ/T. Rowe Price Growth Stock Portfolio

EQ/T. Rowe Price Health Sciences Portfolio

EQ/Ultra Conservative Strategy Portfolio

EQ/Value Equity Portfolio

EQ/Wellington Energy Portfolio

Multimanager Aggressive Equity Portfolio

Multimanager Core Bond Portfolio

Multimanager Technology Portfolio

 

Mutual Funds Service Agreement dtd 8/1/21

Exhibit (h)(1)(i)

MUTUAL FUNDS SERVICE AGREEMENT

TRUST ADMINISTRATION AND COMPLIANCE SERVICES

TRUST ACCOUNTING SERVICES

 

 

EQUITABLE INVESTMENT MANAGEMENT, LLC

AUGUST 1, 2021


TABLE OF CONTENTS

 

Section    Page  

1.   Appointment

     1  

2.   Representations and Warranties

     2  

3.   Delivery of Documents

     3  

4.   Services Provided

     5  

5.   Fees and Expenses

     7  

6.   Limitation of Liability and Indemnification

     9  

7.   Duration and Termination

     12  

8.   Non-Exclusivity

     13  

9.   Notices

     13  

10. Waiver

     14  

11. Force Majeure

     14  

12. Amendments

     14  

13. Severability

     15  

14. Governing Law

     15  

15. Miscellaneous

     15  

16. Confidentiality

     15  

17. Signatures

     15  

Schedule A – Fees and Expenses

     A-1  

Schedule B – General Description of Trust Administration and Compliance Services

     B-1  

Schedule C – Description of Trust Accounting Services

     C-1  


MUTUAL FUNDS SERVICE AGREEMENT

AGREEMENT made as of August 1, 2021 by and between EQ Advisors Trust, a Delaware statutory trust (the “Trust”), Equitable Investment Management, LLC (“Administrator”), a limited liability company organized in the State of Delaware, and Equitable Investment Management Group, LLC (“EIM or the “Adviser” ), a limited liability company organized in the State of Delaware.

WITNESSETH:

WHEREAS, the Trust is registered as an open-end management investment company of the series type under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trust had appointed Equitable Investment Management Group, LLC (“EIM”), as Administrator of the Trust most recently pursuant to the Mutual Funds Service Agreement dated July 16, 2020, as amended (the “Prior Mutual Funds Service Agreement”);

WHEREAS, the Trust wishes to terminate the Prior Mutual Funds Service Agreement and enter into this Mutual Funds Service Agreement with the Administrator to provide certain administrative, accounting and compliance services with respect to the Trust, including its constituent funds (the “Funds” and, each, a “Fund”); and

WHEREAS, the Trust and EIM each agree to waive their rights to prior written notice of termination provided in Section 7 of the Prior Mutual Funds Service Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

 

1.

APPOINTMENT. The Trust hereby appoints Administrator to provide administrative, accounting and compliance services for the Trust, as described hereinafter, subject to the supervision of the Board of Trustees of the Trust (the “Board”), for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 5 of, and Schedule A to,

 

1


  this Agreement. The Trust and EIM hereby agree to terminate the Prior Mutual Funds Service Agreement. EIM agrees to reasonably cooperate with the Administrator in connection with the transition of the services to be provided under this Agreement.

 

2.

REPRESENTATIONS AND WARRANTIES.

 

  (a)

Administrator represents and warrants to the Trust that:

 

  (i)

Administrator is a limited liability company organized in the State of Delaware;

 

  (ii)

Administrator is duly qualified to carry on its business in the State of New York in performance of its duties under this Agreement;

 

  (iii)

Administrator is empowered under applicable laws and by its Operating Agreement and By-Laws to enter into and perform this Agreement;

 

  (iv)

all requisite corporate proceedings have been taken to authorize Administrator to enter into and perform this Agreement;

 

  (v)

Administrator has, and will continue to have, access to the facilities, personnel and equipment required to fully perform its duties and obligations hereunder;

 

  (vi)

no legal or administrative proceedings have been instituted or threatened which would impair Administrator’s ability to perform its duties and obligations under this Agreement; and

 

  (vii)

Administrator’s entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of Administrator or any law or regulation applicable to Administrator.

 

  (b)

The Trust represents and warrants to Administrator that:

 

  (i)

the Trust is a Delaware statutory trust, duly organized and existing and in good standing under the laws of the State of Delaware;

 

  (ii)

the Trust is empowered under applicable laws and by its Agreement and Declaration of Trust and By-Laws to enter into and perform this Agreement;

 

2


  (iii)

all requisite proceedings have been taken to authorize the Trust to enter into and perform this Agreement;

 

  (iv)

the Trust is an investment company properly registered under the 1940 Act;

 

  (v)

a registration statement under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act on Form N-1A (the “Registration Statement”) has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and will be effective and will remain effective during the term of this Agreement, and all necessary filings under the laws of the states will have been made and will be current during the term of this Agreement;

 

  (vi)

no legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement;

 

  (vii)

the Trust’s Registration Statement complies in all material respects with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and none of the Trust’s prospectuses and/or statements of additional information contain any untrue statement of material fact or omit to state a material fact necessary to make the statements therein not misleading; and

 

  (viii)

the Trust’s entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it.

 

3.

DELIVERY OF DOCUMENTS. The Trust will promptly furnish to Administrator such copies, properly certified or authenticated, of contracts, documents and other related information, other than confidential documents or information, that Administrator may reasonably request or require to properly discharge its duties. Such documents may include, but are not limited to, the following:

 

  (a)

Resolutions of the Board authorizing the appointment of Administrator to provide certain services to the Trust and approving this Agreement;

 

  (b)

The Trust’s Agreement and Declaration of Trust;

 

3


  (c)

The Trust’s By-Laws;

 

  (d)

The Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with SEC;

 

  (e)

The Trust’s Registration Statement including exhibits and any amendments, as filed with the SEC;

 

  (f)

Copies of the Investment Advisory Agreement between the Trust and EIM as the Investment Adviser to the Trust (the “Advisory Agreement”);

 

  (g)

Copies of each of the Investment Sub-Advisory Agreements between the Adviser and any investment sub-advisers;

 

  (h)

Copies of relevant Trust policies and procedures adopted by the Board;

 

  (i)

Opinions of counsel and auditors’ reports;

 

  (j)

The Trust’s prospectus(es) and statement(s) of additional information relating to all series, portfolios and classes, as applicable, and all amendments and supplements thereto (such prospectus(es) and statement(s) of additional information and supplements thereto, as presently in effect and as from time to time hereafter amended and supplemented, herein called the “Prospectuses”); and

 

  (k)

Such other material agreements as the Trust may enter into from time to time including, but not limited to, securities lending agreements, futures and commodities account agreements, brokerage agreements and options agreements.

 

4


4.

SERVICES PROVIDED.

 

(a)

Subject to the control, direction and supervision of the Board and in compliance with the objectives, policies and limitations set forth in the Trust’s Registration Statement, Agreement and Declaration of Trust and By-Laws; applicable laws and regulations; and all resolutions and policies implemented by the Board, Administrator shall have general responsibility for the Trust’s administrative operations and will provide the following services:

 

  (i)

Trust Administration,

 

  (ii)

Compliance Services, and

 

  (iii)

Trust Accounting.

A detailed description of each of the above services is contained in Schedules B and C, respectively, to this Agreement.

 

(b)

In connection with providing the services identified above, Administrator will also:

 

  (i)

provide, without additional cost to the Trust except for out-of-pocket expenses, office facilities in an appropriate location with respect to the provision of the services contemplated herein (which may be in the offices of Administrator or a corporate affiliate of Administrator);

 

  (ii)

In connection with providing the services identified above, Administrator will also: provide, without additional remuneration from or other cost to the Trust except for out-of-pocket expenses, the services of individuals to serve as officers of the Trust who will be designated by Administrator and elected by the Board subject to reasonable Board approval, provided, that this provision shall not be construed in a manner that would prohibit the Trust from paying any portion of the compensation of the Trust’s Chief Compliance Officer.

 

  (iii)

provide or otherwise obtain, without additional remuneration from or other cost to the Trust except for out-of-pocket expenses, personnel sufficient for provision of the services contemplated herein;

 

5


  (iv)

furnish, at no additional cost to the Trust except for out-of-pocket expenses, equipment and other materials, which are necessary or desirable for provision of the services contemplated herein;

 

  (v)

keep records, at no additional cost to the Trust except for out-of-pocket expenses, relating to the services provided hereunder in such form and manner as Administrator may deem appropriate or advisable. To the extent required by Section 31 of the 1940 Act and the rules thereunder, Administrator agrees that all such records prepared or maintained by Administrator relating to the services provided hereunder are the property of the Trust and will be preserved for the periods prescribed under Rule 3la-2 under the 1940 Act and made available in accordance with such Section and rules. Administrator agrees to make available to the Trust, promptly upon request, any of the Funds’ books and records as are maintained under this Agreement, and to furnish to regulatory authorities having the requisite authority any such books and records and any information or reports in connection with the Administrator’s services under this Agreement that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations; and

 

  (vi)

regularly report to the Board on the services provided under this Agreement and furnish to the Board such periodic and special reports with respect to the Funds as the Board may reasonably request.

 

(c)

Sub-Contracting. Administrator is hereby authorized to retain third parties and is hereby separately authorized to delegate some or all of its duties and obligations hereunder to such person or persons. The compensation of such person or persons shall be paid by Administrator, as applicable, and no obligation shall be incurred on behalf of the Trust in such respect (other than reasonable out-of-pocket expenses). Administrator shall be liable to the Trust

 

6


  for the acts of such third parties as set forth in Section 6 hereunder. The division of Administrator’s duties and obligations hereunder between those to be delegated and those to be performed by Administrator shall be in Administrator’s sole discretion and may be changed from time to time by Administrator. In connection with the delegation of responsibilities to such third parties, Administrator will oversee, monitor and assess the performance of delegated functions by each such third party, take reasonable measures to coordinate the activities of such third parties, furnish to the Board periodic reports concerning the performance of delegated responsibilities by those parties, and be responsible for compensating such third parties in the manner specified by the sub-administration (or similar) agreement. In addition, Administrator will cause such third parties to: (i) furnish to the Board such statistical information, with respect to the relevant delegated functions, as the Board may reasonably request, (ii) furnish to the Board such periodic and special reports as the Board may reasonably request, and (iii) apprise the Board of important developments materially affecting each Fund or the provision of delegated functions, and furnish the Trust, from time to time, with such information as may be appropriate for this purpose.

 

5.

FEES AND EXPENSES.

 

  (a)

As compensation for the services rendered to the Trust pursuant to this Agreement, as set forth in Section 4 and in Schedules B and C hereof, the Trust shall pay Administrator monthly fees determined as set forth in Schedule A to this Agreement. Such fees are to be billed monthly and shall be due and payable upon receipt of the invoice. If this Agreement becomes effective or the provision of services under this Agreement terminates before the end of any month, the fee for the part of the month from the effective date to the end of the month or from the beginning of the month to the date of such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of such termination.

 

  (b)

For the purpose of determining fees calculated as a function of the Trust’s net assets, the value of the Trust’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles, and resolutions of the Board.

 

7


  (c)

The Trust may request additional services, additional processing, or special reports, with such specifications and requirements as may be reasonably required by Administrator. If Administrator elects to provide such additional services or arrange for their provision, it shall be entitled to additional fees and expenses.

 

  (d)

Administrator will bear its own expenses, in connection with the performance of the services under this Agreement, except as provided herein or as agreed to by the parties. The Trust agrees to bear all expenses that are incurred in its operation and not specifically assumed by Administrator. Such other expenses to be incurred in the operation of the Trust and to be borne by the Trust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and trustees who are not officers, directors, shareholders or employees of Administrator, or the Adviser, the Trust’s investment sub-advisers, transfer agent, or distributor, SEC and state registration and qualification fees, levies, fines and other charges; expenses of organizing the Funds; EDGAR filing fees, processing services and related fees; postage and mailing costs; costs of share certificates; management, investment advisory, transfer agency, distribution, shareholder service and administration fees; charges and expenses of data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums; legal expenses; consulting fees; customary bank charges and fees; costs of maintenance of trust existence; expenses of typesetting and printing of Trust prospectuses for regulatory purposes and for distribution to current shareholders of the Trust (for classes of shares of any of the Funds that have adopted a Rule 12b-l plan, such classes of shares may bear the expense of all other printing, production, and distribution of prospectuses, and marketing materials provided to potential investors); expenses of printing and production costs of shareholders’ reports and proxy statements and materials; expenses of proxy solicitation, proxy tabulation and Trust shareholder meetings; costs and expenses of Trust stationery and forms; costs associated with Trust, shareholder and Board meetings; trade association dues and expenses; any expenses of the Trust resulting from any changes in applicable law affecting mutual funds occurring after the date of this Agreement; fees and expenses associated with compliance with the Commodities Exchange Act and

 

8


  rules thereunder; charges and expenses related to any computer system licensed to Administrator and used to produce Trust shareholder reports under this Agreement, provided, however, that the Trust will only be responsible for a pro-rata share of such charges and expenses based upon the number of shareholder reports produced by Administrator utilizing this system; and any extraordinary expenses and other customary Trust expenses. In addition, Administrator may utilize one or more independent pricing services to obtain securities prices and to act as backup to the primary pricing services, in connection with determining the net asset values of the Trust. The Trust will reimburse Administrator for the Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the use, of the services for the benefit of the Trust.

 

  (e)

All fees, approved out-of-pocket expenses, or additional charges of Administrator shall be billed on a monthly basis and shall be due and payable upon receipt of the invoice.

 

  (f)

Administrator will render, after the close of each month in which services have been furnished, a statement reflecting all of the charges for such month.

 

  (g)

The Trust must notify Administrator in writing of any contested amounts within ninety (90) days of receipt of a billing for such amounts. Disputed amounts are not due and payable while they are being investigated.

 

6.

LIMITATION OF LIABILITY AND INDEMNIFICATION.

 

  (a)

Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on Administrator’s part (or on the part of any third party to whom Administrator has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party’s) duties or from reckless disregard by Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of Administrator) or under an agreement with Administrator (in the case of such third party) or,

 

9


  subject to Section 10 below, Administrator’s (or such third party) refusal or failure to comply with the terms of this Agreement (in the case of Administrator) or an agreement with Administrator (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Administrator) or under an agreement with Administrator (in the case of such third party). In no event shall Administrator (or such third party) be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

  (b)

Except to the extent that Administrator may be held liable pursuant to Section 6(a) above, Administrator shall not be responsible for, and the Trust shall indemnify and hold Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities including, but not limited to, those arising out of or attributable to:

 

  (i)

any and all actions of Administrator or its officers or agents required to be taken pursuant to this Agreement;

 

  (ii)

the reliance on or use by Administrator or its officers or agents of information, records, or documents which are received by Administrator or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust;

 

  (iii)

the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance;

 

  (iv)

the breach of any representation or warranty of the Trust hereunder;

 

  (v)

the reliance on or the carrying out by Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust;

 

10


  (vi)

any delays, inaccuracies, errors in or omissions from information or data provided to Administrator by data services, including data services providing information in connection with any third-party computer system licensed to Administrator, and by any corporate action services, pricing services or securities brokers and dealers;

 

  (vii)

the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement;

 

  (viii)

any failure of the Trust’s Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust’s prospectus;

 

  (ix)

except as provided for in Schedule B.III., the actions taken by the Trust, its Adviser, its investment sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and

 

  (x)

all actions, inactions, omissions, or errors caused by third parties to whom Administrator or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Fund, investment sub-advisers, or Trust distributors.

 

11


The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Administrator pursuant to this Agreement.

 

  (c)

Until such time as Administrator becomes the investment adviser to the Trust, in connection with the indemnity provided to the Trust by the Administrator pursuant to Section 6(a) hereof, and solely in the event that Administrator fails to pay any indemnity properly due and owing to the Trust after the passage of a reasonable amount of time after the Trust’s written demand upon Administrator in accordance with Section 9 hereof, upon a written demand upon EIM pursuant to Section 9 hereof setting forth in detail the basis for an indemnity being required of EIM, EIM shall reimburse the Trust for any shortfall properly due and owing to the Trust by Administrator.

 

7.

DURATION AND TERMINATION. (a) This Agreement shall become effective on the date first written above. Unless sooner terminated as provided in this Section 7(a), this Agreement shall continue in effect until August 31, 2022. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year, provided that such continuance is specifically approved at least annually (a) by a vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or “interested persons” of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trust’s Board of Trustees or by a vote of a “majority of the outstanding voting securities” of the Trust; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees or a vote of a “majority of the outstanding voting securities” of the Trust, on sixty (60) days prior written notice to Administrator or by Administrator at any time, without the payment of any penalty, on sixty (60) days prior written notice to the Trust. (As used in this Agreement, the terms “majority of the outstanding voting securities” and “interested persons” shall have the same meaning as such terms have in the 1940 Act. Upon termination of this Agreement, the Trust shall pay to Administrator such compensation and any documented and agreed upon

 

12


  out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. The Trust and EIM each agree to waive their rights to prior written notice of termination of the Prior Mutual Funds Service Agreement provided in Section 7 of such agreement.

 

8.

NON-EXCLUSIVITY. The services of Administrator to the Trust are not to be deemed to be exclusive, and Administrator will be free to render similar services to others and to engage in other activities so long as the services provided hereunder by Administrator are not impaired. It is understood and agreed that the directors, officers and employees of Administrator are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors/trustees, or employees of any other firm or corporation.

 

9.

NOTICES. Any notice required or permitted hereunder shall be in writing and shall be deemed effective on the date of personal delivery (by private messenger, courier service or otherwise) or upon confirmed receipt of telex or facsimile, whichever occurs first, or upon receipt, if by mail to the parties at the following address (or such other address as a party may specify by notice to the other):

If to the Trust:

EQ Advisors Trust

1290 Avenue of the Americas – 16th Floor

New York, NY 10104

Attention: William T. MacGregor

Fax: (212) 707-7350

If to Administrator:

Equitable Investment Management, LLC

1290 Avenue of the Americas – 16th Floor

New York, NY 10104

Attention: Steven Joenk

Fax: (212) 707-7348

 

13


If to EIM:

Equitable Investment Management Group, LLC

1290 Avenue of the Americas – 16th Floor

New York, NY 10104

Attention: Steven Joenk

Fax (212) 707-7348

 

10.

WAIVER. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.

 

11.

FORCE MAJEURE. In the event Administrator is unable to perform its obligations or duties under the terms of this Agreement because of any act of God, strike, riot, act of war, equipment failure, power failure or damage or other causes reasonably beyond its control, Administrator shall not be liable for any loss, damage, cost, charge, counsel fee, payment, expense or liability to any other party (whether or not a party to this Agreement) resulting from such failure to perform its obligations or duties under this Agreement or otherwise from such causes. This provision, however, shall in no way excuse Administrator from liability to the Trust for any and all losses, damages, costs, charges, counsel fees, payments and expenses, except for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits), incurred by the Trust due to the non-performance or delay in performance by Administrator of its duties and obligations under this Agreement if such non-performance or delay in performance could have been reasonably prevented by Administrator through back-up systems and other procedures commonly employed by other administrators in the mutual fund industry, provided that Administrator shall have the right, at all times, to mitigate or cure any losses.

 

12.

AMENDMENTS. This Agreement may be modified or amended from time to time by mutual written agreement between the parties, provided that any material modification or amendment is approved as set forth in Section 7(a) of this Agreement. No provision of this Agreement may be changed, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

 

14


13.

SEVERABILITY. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

 

14.

GOVERNING LAW. This Agreement shall be governed by the substantive laws of the State of New York.

 

15.

MISCELLANEOUS. In performing its services hereunder, Administrator shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Trust and its custodians, officers and directors, investors, agents and other service providers which Administrator reasonably believes to be genuine, valid and authorized. Administrator shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Trust, as necessary or appropriate.

 

16.

CONFIDENTIALITY. Administrator agrees that, except as otherwise required by law or in connection with any required disclosure to an insurance or other regulatory authority or for purposes of performing its obligations hereunder, it will keep confidential all records and information in its possession relating to the Trust or its shareholders and will not disclose any confidential information except at the request or with the written consent of the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.

 

  EQ ADVISORS TRUST    

EQUITABLE INVESTMENT

MANAGEMENT, LLC

  By:  

/s/ Brian Walsh

    By:  

/s/ Michal Levy

    Brian Walsh       Michal Levy
    Chief Financial Officer and Treasurer       Executive Vice President and Chief Operating Officer

 

15


Solely for purposes of Sections 1, 6, and 7 hereof:

EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC

 

By:  

/s/ Kenneth Kozlowski

  Kenneth Kozlowski
  Executive Vice President and Chief Investment Officer

 

16


EQ Advisors Trust

SCHEDULE A

Fees and Expenses

Trust Administration, Accounting and Compliance Fees

 

Single-Advised Portfolios

 

The greater of $30,000 per Portfolio or 0.100% of the first $30 billion; 0.0975% of the next $10 billion; 0.0950% of the next $5 billion; 0.0775% of the next $10 billion; 0.0750% of the next $30 billion; and 0.0725% thereafter (based on aggregate average daily net assets of the Single-Advised Portfolios)

1290 VT Convertible Securities

1290 VT DoubleLine Dynamic Allocation

1290 VT DoubleLine Opportunistic Bond

1290 VT Equity Income

1290 VT GAMCO Mergers & Acquisition

1290 VT GAMCO Small Company Value

1290 VT Low Volatility Global Equity

1290 VT Multi-Alternative Strategies

1290 VT Natural Resources

1290 VT Real Estate

1290 VT SmartBeta Equity

1290 VT Socially Responsible

EQ/AB Short Duration Government Bond

EQ/American Century Mid Cap Value

EQ/Capital Group Research

EQ/ClearBridge Large Cap Growth

EQ/Common Stock Index

EQ/Core Bond Index

EQ/Equity 500 Index

EQ/Fidelity Institutional AM® Large Cap

EQ/Franklin Rising Dividends

EQ/Franklin Strategic Income

EQ/Goldman Sachs Mid Cap Value

EQ/Intermediate Government Bond

EQ/International Equity Index

  

EQ/Invesco Comstock

EQ/Invesco Global

EQ/Invesco Global Real Assets

EQ/Invesco International Growth

EQ/Janus Enterprise

EQ/JPMorgan Value Opportunities

EQ/Large Cap Growth Index

EQ/Large Cap Value Index

EQ/Lazard Emerging Markets Equity

EQ/Long-Term Bond

EQ/Loomis Sayles Growth

EQ/MFS International Growth

EQ/MFS International Intrinsic Value

EQ/MFS Mid Cap Focused Growth

EQ/MFS Technology

EQ/MFS Utilities Series

EQ/Mid Cap Index

EQ/Money Market

EQ/PIMCO Global Real Return

EQ/PIMCO Real Return Portfolio

EQ/PIMCO Total Return Portfolio

EQ/PIMCO Ultra Short Bond

EQ/Small Company Index

EQ/T. Rowe Price Growth Stock

EQ/T. Rowe Price Health Sciences

EQ/Value Equity

EQ/Wellington Energy

 

A-1


Hybrid, ATM and Allocation Portfolios*

 

The greater of $32,500 per Portfolio or 0.140% of the average daily net assets of the Portfolios for the first $60 billion; 0.110% of the next $20 billion; 0.0875% of the next $20 billion; 0.0775% of the next $20 billion; 0.0750% of the next $20 billion; and 0.0725% thereafter (based on aggregate average daily net assets of the Hybrid Portfolios, ATM and Allocation Portfolios and the Portfolios of EQ Premier VIP Trust)

1290 VT High Yield Bond

1290 VT Micro Cap

1290 VT Moderate Growth Allocation

1290 VT Small Cap Value

ATM International Managed Volatility

ATM Large Cap Managed Volatility

ATM Mid Cap Managed Volatility

ATM Small Cap Managed Volatility

EQ/500 Managed Volatility

EQ/International Managed Volatility

EQ/2000 Managed Volatility

EQ/400 Managed Volatility

EQ/AB Dynamic Aggressive Growth

EQ/AB Dynamic Growth

EQ/AB Dynamic Moderate Growth

EQ/AB Small Cap Growth

EQ/Aggressive Growth Strategy

EQ/All Asset Growth Allocation

EQ/American Century Moderate Growth Allocation

EQ/AXA Investment Managers Moderate Allocation

EQ/Balanced Strategy

EQ/ClearBridge Select Equity Managed Volatility

EQ/Conservative Growth Strategy

EQ/Conservative Strategy

EQ/Emerging Markets Equity PLUS

EQ/First Trust Moderate Growth Allocation

  

EQ/Franklin Growth Allocation

EQ/Franklin Moderate Allocation

EQ/Franklin Small Cap Value Managed Volatility

EQ/Global Equity Managed Volatility

EQ/Goldman Sachs Growth Allocation

EQ/Goldman Sachs Moderate Growth Allocation

EQ/Growth Strategy

EQ/International Core Managed Volatility

EQ/International Value Managed Volatility

EQ/Invesco Moderate Allocation

EQ/Invesco Moderate Growth Allocation

EQ/JPMorgan Growth Allocation

EQ/Large Cap Core Managed Volatility

EQ/Large Cap Growth Managed Volatility

EQ/Large Cap Value Managed Volatility

EQ/Mid Cap Value Managed Volatility

EQ/Moderate Growth Strategy

EQ/Morgan Stanley Small Cap Growth

EQ/Quality Bond PLUS

EQ/Ultra Conservative Strategy

Multimanager Aggressive Equity

Multimanager Core Bond

Multimanager Technology

 

*

Assets of these Portfolios are not included in the calculation of the single-advised Portfolio asset based fee.

 

A-2


SCHEDULE B

GENERAL DESCRIPTION OF TRUST ADMINISTRATION

AND COMPLIANCE SERVICES

 

I.

General

 

  A.

Supervise and coordinate all matters relating to the ordinary operations of the Trust and the Funds, including coordinating and managing the work relationships among the service providers to the Trust, to include the Adviser, custodian, transfer agent, dividend disbursing agent, distributor, independent public accountants, legal counsel and other parties performing services or operational functions for the Trust or the Funds.

 

  B.

Identify, investigate and, with appropriate approval of the Board, select and oversee service companies to conduct certain operations of the Trust, including the Trust’s custodian, transfer agent, dividend disbursing agent, distributor, independent public accountants and legal counsel.

 

  C.

Perform Trust operational management, including development of control procedures and monitor the performance of all service providers to the Trust.

 

  D.

Subject to the supervision of the Board of Trustees as required, propose and carry out policies, particularly in the area of operational problem inquiry and resolution, such as potential/actual compliance violations, valuation of complex securities or those trading in problematic markets, and Trust share valuation errors.

 

  E.

Provide such other services and assistance relating to the affairs of the Trust as the Trust or the Adviser may, from time to time, reasonably request.

 

B-1


II.

Financial and Tax Reporting

 

  A.

Prepare management reports and Board of Trustees materials, such as unaudited financial statements and summaries of dividends and distributions.

 

  B.

Report Trust performance to outside services as directed by Trust management.

 

  C.

Calculate dividend and capital gain distributions in accordance with distribution policies detailed in the Trust’s Prospectus(es) or Board resolutions. Assist Trust management in making final determinations of distribution amounts.

 

  D.

The Trust will advise Administrator of the declaration of any dividend or distribution and the record and payable date thereof at least five (5) days prior to the record date; and Administrator will make appropriate credits to each shareholder’s account.

 

  E.

Prepare on a timely basis the following filings for review by appropriate persons, including but not limited to officers of the Trust or the Adviser, or legal counsel to the Trust, and file such filings with the SEC upon receipt of approval from such person or persons:

 

  (i)

Rule 24f-2 Notice (and all similar state filings, if required by the states). Administrator shall not be responsible for preparing any legal opinions required in connection with Rule 24f-2 Notices; and

 

  (ii)

Form N-CSR.

 

  F.

Prepare and coordinate printing of Trust’s semi-annual and annual reports to shareholders and file such reports with the appropriate regulatory agencies. Notwithstanding the foregoing, Administrator shall not be responsible for preparing the “President’s Letters” or the “Management’s discussion of each Fund’s performance” but shall review the text of the “President’s Letters” and “Management’s discussion of which Fund’s performance” (which shall also be subject to review by the Trust’s legal counsel).

 

  G.

Prepare for review and approval by the Trust’s officers financial information for the Trust’s semi-annual and annual reports, proxy statements and other

 

B-2


  communications required or otherwise sent to the Trust’s shareholders (and their contractowners) and arrange, if requested, for the printing and dissemination of such reports and communications.

 

  H.

Provide financial information, and prepare pro forma financial information as necessary, for Trust proxies and prospectuses including expense table.

 

  I.

File copies of financial reports to shareholders with the SEC under Rule 30b2-1.

 

  J.

Estimate and recommend year-end dividend and capital gain distributions necessary for each Fund to avoid the excise tax on undistributed income of a regulated investment company (“RIC”) under Section 4982 of the Internal Revenue Code of 1986, as amended (the “Code”).

 

  K.

Prepare, in consultation with the Trust’s independent public accountant and other appropriate persons, and file, as necessary, the following tax documents:

 

  (i)

Fiscal and excise tax provisions in accordance with the Internal Revenue Code and applicable rules and regulations;

 

  (ii)

Federal (Form 1120-RIC), state income tax return for state of incorporation (or additional states as agreed, subject to additional fees) and excise tax returns (Form 8613) (including filings by extended due dates) and file;

 

  (iii)

All applicable data required for year end shareholder reporting requirements, such as income by state, income by country, treasury income;

 

  (iv)

All items regarding liquidations or mergers, including completion of the final tax provisions, returns and calculations of all tax attributes;

 

  (v)

Return of Capital Statement of Position (ROC SOP) disclosure;

 

  (vi)

Tax Footnote disclosure that involves tax cost of investments, ROC SOP reclassification, tax character of distributions (comparative table prior year and current year), distributable earnings, capital loss carry forward (and if applicable, post October loss); and

 

B-3


  (vii)

60 day notice information required by the Tax Code for foreign tax credit, long-term capital gain designation, tax exempt income, dividend received deduction, qualified dividend income, qualified interest income, and qualified short-term gain.

 

  L.

Obtain all information concerning foreign tax filings prepared and filed in foreign jurisdictions necessary for Administrator to perform its obligations under this Agreement.

 

  M.

Provide Form 1099-MISC to persons other than corporations (i.e., Trustees) to whom the Trust paid more than $600 during the year.

 

III.

Fund Compliance

Administrator shall provide the following compliance services in conjunction with the Adviser’s obligations pursuant to its Investment Advisory Agreement with the Trust and all applicable laws.

 

  A.

At the direction of the Trust’s Chief Compliance Officer (“CCO”), create, review, maintain and update as required from time to time (including to reflect any amendments to Rule 38a-1) written policies, procedures, reports, Board presentations, annual reviews and other records comprising the Trust’s Compliance Program.

 

  B.

At the direction of the Trust’s CCO, conduct, as needed in response to significant compliance events, changes in business arrangements and regulatory developments and, in no event less than annually, a review of the Trust’s Compliance Program which will include a review of the adequacy of the policies and procedures and the effectiveness of their implementation.

 

  C.

Monitor and periodically test, including on required quarterly testing dates, each Portfolio’s compliance with the requirements of Section 817(h) of the Code and applicable Treasury Regulations.

 

B-4


  D.

At the direction of the Trust’s CCO, assist in the preparation of an annual written report to the Board that, at a minimum, addresses:

 

  (i)

The CCO’s assessment of the operation of the policies and procedures of the Trust and each investment adviser (including any sub-advisers), principal underwriter, administrator and transfer agent of the Trust;

 

  (ii)

Each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report;

 

  (iii)

The CCO’s assessment of the adequacy of the policies and procedures and the effectiveness of their implementation; and

 

  (iv)

Any follow-up items, analyses or reports requested by the Board.

 

  E.

Monitor and periodically test each Fund’s compliance with investment restrictions (e.g., issuer or industry diversification, etc.) listed in the current Prospectus or that otherwise apply to the Trust and its Funds.

 

  F.

Monitor and periodically test, including on required quarterly testing dates, each Fund’s compliance with the requirements of Section 851 of the Code and applicable Treasury Regulations for qualification as a RIC.

 

  G.

Monitor each investment sub-adviser’s compliance with Board directives and Fund policies and procedures such as “Approved Issuers Listings for Repurchase Agreements”, Rule 17a-7, Rule 17e-1 and Rule 12d-3 procedures.

 

  H.

Assist with the administration of the Trust’s Code of Ethics and prepare and distribute quarterly requests for “Securities Transaction Reports” to the Trust’s Trustees and Officers and “access persons” under the terms of the Trust’s Code of Ethics and SEC regulations, and review responses thereto.

 

  I.

Prepare, distribute, and utilize in compliance training sessions, comprehensive compliance materials, including compliance manuals and checklists, subject to review and comment by the Trust’s legal counsel and develop or assist in developing guidelines and procedures to improve overall compliance by the Trust and its various agents.

 

B-5


  J.

Provide compliance support for intermediary agreements that pertain to the Trust, such as shareholder service or similar agreements.

 

  K.

Subject to the approval of the Board, make available a qualified person to act as the Trust’s Anti-Money Laundering Compliance Officer who is competent and knowledgeable regarding the anti-money laundering rules and regulations applicable to the Funds, and assist with the administration of the Trust’s Anti-Money Laundering Program.

 

  L.

Assist the Trust’s CCO in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Trust, and otherwise provide support services to the CCO in the creation, implementation and ongoing monitoring of the Trust’s Compliance Program.

 

IV.

Regulatory Affairs and Corporate Governance

 

  A.

Prepare, review and file post-effective amendments to the Trust’s registration statement and supplements as needed with respect to the currently existing Funds only. Prepare, as necessary and in consultation with legal counsel to the Trust, and file letters responding to SEC staff comments.

 

  B.

Assist with the layout and printing of prospectuses and supplements and coordinate the distribution of prospectuses and supplements.

 

  C.

Coordinate gathering of proxy voting information pertaining to proxy votes on Fund holdings and coordinate the drafting and filing of the Funds’ proxy voting record information (as approved by the Adviser) on Form N-PX.

 

  D.

Prepare, in consultation with legal counsel to the Trust, SEC exemptive order requests and no-action letter requests as deemed necessary or appropriate.

 

  E.

Prepare and administer the following materials in connection with shareholder meetings:

 

  (i)

Prepare proxy materials in conjunction with legal counsel to the Trust and file such materials with the SEC;

 

  (ii)

Coordinate the printing and distribution of proxy materials;

 

B-6


  (iii)

Coordinate record holder research and tabulation;

 

  (iv)

Prepare for, attend and prepare minutes of shareholder meetings; and

 

  (v)

Administer shareholder meetings;

 

  F.

Manage and coordinate all Board meetings, including (i) prepare Board books and collect background information, reports and data from appropriate parties to prepare Board books; (ii) coordinate Board book production and distribution, (iii) subject to review and approval by legal counsel, prepare Board meeting and Board Committee meeting agendas, resolutions, and minutes, (iv) assist the Board by gathering industry and Fund information related to annual contract renewals and approval of Fund-related plans, policies and procedures; (v) attend Board meetings and record the minutes; (vi) coordinate with third parties regarding the preparation and scheduling of presentations and reports to the Board; (vi) render to the Board such periodic or special reports as the Board may reasonably request; and (vii) perform such other Board meeting functions as agreed from time to time.

 

  G.

Follow up on matters related to Administrator’s responsibilities under this Agreement that are raised at all Board meetings.

 

  H.

Assist in the preparation and distribution of Trustee/Officer Questionnaires; assist in the review of completed Questionnaires.

 

  I.

In coordination with the Adviser, make reports and recommendations to the Board concerning the administrative and operational performance of each of the investment sub-advisers and other service providers for the Trust, as the Board may reasonably request.

 

  J.

Assist the Trust and the Funds in obtaining and maintaining fidelity bonds and directors and officers/errors and omissions insurance coverage in accordance with applicable 1940 Act rules; submit any related regulatory filings or notices; and monitor the Funds’ fidelity bond(s) to ensure compliance with applicable laws.

 

  K.

Prepare and update documents, such as trust document, by-laws, and foreign qualification filings.

 

B-7


  L.

Provide support and counsel with respect to routine regulatory examinations or investigations of the Trust and work closely with the Trust’s legal counsel in response to any non-routine regulatory matters. Also, coordinate all communications and data collection with regard to any regulatory examinations and yearly audits by independent accountants.

 

  M.

Maintain general corporate calendar.

 

  N.

Maintain corporate records on behalf of the Trust, including minute books and the trust document and by-laws.

 

  O.

When requested provide consultation on regulatory matters relating to portfolio management, Trust operations and any potential changes in each Fund’s investment policies, operations or structure.

 

  P.

Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect each Fund; update the Board and the Adviser on those developments and provide related planning assistance where reasonably requested or appropriate.

 

  Q

Provide non-investment related statistical and research data and such other reports, evaluations and information as the Trust may request from time to time.

 

  R.

Prepare and file such other regulatory filings as the Trust currently may be required to file with the SEC or other regulatory body not mentioned above.

 

V.

Administration

 

  A.

Subject to the approval of the Board, make available qualified persons who are competent and knowledgeable regarding the management and internal controls of the Trust to serve as the Trust’s officers.

 

  B.

Prepare, propose and monitor the Trust budget, including prepare Trust, portfolio or class expense projections, establish accruals and review on a periodic basis, including expenses based on a percentage of average daily net assets (e.g., management, advisory and administrative fees) and expenses based on actual charges annualized and accrued daily (audit fees, registration fees, directors’ fees, etc.).

 

B-8


  C.

For new Funds and classes, obtain Employer or Taxpayer Identification Number and CUSIP numbers, as necessary. Estimate organizational costs and expenses and monitor against actual disbursements.

 

  D.

Arrange for and monitor, if directed by the appropriate Trust officers, the payment of the Trust’s and each Fund’s or class’ expenses (pursuant to the Trust’s Rule 18f-3 Plan).

 

V.

Transfer Agency

 

  A.

Oversee and coordinate with the Trust’s transfer agent regarding the maintenance of shareholder records and receive and analyze reports, explanations and other information from the transfer agent regarding the maintenance of shareholder records.

 

  B.

Oversee the processing of shareholder transactions, including the processing of purchase, redemption, exchange or transfer orders, and receive and analyze reports and other information from the transfer agent regarding the processing of shareholder transactions. Assist and coordinate with the transfer agent regarding the resolution of inquiries related to shareholder transaction processing.

 

  C.

Oversee the provision of shareholder services, including monitoring the call center maintained by the transfer agent and coordinating with the transfer agent regarding responses to shareholder inquiries. Monitor and assess the quality of shareholder services provided and receive reports and other information from the transfer agent regarding shareholder services.

 

  D.

Oversee the administration and implementation of the Trust’s Anti-Money Laundering Program and other relevant compliance and other procedures of the Trust by the transfer agent, including receiving reports and other information regarding anti-money laundering control procedures. The Trust’s Anti-Money Laundering Compliance Officer will coordinate with the transfer agent in preparing required certifications regarding the Trust’s Anti-Money Laundering Program.

 

B-9


SCHEDULE C

DESCRIPTION OF TRUST ACCOUNTING SERVICES

 

I.

General Description

Administrator shall provide the following accounting services to the Trust:

 

  A.

Maintain the following books and records for the Trust’s assets in accordance with U.S. generally accepted accounting principles:

 

  (i)

journals containing an itemized daily record of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits;

 

  (ii)

general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received;

 

  (iii)

separate ledger accounts; and

 

  (iv)

a monthly trial balance of all ledger accounts (except shareholder accounts).

 

  B.

Reconcile, from time to time but no less frequently than quarterly, its records of securities positions and cash and/or currency balances of each Fund to the records of the custodian for that respective Fund, and perform similar reconciliations to the relevant source with respect to other material investment assets or liabilities.

 

  C.

Update the Trust’s books and records to reflect, on an aggregate basis, the purchase, redemption or exchange of Fund shares.

 

C-1


  D.

Calculate for each Fund, to the extent applicable, performance fees, fee waivers, expense caps or expense collars.

 

  E.

Calculate the net asset value of each Fund, or class of such Fund, in accordance with the Trust’s prospectus, the 1940 Act and the valuation procedures adopted by the Board.

 

  F.

Perform the following functions, to the extent necessary, on a daily basis in connection with calculating net asset value:

 

  (i)

recording all security transactions including appropriate gains and losses from the sale of Fund securities;

 

  (ii)

recording each Fund’s (or class of such Fund) capital share activities based upon the purchase, redemption or exchange of Fund shares reported by the transfer agent;

 

  (iii)

recording interest income, amortization/accretion income and dividend income;

 

  (iv)

accruing Fund (or class) expenses;

 

  (v)

recording all corporate actions affecting securities held by each Fund;

 

  (vi)

determining the outstanding receivables and payables for all (1) security trades, (2) purchase, redemption or exchange of Fund shares; and (3) income and expense accounts;

 

  (vii)

obtaining security prices from independent pricing services, or if such quotes are unavailable, obtaining such prices from the appropriate party identified by the Board or its designee; and

 

C-2


  (viii)

following directions from the Adviser, or other entity designated by the Board, with respect to the fair valuation of assets of the Fund.

 

  G.

Transmit, on a daily basis and at a time to be agreed upon by the relevant parties, a record of the priced securities and the confirmed net asset value of each Fund, or class of such Fund, to the Adviser, the transfer agent and to such other entities as directed by the Trust.

 

  H.

Account for dividends and interest received and distributions made by the Trust and, as necessary, compute each Fund’s net income and capital gains, dividend payables, dividend factors and agreed upon rates and yields.

 

  I.

Monitor for errors in the net asset value of each Fund, or class of such Fund, report any such errors to the Adviser and the Board, and address any such errors in accordance with the requirements of the 1940 Act, and any rule or regulation thereunder, and with the policies and procedures adopted by the Board.

 

  J.

Coordinate with and provide reasonable assistance to the Trust’s independent auditors with respect to the annual audit and as otherwise requested by the Trust.

 

  K.

Consult with the Trust’s officers, independent public accountants and other appropriate persons in establishing the accounting policies of the Trust.

 

  L.

As mutually agreed upon, Administrator will provide domestic and/or international reports.

 

C-3


Fund Sub-Services Agreement bet. EIM and JPMorgan

Exhibit (h)(2)(i)

 

LOGO

 

Equitable Investment Management, LLC Fund Sub-Services Agreement - August 2021


LOGO

TABLE OF CONTENTS

SECTION

 

1.  INTENTION OF THE PARTIES; DEFINITIONS

     1  
1.1      Intention of the Parties      1  
1.2      Definitions; Interpretation      1  

2.  WHAT J.P. MORGAN IS REQUIRED TO DO

     4  
2.1      The Services      4  
2.2      No Duty to Monitor Compliance      4  
2.3      No Responsibility for Tax Returns      5  
2.4      Storage of Records.      5  
2.5      Compliance with Laws and Regulations.      5  
2.6      Change Control.      5  

3.  INSTRUCTIONS

  
3.1      Acting on Instructions; Method of Instruction; and Unclear Instructions.   
3.2      Verification and Security Procedures.   
3.3      Instructions Contrary To Applicable Law/Market Practice.       
3.4      Cut-Off Times.   
3.5      Electronic Access.   

4.  FEES AND EXPENSES OWING TO J.P. MORGAN

     6  
4.1      Fees and Expenses.      6  

5.  ADDITIONAL PROVISIONS

     7  
5.1      Representations of the Customer and J.P. Morgan.      7  
5.2      The Customer to Provide Certain Information to J.P. Morgan.      7  
5.3      Information Used to Provide the Service.      7  

6.  WHERE J.P. MORGAN IS LIABLE TO THE CUSTOMER OR THE FUNDS

     7  
6.1      Standard of Care; Liability.      7  
6.2      Force Majeure.      9  
6.3      J.P. Morgan May Consult with Counsel.      10  
6.4      Limitations of J.P. Morgan’s Liability.   

7.  TERM AND TERMINATION

     10  
7.1      Term and Termination.      10  
7.2      Other Grounds for Termination.      10  
7.3      Consequences of Termination.      11  
7.4      Transition following Termination.      11  

8.  MISCELLANEOUS

     11  
8.1      Notices.      11  
8.2      Successors and Assigns.      12  
8.3      Entire Agreement.      12  
8.4      Insurance.      12  
8.5      Governing Law and Jurisdiction.      12  
8.6      Severability; Waiver; and Survival.      13  
8.7      Confidentiality.      13  
8.8      Use of J.P. Morgan’s Name.      14  
8.9      Delegation.   
8.10      Counterparts.      15  
8.11      No Third Party Beneficiaries.      15  

SCHEDULE 1 SUB-ACCOUNTING AND NAV CALCULATION SERVICES

   17  

APPENDIX A NET ASSET VALUE ERROR CORRECTION POLICY AND PROCEDURES

   21  

SCHEDULE 2 FUND SUB-ADMINISTRATION SERVICES

   23  

SCHEDULE 3 REMUNERATION

   25  

ANNEX A ELECTRONIC ACCESS

   26  

 

 

Equitable Investment Management, LLC Fund Sub-Services Agreement [            ], 2021

Page i


FUND SUB-SERVICES AGREEMENT

This Agreement, effective August 1, 2021, is between Equitable Investment Management, LLC, a Delaware limited liability company whose principal place of business is at 1290 Avenue of the Americas, New York, New York 10104 (the “Customer”) and JPMORGAN CHASE BANK, N. A. with a place of business at One Beacon Street, Boston, Massachusetts 02108 (“J.P. Morgan”).

 

1.

Intention of the Parties; Definitions

 

  1.1

Intention of the Parties

 

  (a)

The Customer is the administrator to EQ Advisors Trust, a series trust registered under the Investment Company Act of 1940, with the purpose of investment of its assets in certain types of securities and instruments, as more fully described in its Registration Statement, as amended from time to time.

 

  (b)

The Customer has requested J.P. Morgan to provide Sub-Accounting and NAV Calculation Services and Fund Sub-Administration Services, with respect to the Funds, which J.P. Morgan has agreed to do subject to the terms and conditions appearing in this Agreement and the Schedules. J.P. Morgan will be responsible for the performance of only those duties set forth in this Agreement.

 

  1.2

Definitions; Interpretation

 

  (a)

As used in this Agreement and the Schedules and Appendices to this Agreement, the following terms have the meaning hereinafter stated.

“Sub-Accounting and NAV Calculation Services” means the services described in Schedule 1.

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Affiliate” means an entity controlling, controlled by, or under common control with, J.P. Morgan or Customer, as the case may be.

“Applicable Law” means any applicable statute (including the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (“1933 Act”) and the Securities Exchange Act of 1934, as amended, (“1934 Act”)), treaty, rule, regulation or common law and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity.

 

Equitable Investment Management, LLC Fund Sub-Services Agreement - August 2021

1


“Authorized Person” means any person who has been designated by the Customer (or by any agent designated by the Customer) to act on behalf of Customer or the Funds under this Agreement and any person who has been given an access code by a security administrator appointed by the Customer which allows the provision of instructions. Such persons will continue to be Authorized Persons until such time as J.P. Morgan receives, and has had reasonable time to act upon, instructions from the Customer (or its agent) that any such person is no longer an Authorized Person.

“Board” means the board of trustees of the Funds.

Change” has the meaning given in Section 2.6.

Change Control” means the process set out in Section 2.6.

Change Request” has the meaning given in Section 2.6.

Confidential Information” means and includes all non-public information concerning the Customer and/or the Funds which J.P. Morgan receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than J.P. Morgan’s breach of the terms of this Agreement or information which J.P. Morgan develops independently without using the Confidential Information or obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidence to any person with respect to that information.

“Distributor” means any entity or structure, the purpose of which is to make the shares of the Funds available to the public (e.g., broker-dealers; fund of funds; wrap accounts).

“Fees” means the payments described in Article 4, to be made by the Customer to J.P. Morgan for the Services.

Fund Sub-Administration Services” means the services described in Schedule 2.

Fund(s) means each series of EQ Advisors Trust as described in the Registration Statement.

Investment Adviser” means any person or entity appointed as investment adviser or manager of any of the Funds, in accordance with the Registration Statement.

“J.P. Morgan Indemnitees” means J.P. Morgan, its Affiliates, and their respective nominees, directors, officers, employees and agents.

 

Equitable Investment Management, LLC Fund Sub-Services Agreement - August 2021

2


Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on J.P. Morgan’s income) or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).

“1940 Act” means the Investment Company Act of 1940, as amended.

OTC Derivative Contract” means any contract of a type that J.P. Morgan, acting reasonably, determines to be an over-the-counter derivative.

Prospectus” means the prospectus of the applicable Fund as supplemented, updated or amended from time to time.

Registration Statement” means the registration statement on Form N-1A of EQ Advisors Trust, filed under the 1933 Act and the 1940 Act, as amended or supplemented, updated or amended from time to time.

SAI” means the Statement of Additional Information of the Funds as supplemented, updated or amended from time to time.

“SEC” means the United States Securities and Exchange Commission.

Service Commencement Date” means the first date on which J.P. Morgan is entitled to receive fees under this Agreement.

Services” means the Sub-Accounting and NAV Calculation Services and Fund Sub-Administration Services.

“Share Transaction” means a purchase, redemption, or exchange transaction of Shares.

Shareholder Records” means the records maintained by the Transfer Agent containing information concerning the Shareholders and Share Transactions.

Shares” means the shares issued by the Funds.

Shareholder” means a holder of Shares.

 

  (b)

Headings are for reference and convenience only and are not intended to affect interpretation.

 

  (c)

References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear.

 

  (d)

Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of

 

Equitable Investment Management, LLC Fund Sub-Services Agreement - August 2021

3


  the generic masculine pronoun shall include the feminine; use of the term “including” shall be deemed to mean “including but not limited to,” and references to appendices and numbered sections shall be to such addenda and provisions herein; all such addenda are hereby incorporated in this Agreement by reference.

 

2.

What J.P. Morgan is Required to Do

 

  2.1

The Services

 

  (a)

The Customer hereby appoints J.P. Morgan to act as sub-administrator, and to provide the Services, with respect to each of the Funds and J.P. Morgan agrees to act as sub-administrator, and to provide the Services, with respect to the Funds (subject to any limitations notified by the Customer to J.P. Morgan in writing and subject to any requirements or restrictions imposed on the performance of such functions by any statutory provisions for the time being in force), until this Agreement is terminated as hereinafter provided.

 

  (b)

J.P. Morgan shall act as agent of the Customer and/or the Funds solely with respect to the duties of J.P. Morgan described in this Agreement.

 

  (c)

The Customer acknowledges that J.P. Morgan is not providing any legal, tax or investment advice in providing the Services. J.P. Morgan acknowledges that it has an obligation of care with regard to the preparation of the tax reporting included in the Services.

 

  2.2

No Duty to Monitor Compliance

Each party hereto acknowledges that the duty of J.P. Morgan in its capacity as the provider of any of the Services shall not constitute a duty to monitor the compliance of any other party hereto or their delegates or any other person whatsoever (other than J.P. Morgan or any of its Affiliates or sub-contractor) with any restriction or guideline imposed on any of the Funds or the Investment Adviser by the Registration Statement and any other document, or by law or regulation or otherwise with regard to any of the Funds or the Investment Adviser, except as expressly set forth in this Agreement and further, that the duties of J.P. Morgan in its capacity as the provider of any of the Services, shall not extend to enforcing compliance of any of the Funds, the Investment Adviser, their respective delegates or any other person whatsoever (other than J.P. Morgan or any of its Affiliates or sub-contractor) with any such restrictions or guidelines.

 

Equitable Investment Management, LLC Fund Sub-Services Agreement - August 2021

4


  2.3

No Responsibility for Tax Returns

Notwithstanding anything herein to the contrary, while J.P. Morgan shall provide the Customer with information regarding taxable events in the United States in relation to the Funds, J.P. Morgan is not responsible for preparing or filing any tax reports or returns on behalf of the Shareholders or the Funds except as expressly set forth in this Agreement.

 

  2.4

Storage of Records.

To the extent permitted by Applicable Law, J.P. Morgan is authorized to maintain all accounts, registers, corporate books and other documents on magnetic tape or disc, or on any other mechanical or electronic system; provided that they are capable of being reproduced in legible form in accordance with Applicable Law. Where any Authorized Person, including any Fund’s auditor, wishes to inspect such documents maintained by J.P. Morgan, J.P. Morgan shall provide legible documents, for the discharge of the Fund’s and its auditors’ legal and regulatory duties.

 

  2.5

Compliance with Laws and Regulations.

J.P. Morgan will comply with Applicable Law in the United States with respect to the provision of the Services.    J.P. Morgan is not responsible in any way for Customer’s compliance or the Funds’ compliance (or for causing Customer or the Funds to comply) with any Applicable Law.

 

  2.6

Change Control.

 

  (a)

If either party wishes to propose any amendment or modification to, or variation of, the Services (including the scope or details of the Services (a “Change”), then it shall notify the other party of that fact by sending a request (a “Change Request”) to the party, specifying in as much detail as is reasonably practicable the nature of the Change. J.P. Morgan shall maintain a log of all Change Requests.

 

  (b)

Promptly following the receipt of a Change Request, the parties shall agree whether to implement the Change Request, whether the Fees should be modified in light of the change to the Services, and whether and upon what basis J.P. Morgan will be compensated for implementing the Change Request.

 

  (c)

If a change to Applicable Law requires a change to the provision of the Services, the parties shall follow the Change Control processes. J.P. Morgan shall bear its own costs with respect to implementing such a Change Request except that:

 

  (d)

J.P. Morgan shall be entitled to charge the Customer for any changes required as a result of the change in Applicable Law affecting the Customer and/or any of the Funds in a materially different way than it affects J.P. Morgan’s other customers, or which the Customer wishes J.P. Morgan to implement in a way different from what J.P. Morgan reasonably intends to implement for its other customers.

 

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  If the change in Applicable Law results in a change to the Services, or an increase in J.P. Morgan’s risk associated with provision of the Services, J.P. Morgan shall be entitled to make an appropriate increase in the Fees, subject to following the Change Control processes.

 

3.

Electronic Access

 

  3.1

Electronic Access.

Access by the Customer to certain applications or products of J.P. Morgan via J.P. Morgan’s web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Annex A.

 

4.

Fees and Expenses Owing to J.P. Morgan

 

  4.1

Fees and Expenses.

 

  (a)

The Customer will pay J.P. Morgan for the Services under this Agreement the fees as set forth in Schedule 3 hereto, or as otherwise agreed upon in writing between the Customer and J.P. Morgan from time to time.

 

  (b)

In addition to the fees provided for above, the Customer shall be responsible for the payment of all the reasonable fees and disbursements of J.P. Morgan in connection with the establishment, and ongoing business of the Customer and/or any Fund, all governmental or similar fees, charges, taxes, and duties levied in or by any relevant authority in the United States on or in respect of the Customer and/or any Fund which are incurred by J.P. Morgan, and any other customary or extraordinary expenses. The Customer shall reimburse J.P. Morgan for any of the foregoing and for all reasonable out-of-pocket expenses including postage and stationery in connection with mailings to shareholders and expenses of a similar nature as J.P. Morgan may incur in the execution of its duties under this Agreement and the cost of any

 

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  independent pricing service used to obtain securities prices or to act as backup to the primary pricing services in connection with determining the net asset values of the Trust in cases where the Customer directs the use of such services instead of J.P. Morgan’s usual pricing vendors.

 

  (c)

Invoices will be payable within thirty (30) days of the date of the invoice. If the Customer 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.

 

5.

Additional Provisions

 

  5.1

Representations of the Customer and J.P. Morgan.

 

  (a)

The Customer represents and warrants that (i) assuming execution and delivery of this Agreement by J.P. Morgan, this Agreement is the Customer’s legal, valid and binding obligation, enforceable against Customer in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement.

 

  (b)

J.P. Morgan represents and warrants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is J.P. Morgan’s legal, valid and binding obligation, enforceable against J.P. Morgan in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement.

 

  5.2

The Customer to Provide Certain Information to J.P. Morgan.

Upon request, the Customer will promptly provide to J.P. Morgan such information related to the Services, or necessary for J.P. Morgan to perform its customary due diligence, as J.P. Morgan may reasonably request.

 

  5.3

Information Used to Provide the Service.

The Customer agrees with J.P. Morgan that any information the Customer provides to J.P. Morgan pursuant to this Agreement shall be complete and accurate to enable J.P. Morgan to perform its responsibilities pursuant to this Agreement.

 

6.

Where J.P. Morgan is Liable to the Customer or the Funds

 

  6.1

Standard of Care; Liability.

 

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  (a)

J.P. Morgan shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Customer or the Funds, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting,

 

  (i)

from willful malfeasance, bad faith or negligence on J.P. Morgan’s part in the performance of its duties;

 

  (ii)

from reckless disregard by J.P. Morgan of its obligations and duties under this Agreement;

 

  (iii)

from J.P. Morgan’s refusal or failure to comply with the terms of this Agreement; or

 

  (iv)

from the material and adverse breach of any representation or warranty of J.P. Morgan.

In no event shall J.P. Morgan be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if J.P. Morgan has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

  (b)

Subject to Section 6.1(a) above, J.P. Morgan shall not be responsible for, and the Customer shall indemnify and hold J.P. Morgan, its Affiliates, and their respective nominees, directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities incurred by J.P. Morgan, any of its agents, or the Customer’s or the Funds’ agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to:

 

  (i)

any and all actions of J.P. Morgan or its officers or agents required to be taken pursuant to this Agreement;

 

  (ii)

the reliance on or use by J.P. Morgan or its officers or agents of information, records, or documents which are received by J.P. Morgan or its officers or agents and furnished to them by or on behalf of the Customer or the Funds, and which have been prepared or maintained by the Customer or the Funds or any third party on behalf of the Customer or the Funds;

 

  (iii)

the Customer’s refusal to comply with the terms of this Agreement or the Customer’s lack of good faith, or its/their actions or lack thereof, involving negligence or willful malfeasance;

 

  (iv)

the breach of any representation or warranty of the Customer hereunder;

 

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  (v)

the reliance on or the carrying out by J P Morgan or its officers or agents of any proper instructions reasonably believed to be duly authorized;

 

  (vi)

any delays, inaccuracies, errors in or omissions from information or data provided to J.P. Morgan by data, corporate action, or pricing services or securities brokers and dealers;

 

  (vii)

the offer or sale of shares by the Funds in violation of any requirement under the Federal Securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Funds or their service providers and agents other than J.P. Morgan, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Funds prior to the effective date of this Agreement;

 

  (viii)

any failure of the Funds’ Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulation thereunder) and any other Applicable Laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Funds’ Prospectus or SAI;

 

  (ix)

the failure of the Customer or by the Funds and their Distributor to comply with applicable securities, tax, commodities and other laws, rules and regulations, and

 

  (x)

all actions, inactions, omissions, or errors caused by or resulting from the willful malfeasance, bad faith or negligence of third parties to whom J.P. Morgan, the Customer or the Funds has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Customer or by the Funds.

 

  (c)

In performing its services hereunder, J.P. Morgan shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from an Authorized Person, and shall be indemnified by the Customer for any loss or expense caused by such reasonable reliance.

 

  6.2

Force Majeure.

J.P. Morgan will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global business that it determines from time to time meet reasonable commercial standards. To the

 

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extent permitted by Applicable Law, J.P. Morgan will have no liability, however, for any damage, loss, expense or liability of any nature that the Customer or any of the Funds may suffer or incur, caused by an act of God, fire, flood, civil disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (other than on the part of J.P. Morgan or its employees), malfunction of equipment or software (except where such malfunction is primarily and directly attributable to J.P. Morgan’s negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of J.P. Morgan.

 

  6.3

J.P. Morgan May Consult with Counsel.

J.P. Morgan will be entitled to rely on, and may act upon the advice of professional advisors in relation to matters of law, regulation or market practice (which may be the professional advisors of the Customer or the Funds), and shall not be liable to Customer under this Agreement for any action taken or omitted pursuant to such advice provided that J.P. Morgan has acted with reasonable care.

 

7.

Term and Termination

 

  7.1

Term and Termination.

This Agreement shall be in effect for an initial term of one year from the Services Commencement Date (the “Initial Term”). The Agreement will automatically renew for additional one year periods effective from the first anniversary of the date of the end of the Initial Term of this Agreement, unless and until a valid termination notice is given by the Customer or J.P. Morgan at least sixty (60) days prior to the end of the applicable term.

 

  7.2

Other Grounds for Termination.

 

  (a)

In the event of the termination of the custody agreement between J.P. Morgan and the Funds, this Agreement shall terminate effective on the date that the Funds’ assets are transitioned to a successor custodian pursuant to paragraph 9.2 of the custody agreement between J.P. Morgan and the Funds.

 

  (b)

Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following:

 

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  (i)

the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure;

 

  (ii)

the relevant federal or state authority withdrawing its authorization of either party; or

 

  (iii)

the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within 30 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.

 

  7.3

Consequences of Termination.

Termination of this Agreement under the provisions of this Article 7 will be without prejudice to the performance of any party’s obligations under this Agreement with respect to all outstanding transactions at the date of termination.

 

  7.4

Transition following Termination.

As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to J.P. Morgan under this Agreement, J.P. Morgan agrees to transfer such records and related supporting documentation and information as are held by it under this Agreement, to any replacement provider of the Services or to such other person as the Customer may direct. Except as otherwise provided in Section 7.2, J.P. Morgan shall provide the Services until a replacement sub-administrator is in place, subject to the terms and conditions of this Agreement (including Article 4). J.P. Morgan will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as J.P. Morgan customarily charges for such assistance. The Customer undertakes to use its best efforts to appoint a new sub-administrative service provider as soon as possible.

To the extent required by Applicable Law, the provisions of Section 2.4 shall survive Termination of this Agreement.

 

8.

Miscellaneous

 

  8.1

Notices.

Notices pursuant to Article 7 of this Agreement shall be sent or served by

 

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11


registered mail, overnight delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice will not be deemed to be given unless it has been received.

 

  8.2

Successors and Assigns.

This Agreement will be binding on each of the parties hereto and their respective successors and permitted assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except J.P. Morgan may assign this Agreement without Customer’s consent to any Affiliate or subsidiary of J.P. Morgan.

 

  8.3

Entire Agreement.

This Agreement, including the Schedules, Appendices and Annexes, sets out the entire Agreement between the parties in connection with the subject matter hereof, and this Agreement supersedes any other agreement, statement, or representation relating to the Services under this Agreement, whether oral or written. Amendments must be in writing and signed by both parties.

 

  8.4

Insurance.

The Customer acknowledges that J.P. Morgan will not be required to maintain any insurance coverage specifically for the benefit of the Customer or the Funds. J.P. Morgan will, however, provide summary information of its own general insurance coverage, to the Customer upon written request.

 

  8.5

Governing Law and Jurisdiction.

This Agreement will be construed, regulated and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. Either of these courts will have the proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their

 

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convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby.

 

  8.6

Severability; Waiver; and Survival.

 

  (a)

If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

 

  (b)

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

 

  (c)

The parties’ rights, protections, and remedies under this Agreement shall survive its termination.

 

  8.7

Confidentiality.

 

  (a)

Subject to Section 8.7(b), J.P. Morgan will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over J.P. Morgan’s, the Customer’s or Funds’ business, or with the consent of the Customer.

 

  (b)

The Customer authorizes J.P. Morgan to disclose Confidential Information to:

(i)     any service providers and/or vendors to the Funds that J.P. Morgan believes are reasonably required by such person to provide the relevant services;

(ii)     its Affiliates, professional advisors, auditors, and public accountants as necessary to perform the Services or perform risk and managerial oversight, provided that such disclosures are subject to

 

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appropriate obligations of confidentiality; and

(iii)     where requested or required (by any interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other process or by any government regulatory or self-regulatory authority).

If J.P. Morgan is requested to provide Confidential Information pursuant to 8.7(b)(iv), it will provide Customer with prompt notice of any such request or requirement (to the extent legally permissible to do so) so that Customer or the Funds may seek an appropriate protective order or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or receipt of a waiver or otherwise J.P. Morgan is, in the reasonable opinion of its counsel, compelled to disclose Confidential Information, it may disclose that portion of the Confidential Information which its counsel advises it to disclose. In any event, J.P. Morgan will not oppose action by the Customer or the Funds to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information required to be disclosed.    No failure or delay by Customer or the Funds in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude the exercise of any other right, power or privilege hereunder.

 

  (c)

Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions of this Agreement, including, without limitation, any commercial terms, in confidence, except that the Customer may provide a copy of the Agreement to the Funds and the Funds may (i) describe the terms of the Agreement in the Registration Statement as required by Applicable Law and (ii) file the Agreement as an exhibit to the Registration Statement.

 

  8.8

Use of J.P. Morgan’s Name.

The Customer agrees not to use (or permit the use of) J.P. Morgan’s name in any document, publication or publicity material relating to the Customer or the Funds, including but not limited to notices, sales literature, stationery, advertisements, etc., without the prior consent of J.P. Morgan (which consent shall not be unreasonably withheld), provided that no prior consent is needed if the document in which J.P. Morgan’s name is used merely states that J.P. Morgan is acting as sub-administrator to the Funds.

 

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  8.9

Counterparts.

This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

 

  8.10

No Third Party Beneficiaries.

A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.

AS WITNESS the hand of the duly authorized officers of the parties hereto:

 

EQUITABLE INVESTMENT MANAGEMENT, LLC

   

JPMORGAN CHASE BANK, N.A.

By:  

/s/ Michal levy

    By:  

/s/ Gregory Cook

Name: Michal levy     Name: Gregory Cook
Title: Senior Vice President and Chief Operating Officer     Title: Executive Director
Date: August 6, 2021     Date: August 6, 2021

 

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MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT

EQ ADVISORS TRUST

SCHEDULE A

FEES AND EXPENSES

[            ], 2021

Fund Accounting and Fund Administration Services

 

Annual Fixed Charge (non Multi-Managed)

  

Based on average net assets:

  

Fund assets less than $100 million

   $ 15,000  

Fund assets greater than $100 million

   $ 20,000  

Annual Fixed Charge (Multi-Managed)

  

Composite Fee

   $ 2,000  

Per Sleeve Fee

   $ 25,000  

Basis Point Charge

  

Based on average net assets:

  

First $3 billion

     2.00 bp  

Next $3 billion

     1.75 bp  

Next $4 billion

     1.50 bp  

Next $10 billion

     0.89 bp  

Out of Pocket Charges

Equitable Investment Management, LLC (“Administrator”)and/or the Funds will reimburse JPMorgan reasonable out-of-pocket expenses incurred on their behalf.

 

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SCHEDULE 1

Sub-Accounting and NAV Calculation Services

J.P. Morgan will provide the following sub-accounting and NAV calculation services, subject to oversight, review and approval by the Customer.

 

A.

Definitions

 

  1.

Definitions.

As used in this Agreement and the Schedules and Appendices to this Agreement, the following terms have the meaning hereinafter stated:

Accounting Records” means the official books and records which are maintained by or in respect of the Funds in accordance with Applicable Law.

Business Day” means a day on which the New York Stock Exchange is open for Business.

Custodian” means the entity appointed as the custodian of the Funds, as notified by the Customer to J.P. Morgan in writing.

Daily” means, in relation to an activity, that it is repeated on each Business Day.

NAV” means, in relation to any of the Funds, the net asset value per Share for that Fund.

“NAV Error” has the meaning given in Appendix A.

Transfer Agent” means any entity that provides subscription and redemption requests to J.P. Morgan with respect to any shares of the Funds, as notified by the Customer or an Authorized Person to J.P. Morgan in writing.

“Valuation Procedures” means the procedures to be followed by J.P. Morgan with respect to valuation of the Funds’ securities, as agreed by the parties.

 

  2.

Interpretation.

Capitalized terms which are defined in the main body of this Agreement shall be defined as provided in the main body unless otherwise defined in this Schedule.

 

B.

Fund Accounting

 

  1.

Maintenance of Accounting Records.

 

  (a)

J.P. Morgan shall maintain the following Accounting Records in accordance with U.S. generally accepted accounting principles:

 

17


  (i)

journals containing an itemized Daily record of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits;

 

  (ii)

general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received;

 

  (iii)

separate ledger accounts; and

 

  (iv)

a monthly trial balance of all ledger accounts (except shareholder accounts).

 

  (b)

J.P. Morgan shall update the Accounting Records to reflect completed Share Transactions as notified to it by the Transfer Agent on a total aggregate basis.

 

  (c)

J.P. Morgan is not required to calculate performance fees, or performance fee waivers, or collars, except as may be agreed with the Customer.

 

  2.

Distributions.

 

  (a)

Daily Distributing Funds: J.P. Morgan will compute each Fund’s net income and capital gains, dividend payables, dividend factors and agreed upon rates and yields.

 

  (b)

Non-Daily Dividend Funds: J.P. Morgan will record Fund distributions as notified to it by the Customer.

 

  3.

Assistance to Auditors.

J.P. Morgan shall provide reasonable cooperation and assistance to the auditors of the Funds, including without limitation by providing copies of extracts of the Accounting Records and other documentation and information which is maintained by J.P. Morgan on behalf of the Funds as reasonably required by such auditors to carry out their functions. The Customer shall coordinate all requests for assistance by auditors.

 

C.

Fund Valuations

 

  1.

NAV Calculation and Reporting.

 

  (a)

J.P. Morgan shall perform NAV calculations in accordance with:

 

  (i)

the Prospectus;

 

  (ii)

the 1940 Act;

 

  (iii)

Valuation Procedures; and

 

  (iv)

instructions which are consistent with J.P. Morgan’s operating model, provided that, in the cases of (iii) and (iv), they are consistent with (i) and (ii).

 

  (b)

J.P. Morgan shall perform the following NAV calculation functions Daily, unless otherwise agreed with the Customer:

 

  (i)

recording all security transactions including appropriate gains and losses from the sale of Fund securities;

 

18


  (ii)

recording each Fund’s (or class’) capital share activities based upon Share Transactions received by the Transfer Agent;

 

  (iii)

recording interest income, amortization/accretion income and dividend income;

 

  (iv)

accruing Fund (or class) expenses according to instructions received from the Customer;

 

  (v)

recording all corporate actions affecting securities held by each Fund;

 

  (vi)

determining the outstanding receivables and payables for all (1) security trades, (2) Share Transactions; and (3) income and expense accounts;

 

  (vii)

obtaining security prices from independent pricing services, or if such quotes are unavailable, obtaining such prices from the Customer or its designee, as approved by the Board; and

 

  (viii)

following directions from the Customer with respect to the fair valuation of assets of the Fund.

 

  (c)

J.P. Morgan shall report confirmed NAV calculations to

 

  (i)

the Customer;

 

  (ii)

the Transfer Agent; and

 

  (iii)

such third parties as agreed with the Customer.

 

  2.

NAV Errors.

Subject to Applicable Law and notwithstanding additional duties of J.P. Morgan as furthermore described in Appendix A to this Schedule:

 

  (a)

J.P. Morgan shall report all NAV Errors to the Customer promptly upon discovery.

 

  (b)

The Customer shall ensure that all errors in NAV calculations identified by it are reported to J.P. Morgan as soon as reasonably practicable following discovery.

 

  (c)

J.P. Morgan shall correct NAV Errors as and when required by Appendix A to this Schedule.

J.P. Morgan’s responsibilities with respect to the correction of an error in calculating the net asset value of any Fund shall be subject to Appendix A to this Schedule.

 

  3.

Prices of OTC Derivatives and Certain Other Assets.

 

  (a)

If Customer elects to use the J.P. Morgan OTC Derivative Administration Solutions valuation service to value OTC Derivative Contracts held by a Fund, that service will be provided in accordance with, and be subject to, the terms and conditions set forth in [Schedule 5].

 

  (b)

Except as set forth in paragraph (a), J.P. Morgan shall value OTC Derivative Contracts and other investments that J.P. Morgan reasonably determines do not have a readily ascertainable fair market value in accordance with procedures provided by Customer. It is agreed that in cases where such procedures involve the use of an algorithm or other model, J.P. Morgan shall have no responsibility for any defect or flaw in that model or for its appropriateness for use for the specific asset.

 

19


D.

Reconciliations of Securities Positions and Cash and/or Currency Balances

 

  1

J.P. Morgan shall reconcile its records of securities positions and cash and/or currency balances of the relevant Fund to the records of the relevant custodian (including itself for assets held in custody by J.P. Morgan), and shall perform similar reconciliations to the relevant source with respect to other material investment assets or liabilities. Such reconciliations shall be conducted at the same frequency as performed for other funds administered by the Customer in the case of cash and/or currency holdings, securities and other investment assets or liabilities.

 

  2

In cases where J.P. Morgan or one of its Affiliates is not the custodian for any given Fund, or does not hold assets belonging to the Fund in its custody, the Customer shall ensure that the applicable custodian shall provide J.P. Morgan with timely, accurate and complete records of securities position and cash and/or currency balances to J.P. Morgan for that Fund. The Customer also shall ensure that the relevant source shall provide J.P. Morgan with timely, accurate and complete records of any other material investment assets or liabilities for each Fund.

 

E.

Standard Reporting

J.P. Morgan shall make available a standard set of reports as agreed with the Customer.

 

F.

Services Requiring Separate Arrangements

 

  1.

Non-Standard Services and Reports.

Additional services and special reports are available by arrangement between the Customer and J.P. Morgan under the terms and conditions of this Agreement (other than adjustments in compensation as may be agreed). The non-standard services and special reports will be subject to the Change Control processes set forth in Section 2.6.

 

  2.

Messaging/Communication.

Unless otherwise agreed in accordance with the Change Control process set forth in Section 2.6, all information delivered to J.P. Morgan (including but not limited to trade flows and reconciliation reports) shall be via J.P. Morgan’s standard means of electronic communication.

 

20


APPENDIX A

Net Asset Value Error Correction Policy and Procedures

 

1.

As used in this Agreement and the Schedules and Appendices to this Agreement, the following terms have the meaning hereinafter stated:

“NAV Error” is defined as one or more errors in the computation of net asset value which, when considered cumulatively, result in a difference between the originally computed NAV and the corrected NAV of at least $0.010 per share. This computation is based upon the actual difference and is not based upon the rounding of the NAV to the nearest cent per share.

“Per Share NAV Error” is the difference between the originally computed per share NAV, and the amount that would have been computed had the errors not occurred.

“NAV Error Period” comprises those days during which a NAV Error existed.

“Fund Loss” refers to a situation where a Fund has either paid excessive redemption proceeds as a result of an overstatement of the NAV or received insufficient subscription proceeds as a result of an understatement of the NAV. When such a Fund Loss occurs, the individual Shareholders effecting transactions received a corresponding benefit (a “Shareholder Benefit”).

“Fund Benefit” means a situation where a Fund has either paid insufficient redemption proceeds as a result of an understatement of NAV or received excessive subscription proceeds as a result of an overstatement of NAV. When such a Fund Benefit occurs, the individual Shareholders effecting transactions suffer a corresponding loss (a “Shareholder Loss”).

The term “responsible person” means a person who, by virtue of negligence, fraud, or willful misconduct, caused or contributed to an NAV Error.

 

2.

The following Procedures will be utilized by J.P. Morgan with respect to NAV Error corrections:

 

  (a)

If the error in the computation of the net asset value is less than $0.010 per share, no action shall be taken.

 

  (b)

If a Per Share NAV Error is less than one half of one percent of the originally computed Per Share NAV, J.P. Morgan, on behalf of the Funds, will determine whether total Fund Losses exceeded total Fund Benefits for the NAV Error Period. If the Fund incurred a net loss, the Customer will be responsible for obtaining reimbursement for such loss from the responsible person or persons. If the Fund had a net benefit, no action need be taken; however, such net benefit should not be carried forward to any analyses performed in the future for other NAV Errors that may arise.

 

  (c)

If the Per Share NAV Error equals or exceeds one half of one percent of the originally computed per share NAV, 1) account adjustments should be made to compensate Shareholders for Shareholder Losses, and 2) the Customer will be responsible for obtaining reimbursement for such loss from the responsible person or persons for Fund Losses.

 

  (i)

With respect to individual Shareholder Losses, the Customer will be responsible for causing the Fund (or responsible party) to pay to individual Shareholders any additional redemption proceeds owed and either refund excess subscription monies paid or credit the Shareholder account as of the date of the NAV Error, for additional shares.

 

21


  Nevertheless, no correction of a given individual Shareholder account shall be made unless the applicable Shareholder Loss for such Shareholder equals or exceeds a de minimis amount of $25.

 

  (ii)

With respect to Fund Losses, the Customer will be responsible for causing either the responsible person or persons or the individual Shareholders to reimburse the Fund for the amount of the Fund’s Losses. (Note that there is no netting of Fund Losses (as described in (c)(i) above) where the error equals or exceeds 12 of 1% of NAV, to the extent benefits were paid out by the Fund to Shareholders as account adjustments).

 

  (d)

In the case of an error that fluctuates above and below one half of one percent, individual Shareholder adjustments should be effected for those days where the NAV Error was equal to or exceeded one half of one percent. With respect to the remaining days, the Fund level process described above in Section 2(b) may be applied.

 

  (e)

If there is a subsequent discovery of an error which affects a NAV Error Period that had previously been corrected in the manner described above, the subsequently discovered NAV Error should be analyzed in isolation without taking into consideration the previously corrected NAV Errors.

 

  (f)

In cases where a NAV Error has occurred, the Customer, upon J.P. Morgan’s request, will instruct the Transfer Agent to reprocess transactions and to adjust each Shareholder’s Shares upwards or downwards accordingly, at the expense of the responsible person or persons. If the Transfer Agent does not agree to reprocess transactions resulting from a NAV Error for which J.P. Morgan is a responsible person, J.P. Morgan’s liability will be limited to the amount it would have been liable for had the reprocessing occurred.

 

  (g)

In cases where J.P. Morgan is not the responsible person with regard to an NAV Error, J.P. Morgan shall be entitled to reasonable compensation for the work it performs with respect to the remediation of the NAV Error.

 

  (h)

In cases where J.P. Morgan is a responsible person with regard to an NAV Error, but not the sole responsible person, the Fund, to the extent customary under industry practice, shall seek recovery from each such responsible person, for its proportional share of the applicable Fund Loss or Shareholder Loss.

 

22


SCHEDULE 2

Fund Sub-Administration Services

J.P. Morgan will provide the following sub-administration services, subject to oversight, review and approval by the Customer.

 

A.

Portfolio Compliance Service.

 

  1.

Subject to the timely availability of accurate data, J.P. Morgan will perform testing of the Fund’s portfolio compliance:

 

  (i)

on a daily basis with respect to such investment restrictions and other regulatory requirements that are directed by the Customer and are within J.P. Morgan’s product capability to track, in a manner reasonably acceptable to J.P. Morgan;

 

  (ii)

on a quarterly basis with respect to the requirements of Section 817(h) of the Internal Revenue Code and applicable Treasury Regulations;

 

  (iii)

on a quarterly basis with respect to the requirements of Section 851 of the Internal Revenue Code and applicable Treasury Regulations for qualification as a regulated investment company; and

will report its findings to the Customer from time to time as directed by Customer (the “Portfolio Compliance Service”). The Customer shall assist J.P. Morgan in the testing and sign-off of the set-up of the restrictions and requirements incorporated into J.P. Morgan’s systems.

 

B.

Financial Reporting Services.

J.P. Morgan will prepare the reports and filings below for the review and approval by the Customer’s officers and will file such documents with the SEC upon receipt of approval from the Customer’s officers.

 

  1.

Semi-Annual and Annual Reports.

J.P. Morgan will prepare financial information for the Funds’ semi-annual reports, annual reports and financial statements for routine prospectus updates.

 

  2.

24f-2 Notices.

J.P. Morgan will prepare the annual Rule 24f-2 Notice.

 

  3.

Form N-CSR.

J.P. Morgan will compile information for Form N-CSR on a semi-annual basis.

 

  4.

Pro-forma Financial Statements.

J.P.Morgan will prepare pro-forma financial information for the Funds as requested by the Customer.

 

  5.

Additional Services.

The following services are available by arrangement between the Customer and

 

23


J.P. Morgan (and subject to additional fees): in-house type-setting and publishing.

 

C.

Tax Services

J.P. Morgan will provide the following tax services, subject to the review and approval of the Customer and/or the Funds’ auditors.

 

  1.

Financial Statement Support:

J.P. Morgan will support the Funds’ financial statement process by preparing and reviewing the following:

 

  (i)

Return of Capital Statement of Position (ROC SOP) disclosure.

 

  (ii)

Tax Footnote disclosure that involves tax cost of investments, ROC SOP reclassification, tax character of distributions (comparative table - prior year and current year), distributable earnings, capital loss carry forward and (if applicable) post October loss.

 

  (iii)

60 day notice information required by the Internal Revenue Code for foreign tax credit, long-term capital gain designation, tax exempt income, dividend received deduction, qualified dividend income, qualified interest income, and qualified short-term gain.

 

  3.

Additional Services.

The following services are available by arrangement between the Customer and J.P. Morgan (and subject to additional fees): REMIC OID calculations, accelerated fiscal or excise tax reporting, mutually agreed upon-tax consulting, assistance with Internal Revenue audits or audits conducted by state taxing authorities, assist and test for ownership charges (based upon mutually agreed upon procedures) and determine personal holding company status, as deemed necessary.

 

D.

General Administration Services

 

  1.

Dividend Distributions.

J.P. Morgan will calculate dividend distributions in accordance with the Funds’ distribution policies and assist the Customer in making final determinations of distribution amounts.

 

  2.

Expense Accruals.

J.P. Morgan will record Fund or class expense accruals established by the Customer and review expense projections and accruals on a periodic basis as directed by the Customer.

 

  3.

Expense Payments.

Upon instruction by the Customer, J.P. Morgan will arrange for the payment of each Fund’s (or class’) expenses.

 

24


SCHEDULE 3

Remuneration

[To be agreed by the parties]

 

25


ANNEX A

Electronic Access

 

  1.

J.P. Morgan may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the “Products”) and to access or receive electronically Data (as defined below) in connection with the Agreement. J.P. Morgan may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. J.P. Morgan shall use reasonable efforts to give the Customer reasonable notice of its termination or suspension of access to the Products, but may do so immediately if J.P. Morgan determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures.

 

  2.

In consideration of the fees paid by the Customer to J.P. Morgan and subject to any applicable software license addendum in relation to J.P. Morgan-owned or sublicensed software provided for a particular application and Applicable Law, J.P. Morgan grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically to the Customer or its Authorized Persons (the “Data”) for the Customer’s internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, corporate action information, and reference data, may have been licensed by J.P. Morgan from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to J.P. Morgan.

 

  3.

The Customer acknowledges that there are security, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with J.P. Morgan’s software. Each of the Customer and J.P. Morgan shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

 

  4.

In cases where J.P. Morgan’s web site is unexpectedly down or otherwise unavailable, J.P. Morgan shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct J.P. Morgan or obtain reports from J.P. Morgan. J.P. Morgan shall not be liable for any loss or damage arising out of the Customer’s use of, access to or inability to use the Products via J.P. Morgan’s web site in the absence of J.P. Morgan’s gross negligence or willful misconduct.

 

  5.

Use of the Products may be monitored, tracked, and recorded in a manner consistent with Applicable Law.

 

26


  6.

The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail.

 

  7.

The Customer shall promptly and accurately designate in writing to J.P. Morgan the geographic location of its users upon written request. The Customer further represents and warrants to J.P. Morgan that the Customer shall not access the service from any jurisdiction which J.P. Morgan informs the Customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer’s behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable J.P. Morgan to process the data set out therein for the purposes of providing the Products.

 

  8.

The Customer will be subject to and shall comply with all applicable laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.

 

  9.

The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.

 

27


AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT Effective 8/1/21

Exhibit (h)(3)(i)

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of August 1, 2021 by and between Equitable Investment Management Group, LLC (the “Adviser”), Equitable Investment Management, LLC (the “Administrator”) and EQ Advisors Trust (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each, a “Portfolio,” and collectively, the “Portfolios”).

WHEREAS, the Trust is a Delaware statutory trust organized under the Agreement and Declaration of Trust (the “Declaration of Trust”), and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management company of the series type, and each Portfolio is a series of the Trust;

WHEREAS, the Trust and the Adviser have entered into an Amended and Restated Investment Advisory Agreement dated effective as of July 16, 2020 (the “Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to each Portfolio for compensation based on the value of the average daily net assets of such Portfolio;

WHEREAS, the Trust and the Administrator have entered into a Mutual Funds Service Agreement dated effective as of August 1, 2021, pursuant to which the Administrator provides administrative, accounting and compliance services to each Portfolio for compensation based on the value of the average daily net assets of such Portfolio; and

WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of each Portfolio and its shareholders to maintain the expenses of such Portfolio at a level below the level to which such Portfolio might otherwise be subject;

NOW THEREFORE, the parties hereto agree as follows:

 

1.

Expense Limitation.

1.1.     Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Portfolio in any fiscal year, including but not limited to organizational costs, investment advisory fees of the Adviser and administration fees of the Administrator (but excluding interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of such Portfolio’s business) (the “Portfolio Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser. Unless otherwise indicated by the Maximum Annual Operating Expense Limit as set forth in Schedule A hereto, fees and expenses of other investment companies and exchange-traded investment vehicles in which a Portfolio invests (the “Acquired Fund Fees and Expenses”) and amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act shall also be excluded for purposes of determining the Portfolio Operating Expenses.

1.2.     Maximum Annual Operating Expense Limit. The Maximum Annual Operating Expense Limit with respect to each Portfolio shall be the amount specified in Schedule A based on a percentage of the average daily net assets of such Portfolio.


1.3.     Method of Computation. To determine the Adviser’s liability with respect to the Excess Amount, each month, the Portfolio Operating Expenses for each Portfolio shall be annualized as of the last day of the month. If the annualized Portfolio Operating Expenses of a Portfolio for any month exceed the Maximum Annual Operating Expense Limit of such Portfolio, the Adviser shall waive or reduce fees payable to it or its affiliates, including the Administrator, which is a party to this Agreement for this purpose, for such month by an amount sufficient to reduce the annualized Portfolio Operating Expenses to an amount no higher than the Maximum Annual Operating Expense Limit. If the amount of the waived or reduced fees for any such month is insufficient to pay the Excess Amount, the Adviser shall also remit to the appropriate Portfolio or Portfolios an amount that, together with the waived or reduced fees, is sufficient to pay such Excess Amount.

1.4.     Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the fees waived or reduced and other payments remitted by the Adviser to the Portfolio or Portfolios with respect to the previous fiscal year shall equal the Excess Amount.

 

2.

Reimbursement of Fee Waivers and Expense Reimbursements.

2.1.     Reimbursement. If, in any month in which the Advisory Agreement is still in effect, the estimated annualized Portfolio Operating Expenses of a Portfolio for that month are less than the Maximum Annual Operating Expense Limit of such Portfolio, the Adviser shall be entitled to reimbursement by such Portfolio, in whole or in part as provided below, of the fees waived or reduced (including fees waived or reduced by the Adviser’s affiliates, including the Administrator) and other payments remitted by the Adviser to such Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (the “Reimbursement Amount”) shall equal, at any time, the sum of all fees previously waived or reduced by the Adviser and its affiliates and all other payments remitted by the Adviser to the Portfolio, pursuant to Section 1 hereof, during the previous thirty-six (36) months, less any reimbursement previously paid by such Portfolio to the Adviser, pursuant to Section 2.2 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

2.2.     Method of Computation. To determine each Portfolio’s accrual, if any, to reimburse the Adviser for the Reimbursement Amount, each month the Portfolio Operating Expenses of each Portfolio shall be annualized as of the last day of the month. If the annualized Portfolio Operating Expenses of a Portfolio for any month are less than the Maximum Annual Operating Expense Limit of such Portfolio, such Portfolio shall accrue into its net asset value an amount payable to the Adviser sufficient to increase the annualized Portfolio Operating Expenses of that Portfolio to an amount no greater than the Maximum Annual Operating Expense Limit of that Portfolio, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount. For accounting purposes, when the annualized Portfolio Operating Expenses of a Portfolio are below the Maximum Annual Operating Expense Limit, a liability will be accrued daily for these amounts.

2.3.     Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Portfolio Operating Expenses of a Portfolio for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

 

2


2.4.     Limitation of Liability. The Adviser shall look only to the assets of the Portfolio for which it waived or reduced fees or remitted payments for reimbursement under this Agreement and for payment of any claim hereunder, and neither the Portfolios, nor any of the Trust’s trustees, officers, employees, agents, or shareholders, whether past, present or future, shall be personally liable therefor.

 

3.

Term and Termination of Agreement.

Unless otherwise indicated by the Maximum Annual Operating Expense Limit as set forth in Schedule A hereto, this Agreement shall continue in effect with respect to all Portfolios until April 30, 2023 and shall thereafter continue in effect with respect to each Portfolio from year to year provided such continuance is specifically approved by both a majority of the Trustees of the Trust who (i) are not “interested persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (the “Non-Interested Trustees”) and the Adviser. This Agreement shall terminate automatically upon the termination of the Advisory Agreement; provided, however, that a Portfolio’s obligation to reimburse the Adviser, as described above, will survive the termination of this Agreement unless the Trust and the Adviser agree otherwise.

 

4.

Miscellaneous.

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

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

4.3.     Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.

IN WITNESS WHEREOF, the parties have caused this Expense Limitation Agreement 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.

 

3


EQ ADVISORS TRUST

ON BEHALF OF EACH OF ITS PORTFOLIOS

    EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC
By:  

/s/ Brian E. Walsh

    By:  

/s/ Kenneth Kozlowski

  Brian E. Walsh       Kenneth Kozlowski
  Chief Financial Officer and Treasurer       Executive Vice President and Chief Investment Officer
  August 6, 2021       August 6, 2021
EQUITABLE INVESTMENT MANAGEMENT, LLC      
By:  

/s/ Michal Levy

     
  Michal Levy      
  Executive Vice President and Chief Operating Officer      
  August 6, 2021      

 

4


SCHEDULE A

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Portfolios of the Trust:

 

Portfolio

   Maximum Annual Operating
Expense Limit (% of average daily
net assets)
 
   Class IA+     Class IB+     Class K  

1290 VT Convertible Securities Portfolio

     N/A       0.90     0.65

1290 VT Natural Resources Portfolio

     N/A       0.90     0.65

1290 VT Real Estate Portfolio

     N/A       0.90     0.65

EQ/Franklin Small Cap Value Managed Volatility Portfolio

     1.05     1.05     0.80

EQ/Global Equity Managed Volatility Portfolio

     1.10     1.10     0.85

EQ/International Core Managed Volatility Portfolio

     1.05     1.05     0.80

EQ/International Equity Index Portfolio

     0.79 %*      0.79 %*      0.54 %* 

EQ/International Value Managed Volatility Portfolio

     1.05     1.05     0.80

EQ/Large Cap Core Managed Volatility Portfolio

     0.90     0.90     0.65

EQ/Large Cap Growth Managed Volatility Portfolio

     0.90     0.90     0.65

EQ/Large Cap Value Managed Volatility Portfolio

     0.90     0.90     0.65

EQ/Mid Cap Value Managed Volatility Portfolio

     1.00     1.00     0.75

EQ/ClearBridge Select Equity Managed Volatility Portfolio

     1.05     1.05     0.80

EQ/Emerging Markets Equity PLUS Portfolio

     N/A       1.20     0.95

EQ/Quality Bond PLUS Portfolio

     0.85     0.85     0.60

EQ/All Asset Growth Allocation Portfolio

     1.25 %*      1.25 %*      1.00 %* 

EQ/Aggressive Growth Strategy Portfolio

     N/A       1.15 %*      0.90 %* 

EQ/Balanced Strategy Portfolio

     1.05 %*      1.05 %*      0.80 %* 

EQ/Conservative Growth Strategy Portfolio

     1.00 %*      1.00 %*      0.75 %* 

EQ/Conservative Strategy Portfolio

     0.95 %*      0.95 %*      0.70 %* 

EQ/Growth Strategy Portfolio

     1.10 %*      1.10 %*      0.85 %* 

EQ/Moderate Growth Strategy Portfolio

     1.10 %*      1.10 %*      0.85 %* 

EQ/Ultra Conservative Strategy Portfolio

     0.95 %*      0.95 %*      0.70 %* 

ATM International Managed Volatility Portfolio

     N/A       0.90     0.65

ATM Large Cap Managed Volatility Portfolio

     0.85     0.85     0.60

ATM Mid Cap Managed Volatility Portfolio

     0.85     0.85     0.60

ATM Small Cap Managed Volatility Portfolio

     0.85     0.85     0.60

EQ/2000 Managed Volatility Portfolio

     0.85     0.85     0.60

EQ/400 Managed Volatility Portfolio

     0.85     0.85     0.60

EQ/500 Managed Volatility Portfolio

     0.85     0.85     0.60

EQ/International Managed Volatility Portfolio

     N/A       0.90     0.65

1290 VT Equity Income Portfolio

     0.95     0.95     0.70

1290 VT GAMCO Small Company Value Portfolio

     1.10     1.10     0.85

 

5


Portfolio

   Maximum Annual Operating
Expense Limit (% of average daily
net assets)
 
   Class IA+     Class IB+     Class K  

1290 VT High Yield Bond Portfolio

     N/A       1.00     0.75

1290 VT Low Volatility Global Equity Portfolio

     N/A       0.90 %*      0.65 %* 

1290 VT Micro Cap Portfolio

     N/A       1.15     0.90

1290 VT Multi-Alternative Strategies Portfolio

     N/A       1.65 %*      1.40 %* 

1290 VT Small Cap Value Portfolio

     N/A       1.15     0.90

1290 VT SmartBeta Equity Portfolio

     N/A       1.10     0.85

1290 VT Socially Responsible Portfolio

     1.15     1.15     0.90

EQ/AB Dynamic Moderate Growth Portfolio

     1.20 %*      1.20 %*      0.95 %* 

EQ/AB Short-Duration Government Bond Portfolio

     0.80     0.80     0.55

EQ/AB Small Cap Growth Portfolio

     1.00     1.00     0.75

EQ/ClearBridge Large Cap Growth Portfolio

     1.00     1.00     0.75

EQ/Janus Enterprise Portfolio

     1.05     1.05     0.80

EQ/Loomis Sayles Growth Portfolio

     1.05     1.05     0.80

EQ/Morgan Stanley Small Cap Growth Portfolio

     N/A       1.15     0.90

EQ/Capital Group Research Portfolio

     0.97     0.97     0.72

EQ/Core Bond Index Portfolio

     0.65     0.65     0.40

EQ/Invesco Comstock Portfolio

     1.00     1.00     0.75

EQ/Invesco Global Portfolio

     1.15     1.15     0.90

EQ/JPMorgan Value Opportunities Portfolio

     1.00     1.00     0.75

EQ/MFS International Growth Portfolio

     1.10     1.10     0.85

EQ/PIMCO Global Real Return Portfolio

     N/A       0.90     0.65

EQ/PIMCO Ultra Short Bond Portfolio

     0.80     0.80     0.55

EQ/T. Rowe Price Growth Stock Portfolio

     1.00     1.00     0.75

EQ/Value Equity Portfolio

     0.95     0.95     0.70

Multimanager Aggressive Equity Portfolio

     1.00     1.00     0.75

Multimanager Core Bond Portfolio

     0.90     0.90     0.65

Multimanager Technology Portfolio

     1.18     1.18     0.93

1290 VT DoubleLine Dynamic Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

1290 VT DoubleLine Opportunistic Bond Portfolio

     N/A       0.95 %*      0.70 %* 

EQ/AB Dynamic Aggressive Growth Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/AB Dynamic Growth Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Franklin Moderate Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Goldman Sachs Moderate Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Invesco Moderate Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/JPMorgan Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

1290 VT Moderate Growth Allocation Portfolio

     N/A       1.10 %*      0.85 %* 

EQ/American Century Moderate Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/AXA Investment Managers Moderate Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/First Trust Moderate Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Franklin Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Goldman Sachs Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Invesco Moderate Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

 

6


Portfolio

   Maximum Annual Operating
Expense Limit (% of average daily
net assets)
 
   Class IA+     Class IB+     Class K  

EQ/American Century Mid Cap Value Portfolio

     N/A       1.00 %*      0.75 %* 

EQ/Fidelity Institutional AM® Large Cap Portfolio

     N/A       0.87 %*      0.62 %* 

EQ/Franklin Rising Dividends Portfolio

     N/A       0.87 %*      0.62 %* 

EQ/Franklin Strategic Income Portfolio

     N/A       0.93 %*      0.68 %* 

EQ/Goldman Sachs Mid Cap Value Portfolio

     N/A       1.09 %*      0.84 %* 

EQ/Invesco Global Real Assets Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Invesco International Growth Portfolio

     N/A       1.15 %*      0.90 %* 

EQ/Lazard Emerging Markets Equity Portfolio

     N/A       1.35 %*      1.10 %* 

EQ/MFS International Intrinsic Value Portfolio

     N/A       1.15 %*      0.90 %* 

EQ/MFS Mid Cap Focused Growth Portfolio

     N/A       1.10 %*      0.85 %* 

EQ/MFS Technology Portfolio

     N/A       1.14 %*      0.89 %* 

EQ/MFS Utilities Series Portfolio

     N/A       1.05 %*      0.80 %* 

EQ/PIMCO Real Return Portfolio

     N/A       0.75 %*      0.50 %* 

EQ/PIMCO Total Return Portfolio

     N/A       0.75 %*      0.50 %* 

EQ/T. Rowe Price Health Sciences Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Wellington Energy Portfolio

     N/A       1.19 %*      0.94 %* 

1290 VT GAMCO Mergers & Acquisitions Portfolio

     1.25     1.25     1.00

EQ/Common Stock Index Portfolio

     0.68     0.68     0.43

EQ/Equity 500 Index Portfolio

     0.55     0.55     0.30

EQ/Intermediate Government Bond Portfolio

     0.65     0.65     0.40

EQ/Long-Term Bond Portfolio

     N/A       0.65     0.40

 

*

For purposes of calculating the Maximum Annual Operating Expense Limit, Acquired Fund Fees and Expenses are included in Portfolio Operating Expenses.

+

Includes amounts payable pursuant to Rule 12b-1 under the 1940 Act.

N/A

This class of shares of the Portfolio either is not registered or is registered but not currently offered for sale.

 

7


AMENDMENT NO. 1 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT dtd 8/6/21

Exhibit (h)(3)(ii)

AMENDMENT NO. 1

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

Amendment No. 1 dated August 6, 2021 (“Amendment No. 1”) to the Amended and Restated Expense Limitation Agreement dated August 1, 2021 (“Agreement”) between Equitable Investment Management Group, LLC (the “Adviser”), Equitable Investment Management, LLC (“the Administrator”) and EQ Advisors Trust (the “Trust”)

The Adviser, Administrator and Trust hereby agree to modify and amend the Agreement as follows:

 

  1.

Revisions to Maximum Annual Operating Expense Limits. For purposes of calculating the Maximum Annual Operating Expense Limit for the 1290 VT Natural Resources Portfolio, Acquired Fund Fees and Expenses are included in Portfolio Operating Expenses, effective as of June 18, 2021.

 

  2.

Schedule A. Schedule A to the Agreement, which sets forth the maximum annual operating expense limits, is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first above set forth.

 

EQ ADVISORS TRUST     EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC
By:  

/s/ Brian Walsh                

    By:  

/s/ Kenneth Kozlowski

  Brian Walsh       Kenneth Kozlowski
 

Chief Financial Officer and Treasurer

     

Director, Executive Vice President and

Chief Investment Officer

EQUITABLE INVESTMENT MANAGEMENT, LLC

     
By:  

/s/ Michal Levy

     
  Michal Levy      
  Executive Vice President and Chief Operating Officer      


AMENDMENT NO. 1

SCHEDULE A

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Portfolios of the Trust:

 

Portfolio

   Maximum Annual Operating Expense
Limit (% of average daily net assets)
 
   Class IA+     Class IB+     Class K  

1290 VT Convertible Securities Portfolio

     N/A       0.90     0.65

1290 VT Natural Resources Portfolio

     N/A       0.90 %*      0.65 %* 

1290 VT Real Estate Portfolio

     N/A       0.90     0.65

EQ/Franklin Small Cap Value Managed Volatility Portfolio

     1.05     1.05     0.80

EQ/Global Equity Managed Volatility Portfolio

     1.10     1.10     0.85

EQ/International Core Managed Volatility Portfolio

     1.05     1.05     0.80

EQ/International Equity Index Portfolio

     0.79 %*      0.79 %*      0.54 %* 

EQ/International Value Managed Volatility Portfolio

     1.05     1.05     0.80

EQ/Large Cap Core Managed Volatility Portfolio

     0.90     0.90     0.65

EQ/Large Cap Growth Managed Volatility Portfolio

     0.90     0.90     0.65

EQ/Large Cap Value Managed Volatility Portfolio

     0.90     0.90     0.65

EQ/Mid Cap Value Managed Volatility Portfolio

     1.00     1.00     0.75

EQ/ClearBridge Select Equity Managed Volatility Portfolio

     1.05     1.05     0.80

EQ/Emerging Markets Equity PLUS Portfolio

     N/A       1.20     0.95

EQ/Quality Bond PLUS Portfolio

     0.85     0.85     0.60

EQ/All Asset Growth Allocation Portfolio

     1.25 %*      1.25 %*      1.00 %* 

EQ/Aggressive Growth Strategy Portfolio

     N/A       1.15 %*      0.90 %* 

EQ/Balanced Strategy Portfolio

     1.05 %*      1.05 %*      0.80 %* 

EQ/Conservative Growth Strategy Portfolio

     1.00 %*      1.00 %*      0.75 %* 

EQ/Conservative Strategy Portfolio

     0.95 %*      0.95 %*      0.70 %* 

EQ/Growth Strategy Portfolio

     1.10 %*      1.10 %*      0.85 %* 

EQ/Moderate Growth Strategy Portfolio

     1.10 %*      1.10 %*      0.85 %* 

EQ/Ultra Conservative Strategy Portfolio

     0.95 %*      0.95 %*      0.70 %* 

ATM International Managed Volatility Portfolio

     N/A       0.90     0.65

ATM Large Cap Managed Volatility Portfolio

     0.85     0.85     0.60

ATM Mid Cap Managed Volatility Portfolio

     0.85     0.85     0.60

ATM Small Cap Managed Volatility Portfolio

     0.85     0.85     0.60

EQ/2000 Managed Volatility Portfolio

     0.85     0.85     0.60

EQ/400 Managed Volatility Portfolio

     0.85     0.85     0.60

EQ/500 Managed Volatility Portfolio

     0.85     0.85     0.60

EQ/International Managed Volatility Portfolio

     N/A       0.90     0.65

1290 VT Equity Income Portfolio

     0.95     0.95     0.70

1290 VT GAMCO Small Company Value Portfolio

     1.10     1.10     0.85

1290 VT High Yield Bond Portfolio

     N/A       1.00     0.75

1290 VT Low Volatility Global Equity Portfolio

     N/A       0.90 %*      0.65 %* 

1290 VT Micro Cap Portfolio

     N/A       1.15     0.90

1290 VT Multi-Alternative Strategies Portfolio

     N/A       1.65 %*      1.40 %* 

1290 VT Small Cap Value Portfolio

     N/A       1.15     0.90

1290 VT SmartBeta Equity Portfolio

     N/A       1.10     0.85

1290 VT Socially Responsible Portfolio

     1.15     1.15     0.90

EQ/AB Dynamic Moderate Growth Portfolio

     1.20 %*      1.20 %*      0.95 %* 

EQ/AB Short Duration Government Bond Portfolio

     0.80     0.80     0.55

EQ/AB Small Cap Growth Portfolio

     1.00     1.00     0.75


Portfolio

   Maximum Annual Operating Expense
Limit (% of average daily net assets)
 
   Class IA+     Class IB+     Class K  

EQ/ClearBridge Large Cap Growth Portfolio

     1.00     1.00     0.75

EQ/Janus Enterprise Portfolio

     1.05     1.05     0.80

EQ/Loomis Sayles Growth Portfolio

     1.05     1.05     0.80

EQ/Morgan Stanley Small Cap Growth Portfolio

     N/A       1.15     0.90

EQ/Capital Group Research Portfolio

     0.97     0.97     0.72

EQ/Core Bond Index Portfolio

     0.65     0.65     0.40

EQ/Invesco Comstock Portfolio

     1.00     1.00     0.75

EQ/Invesco Global Portfolio

     1.15     1.15     0.90

EQ/JPMorgan Value Opportunities Portfolio

     1.00     1.00     0.75

EQ/MFS International Growth Portfolio

     1.10     1.10     0.85

EQ/PIMCO Global Real Return Portfolio

     N/A       0.90     0.65

EQ/PIMCO Ultra Short Bond Portfolio

     0.80     0.80     0.55

EQ/T. Rowe Price Growth Stock Portfolio

     1.00     1.00     0.75

EQ/Value Equity Portfolio

     0.95     0.95     0.70

Multimanager Aggressive Equity Portfolio

     1.00     1.00     0.75

Multimanager Core Bond Portfolio

     0.90     0.90     0.65

Multimanager Technology Portfolio

     1.18     1.18     0.93

1290 VT DoubleLine Dynamic Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

1290 VT DoubleLine Opportunistic Bond Portfolio

     N/A       0.95 %*      0.70 %* 

EQ/AB Dynamic Aggressive Growth Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/AB Dynamic Growth Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Franklin Moderate Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Goldman Sachs Moderate Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Invesco Moderate Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/JPMorgan Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

1290 VT Moderate Growth Allocation Portfolio

     N/A       1.10 %*      0.85 %* 

EQ/American Century Moderate Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/AXA Investment Managers Moderate Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/First Trust Moderate Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Franklin Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Goldman Sachs Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Invesco Moderate Growth Allocation Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/American Century Mid Cap Value Portfolio

     N/A       1.00 %*      0.75 %* 

EQ/Fidelity Institutional AM® Large Cap Portfolio

     N/A       0.87 %*      0.62 %* 

EQ/Franklin Rising Dividends Portfolio

     N/A       0.87 %*      0.62 %* 

EQ/Franklin Strategic Income Portfolio

     N/A       0.93 %*      0.68 %* 

EQ/Goldman Sachs Mid Cap Value Portfolio

     N/A       1.09 %*      0.84 %* 

EQ/Invesco Global Real Assets Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Invesco International Growth Portfolio

     N/A       1.15 %*      0.90 %* 

EQ/Lazard Emerging Markets Equity Portfolio

     N/A       1.35 %*      1.10 %* 

EQ/MFS International Intrinsic Value Portfolio

     N/A       1.15 %*      0.90 %* 

EQ/MFS Mid Cap Focused Growth Portfolio

     N/A       1.10 %*      0.85 %* 

EQ/MFS Technology Portfolio

     N/A       1.14 %*      0.89 %* 

EQ/MFS Utilities Series Portfolio

     N/A       1.05 %*      0.80 %* 

EQ/PIMCO Real Return Portfolio

     N/A       0.75 %*      0.50 %* 

EQ/PIMCO Total Return Portfolio

     N/A       0.75 %*      0.50 %* 

EQ/T. Rowe Price Health Sciences Portfolio

     N/A       1.20 %*      0.95 %* 

EQ/Wellington Energy Portfolio

     N/A       1.19 %*      0.94 %* 

1290 VT GAMCO Mergers & Acquisitions Portfolio

     1.25     1.25     1.00

EQ/Common Stock Index Portfolio

     0.68     0.68     0.43

EQ/Equity 500 Index Portfolio

     0.55     0.55     0.30


Portfolio

   Maximum Annual Operating Expense
Limit (% of average daily net assets)
 
   Class IA+     Class IB+     Class K  

EQ/Intermediate Government Bond Portfolio

     0.65     0.65     0.40

EQ/Long-Term Bond Portfolio

     N/A       0.65     0.40

 

*

For purposes of calculating the Maximum Annual Operating Expense Limit, Acquired Fund Fees and Expenses are included in Portfolio Operating Expenses.

 

+

Includes amounts payable pursuant to Rule 12b-1 under the 1940 Act.

N/A    This class of shares of the Portfolio either is not registered or is registered but not currently offered for sale.


AMENDMENT NO. 16 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT dtd 7/22/21

Exhibit (h)(4)(xxxiv)

AMENDMENT NO. 16

SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT

Amendment No. 16, dated as of July 22, 2021 (“Amendment No. 16”), to the Second Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), Equitable Financial Life Insurance Company, Equitable Investment Management Group, LLC and Equitable Distributors, LLC (collectively, the “Parties”).

 

  1.

New Portfolio. Effective July 30, 2021 the EQ/Long-Term Bond Portfolio is hereby added to the Agreement on the terms and conditions contained in the Agreement.

 

  2.

Removed Portfolios. Effective June 18, 2021, the 1290 VT Energy Portfolio, EQ/Franklin Balanced Managed Volatility Portfolio and EQ/Global Bond PLUS Portfolio are hereby removed from the Agreement.

 

  3.

Schedule B. Schedule B to the Agreement, setting forth the Portfolios of the Trust on behalf of which the Trust is entering into the Agreement, is hereby replaced in its entirety by Schedule B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 16 as of the date first above set forth.

 

EQ ADVISORS TRUST     EQUITABLE FINANCIAL LIFE INSURANCE COMPANY
By:  

/s/ Brian Walsh

    By:  

/s/ Kenneth Kozlowski

 

Name:   Brian Walsh

     

Name:   Kenneth Kozlowski

 

Title:   Chief Financial Officer and Treasurer

     

Title:   Managing Director

EQUITABLE DISTRIBUTORS, LLC     EQUITABLE INVESTMENT MANAGEMENT GROUP, LLC
By:  

/s/ Nicholas B. Lane

    By:  

/s/ Michal Levy

 

Name:   Nicholas B. Lane

     

Name:   Michal Levy

 

Title:   Chairman of the Board, President and Chief Executive Officer

     

Title:   Director, Senior Vice President and Chief Operating Officer


SCHEDULE B

AMENDMENT NO. 16

SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT

 

1290 VT Convertible Securities Portfolio

1290 VT DoubleLine Dynamic Allocation Portfolio

1290 VT DoubleLine Opportunistic Bond Portfolio

1290 VT Equity Income Portfolio

1290 VT GAMCO Mergers & Acquisitions Portfolio

1290 VT GAMCO Small Company Value Portfolio

1290 VT High Yield Bond Portfolio

1290 VT Low Volatility Global Equity Portfolio

1290 VT Micro Cap Portfolio

1290 VT Moderate Growth Allocation Portfolio

1290 VT Multi-Alternative Strategies Portfolio

1290 VT Natural Resources Portfolio

1290 VT Real Estate Portfolio

1290 VT Small Cap Value Portfolio

1290 VT SmartBeta Equity Portfolio

1290 VT Socially Responsible Portfolio

ATM International Managed Volatility Portfolio

ATM Large Cap Managed Volatility Portfolio

ATM Mid Cap Managed Volatility Portfolio

ATM Small Cap Managed Volatility Portfolio

EQ/2000 Managed Volatility Portfolio

EQ/400 Managed Volatility Portfolio

EQ/500 Managed Volatility Portfolio

EQ/AB Dynamic Aggressive Growth Portfolio

EQ/AB Dynamic Growth Portfolio

EQ/AB Dynamic Moderate Growth Portfolio

EQ/AB Short Duration Government Bond Portfolio

EQ/AB Small Cap Growth Portfolio

EQ/Aggressive Growth Strategy Portfolio

EQ/All Asset Growth Allocation Portfolio

EQ/American Century Mid Cap Value Portfolio

EQ/American Century Moderate Growth Allocation Portfolio

EQ/AXA Investment Managers Moderate Allocation Portfolio

EQ/Balanced Strategy Portfolio

EQ/Capital Group Research Portfolio

EQ/ClearBridge Large Cap Growth Portfolio

EQ/ClearBridge Select Equity Managed Volatility Portfolio

EQ/Common Stock Index Portfolio

EQ/Conservative Growth Strategy Portfolio

EQ/Conservative Strategy Portfolio

EQ/Core Bond Index Portfolio

EQ/Emerging Markets Equity PLUS Portfolio

EQ/Equity 500 Index Portfolio

EQ/Fidelity Institutional AM® Large Cap

EQ/First Trust Moderate Growth Allocation Portfolio

EQ/Franklin Growth Allocation Portfolio

EQ/Franklin Moderate Allocation Portfolio

EQ/Franklin Rising Dividends Portfolio

EQ/Franklin Small Cap Value Managed Volatility Portfolio

EQ/Franklin Strategic Income Portfolio

EQ/Global Equity Managed Volatility Portfolio

EQ/Goldman Sachs Growth Allocation Portfolio

EQ/Goldman Sachs Mid Cap Value Portfolio

EQ/Goldman Sachs Moderate Growth Allocation Portfolio

EQ/Growth Strategy Portfolio

EQ/Intermediate Government Bond Portfolio

EQ/International Core Managed Volatility Portfolio

EQ/International Equity Index Portfolio

EQ/International Managed Volatility Portfolio

EQ/International Value Managed Volatility Portfolio

EQ/Invesco Comstock Portfolio

EQ/Invesco Global Portfolio

EQ/Invesco Global Real Assets Portfolio

EQ/Invesco International Growth Portfolio

EQ/Invesco Moderate Allocation Portfolio

EQ/Invesco Moderate Growth Allocation Portfolio

EQ/Janus Enterprise Portfolio

EQ/JPMorgan Growth Allocation Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core Managed Volatility Portfolio

EQ/Large Cap Growth Index Portfolio

EQ/Large Cap Growth Managed Volatility Portfolio

EQ/Large Cap Value Index Portfolio

EQ/Large Cap Value Managed Volatility Portfolio

EQ/Lazard Emerging Markets Equity Portfolio

EQ/Long-Term Bond Portfolio

EQ/Loomis Sayles Growth Portfolio

EQ/MFS International Growth Portfolio

EQ/MFS International Intrinsic Value Portfolio

EQ/MFS Mid Cap Focused Growth Portfolio

EQ/MFS Technology Portfolio

EQ/MFS Utilities Series Portfolio

EQ/Mid Cap Index Portfolio

EQ/Mid Cap Value Managed Volatility Portfolio

EQ/Moderate Growth Strategy Portfolio

EQ/Money Market Portfolio

EQ/Morgan Stanley Small Cap Growth Portfolio

EQ/PIMCO Global Real Return Portfolio

EQ/PIMCO Real Return Portfolio

EQ/PIMCO Total Return Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/Small Company Index Portfolio

EQ/T. Rowe Price Growth Stock Portfolio

EQ/T. Rowe Price Health Sciences Portfolio

 


EQ/Ultra Conservative Strategy Portfolio

EQ/Value Equity Portfolio

EQ/Wellington Energy Portfolio

Multimanager Aggressive Equity Portfolio

Multimanager Core Bond Portfolio

Multimanager Technology Portfolio

    

 

AMENDMENT NO. 9 PARTICIPATION AGREEMENT dtd 7/22/21

Exhibit (h)(6)(xii)

AMENDMENT NO. 9

PARTICIPATION AGREEMENT

Amendment No. 9, dated as of July 22, 2021 (“Amendment No. 9”), to the Participation Agreement, dated as of October 1, 2013, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company and Equitable Distributors, LLC (collectively, the “Parties”).

The Parties hereby agree to amend the Agreement as follows:

 

  1.

Name Change. Effective February 1, 2021, the name of EQ/BlackRock Basic Value Equity Portfolio is changed to EQ/Value Equity Portfolio.

 

  2.

Name Change: Effective May 1, 2021, the name of EQ/Legg Mason Moderate Allocation Portfolio is changed to EQ/Franklin Moderate Allocation Portfolio.

 

  3.

Removed Portfolios: Effective June 18, 2021, all references to the 1290 VT Energy Portfolio, EQ/Franklin Balanced Managed Volatility Portfolio and EQ/Global Bond PLUS Portfolio are hereby removed from the Agreement.

 

  4.

Schedule B. Schedule B to the Agreement, setting forth the Portfolios of the Trust participating on behalf of which the Trust is entering into the Agreement, is hereby replaced in its entirety by Schedule B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 9 as of the date first above set forth.

 

EQ ADVISORS TRUST     MONY LIFE INSURANCE COMPANY, ON BEHALF OF ITS SEPARATE ACCOUNTS
By:  

/s/ Kenneth Kozlowski

Name: Kenneth Kozlowski

Title:    Senior Vice President

    By:  

/s/ Barry K. Brown

Name: Barry K Brown

Title VP, Operations

EQUITABLE DISTRIBUTORS, LLC      
By:  

/s/ Nicholas Lane

Name: Nicholas Lane

Title:    Chairman, Chief Executive Officer and President

     


SCHEDULE B

AMENDMENT NO. 9

PARTICIPATION AGREEMENT

 

1290 VT Convertible Securities Portfolio

1290 VT DoubleLine Dynamic Allocation Portfolio

1290 VT DoubleLine Opportunistic Bond Portfolio

1290 VT Equity Income Portfolio

1290 VT GAMCO Mergers and Acquisitions Portfolio

1290 VT GAMCO Small Company Value Portfolio

1290 VT High Yield Bond Portfolio

1290 VT Low Volatility Global Equity Portfolio

1290 VT Micro Cap Portfolio

1290 VT Natural Resources Portfolio

1290 VT Real Estate Portfolio

1290 VT Small Cap Value Portfolio

1290 VT SmartBeta Equity Portfolio

1290 VT Socially Responsible Portfolio

ATM International Managed Volatility Portfolio

ATM Large Cap Managed Volatility Portfolio

ATM Mid Cap Managed Volatility Portfolio

ATM Small Cap Managed Volatility Portfolio

EQ/2000 Managed Volatility Portfolio

EQ/400 Managed Volatility Portfolio

EQ/500 Managed Volatility Portfolio

EQ/AB Dynamic Growth Portfolio

EQ/AB Dynamic Moderate Growth Portfolio

EQ/AB Short Duration Government Bond Portfolio

EQ/AB Small Cap Growth Portfolio

EQ/Aggressive Growth Strategy Portfolio

EQ/All Asset Growth Allocation Portfolio

EQ/American Century Mid Cap Value Portfolio

EQ/Balanced Strategy Portfolio

EQ/Value Equity Portfolio (formerly, EQ/BlackRock Basic Value Equity Portfolio)*

EQ/Capital Group Research Portfolio

EQ/ClearBridge Large Cap Growth Portfolio

EQ/ClearBridge Select Equity Managed Volatility Portfolio

EQ/Common Stock Index Portfolio

EQ/Conservative Growth Strategy Portfolio

EQ/Conservative Strategy Portfolio

EQ/Core Bond Index Portfolio

EQ/Emerging Markets Equity PLUS Portfolio

EQ/Equity 500 Index Portfolio

EQ/Franklin Moderate Allocation Portfolio (formerly , EQ/Legg Mason Moderate Allocation Portfolio)

EQ/Franklin Small Cap Value Managed Volatility Portfolio

EQ/Global Equity Managed Volatility Portfolio

EQ/Goldman Sachs Moderate Growth Allocation Portfolio

EQ/Growth Strategy Portfolio

EQ/Intermediate Government Bond Portfolio

EQ/International Equity Index Portfolio

EQ/International Core Managed Volatility

Portfolio

EQ/International Managed Volatility Portfolio

EQ/International Value Managed Volatility Portfolio

EQ/Invesco Comstock Portfolio

EQ/Invesco Moderate Allocation Portfolio

EQ/Invesco Global Portfolio

EQ/Janus Enterprise Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core Managed Volatility Portfolio

EQ/Large Cap Growth Index Portfolio

EQ/Large Cap Growth Managed Volatility Portfolio

EQ/Large Cap Value Index Portfolio

EQ/Large Cap Value Managed Volatility Portfolio

EQ/Loomis Sayles Growth Portfolio

EQ/MFS International Growth Portfolio

EQ/Mid Cap Index Portfolio

EQ/Mid Cap Value Managed Volatility Portfolio

EQ/Moderate Growth Strategy Portfolio

EQ/Morgan Stanley Small Cap Growth Portfolio

EQ/Money Market Portfolio

EQ/PIMCO Global Real Return Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/Small Company Index Portfolio

EQ/T. Rowe Price Growth Stock Portfolio

EQ/Ultra Conservative Strategy Portfolio

Multimanager Aggressive Equity Portfolio

Multimanager Core Bond Portfolio

Multimanager Technology Portfolio

 

AMENDMENT NO. 17 AMENDED AND RESTATED PARTICIPATION AGREEMENT dtd 7/22/21

Exhibit (h)(7)(xviii)

AMENDMENT NO. 17

AMENDED AND RESTATED PARTICIPATION AGREEMENT

Amendment No. 17, dated as of July 22, 2021 (“Amendment No. 17”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), Equitable Financial Life Insurance Company of America and Equitable Distributors, LLC (collectively, the “Parties”).

The Parties agree to modify and amend the Agreement as follows:

 

  1.

New Portfolio. Effective July 30, 2021 the EQ/Long-Term Bond Portfolio is hereby added to the Agreement on the terms and conditions contained in the Agreement.

 

  2.

Removed Portfolios. Effective June 18, 2021, the 1290 VT Energy Portfolio, EQ/Franklin Balanced Managed Volatility Portfolio and EQ/Global Bond PLUS Portfolio are hereby removed from the Agreement.

 

  3.

Schedule A. Schedule A to the Agreement, setting forth the Portfolios of the Trust on behalf of which the Trust is entering into the Agreement, is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 17 as of the date first set forth above.

 

EQ ADVISORS TRUST     EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
By:  

/s/ Brian Walsh

    By:  

/s/ Kenneth Kozlowski

  Name: Brian Walsh       Name: Kenneth Kozlowski
  Title:    Chief Financial Officer and Treasurer       Title:    Senior Vice President
  EQUITABLE DISTRIBUTORS, LLC      
By:  

/s/ Nicholas B. Lane

     
  Name: Nicholas B. Lane      
  Title:    Chairman of the Board, President and Chief              Executive Officer      


SCHEDULE A

AMENDMENT NO. 17

AMENDED AND RESTATED PARTICIPATION AGREEMENT

 

1290 VT Convertible Securities Portfolio

1290 VT DoubleLine Dynamic Allocation Portfolio

1290 VT DoubleLine Opportunistic Bond Portfolio

1290 VT Equity Income Portfolio

1290 VT GAMCO Mergers & Acquisitions Portfolio

1290 VT GAMCO Small Company Value Portfolio

1290 VT High Yield Bond Portfolio

1290 VT Low Volatility Global Equity Portfolio

1290 VT Micro Cap Portfolio

1290 VT Moderate Growth Allocation Portfolio

1290 VT Multi-Alternative Strategies Portfolio

1290 VT Natural Resources Portfolio

1290 VT Real Estate Portfolio

1290 VT Small Cap Value Portfolio

1290 VT SmartBeta Equity Portfolio

1290 VT Socially Responsible Portfolio

EQ/All Asset Growth Allocation Portfolio

ATM International Managed Volatility Portfolio

ATM Large Cap Managed Volatility Portfolio

ATM Mid Cap Managed Volatility Portfolio

ATM Small Cap Managed Volatility Portfolio

EQ/2000 Managed Volatility Portfolio

EQ/400 Managed Volatility Portfolio

EQ/500 Managed Volatility Portfolio

EQ/AB Dynamic Aggressive Growth Portfolio

EQ/AB Dynamic Growth Portfolio

EQ/AB Dynamic Moderate Growth Portfolio

EQ/AB Short Duration Government Bond Portfolio

EQ/AB Small Cap Growth Portfolio

EQ/Aggressive Growth Strategy Portfolio

EQ/American Century Mid Cap Value Portfolio

EQ/American Century Moderate Growth Allocation Portfolio

EQ/AXA Investment Managers Moderate Allocation Portfolio

EQ/Balanced Strategy Portfolio

EQ/Capital Group Research Portfolio

EQ/ClearBridge Large Cap Growth Portfolio

EQ/ClearBridge Select Equity Managed Volatility Portfolio

EQ/Common Stock Index Portfolio

EQ/Conservative Growth Strategy Portfolio

EQ/Conservative Strategy Portfolio

EQ/Core Bond Index Portfolio

EQ/Emerging Markets Equity PLUS Portfolio

EQ/Equity 500 Index Portfolio

EQ/Fidelity Institutional AM®Large Cap Portfolio

EQ/First Trust Moderate Growth Allocation Portfolio

EQ/Franklin Growth Allocation Portfolio

EQ/Franklin Moderate Allocation Portfolio

EQ/Franklin Rising Dividends Portfolio

EQ/Franklin Small Cap Value Managed Volatility Portfolio

EQ/Franklin Strategic Income Portfolio

EQ/Global Equity Managed Volatility Portfolio

EQ/Goldman Sachs Growth Allocation Portfolio

EQ/Goldman Sachs Mid Cap Value Portfolio

EQ/Goldman Sachs Moderate Growth Allocation Portfolio

EQ/Growth Strategy Portfolio

EQ/Intermediate Government Bond Portfolio

EQ/International Core Managed Volatility Portfolio

EQ/International Equity Index Portfolio

EQ/International Managed Volatility Portfolio

EQ/International Value Managed Volatility Portfolio

EQ/Invesco Comstock Portfolio

EQ/Invesco Global Portfolio

EQ/Invesco Global Real Assets Portfolio

EQ/Invesco International Growth Portfolio

EQ/Invesco Moderate Allocation Portfolio

EQ/Invesco Moderate Growth Allocation Portfolio

EQ/Janus Enterprise Portfolio

EQ/JPMorgan Growth Allocation Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core Managed Volatility Portfolio

EQ/Large Cap Growth Index Portfolio

EQ/Large Cap Growth Managed Volatility Portfolio

EQ/Large Cap Value Index Portfolio

EQ/Large Cap Value Managed Volatility Portfolio

EQ/Lazard Emerging Markets Equity Portfolio

EQ/Long-Term Bond Portfolio

EQ/Loomis Sayles Growth Portfolio

 


EQ/MFS International Growth Portfolio

EQ/MFS International Intrinsic Value Portfolio

EQ/MFS Mid Cap Focused Growth Portfolio

EQ/MFS Technology Portfolio

EQ/MFS Utilities Series Portfolio

EQ/Mid Cap Index Portfolio

EQ/Mid Cap Value Managed Volatility Portfolio

EQ/Moderate Growth Strategy Portfolio

EQ/Money Market Portfolio

EQ/Morgan Stanley Small Cap Growth Portfolio

EQ/PIMCO Global Real Return Portfolio

EQ/PIMCO Real Return Portfolio

EQ/PIMCO Total Return Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/Small Company Index Portfolio

EQ/T. Rowe Price Growth Stock Portfolio

EQ/T. Rowe Price Health Sciences Portfolio

EQ/Ultra Conservative Strategy Portfolio

EQ/Value Equity Portfolio

EQ/Wellington Energy Portfolio

Multimanager Aggressive Equity Portfolio

Multimanager Core Bond Portfolio

Multimanager Technology Portfolio

 

Code of Ethics of the Trust, the Administrator, EIM and EQ Distr. dtd 8/2021

EXHIBIT (P)(1)

CODE OF ETHICS

1290 Funds

EQ Advisors Trust

EQ Premier VIP Trust

Equitable Investment Management Group, LLC

Equitable Investment Management, LLC

Equitable Distributors, LLC

December 2011

As Amended Effective June 2014

As Amended Effective December 2017

As Amended Effective March 2020

As Amended Effective August 2021


TABLE OF CONTENTS

 

I.

   STATEMENT OF GENERAL PRINCIPLES      2  

II.

   DEFINITIONS      3  
   A.    ACCESS PERSON      3  
   B.    ADVISORY PERSON OF THE FUNDS OR OF THE FUNDS’ INVESTMENT ADVISER      4  
   C.    SUB-ADVISER      4  
   D.    A SECURITY IS BEING CONSIDERED FOR PURCHASE OR SALE      4  
   E.    BENEFICIAL OWNERSHIP      5  
   F.    BOARD OR BOARD OF TRUSTEES      5  
   G.    CONTROL      5  
   H.    COMPLIANCE OFFICER      5  
   I.    COVERED ACCOUNT      6  
   J.    COVERED SECURITY      6  
   K.    DISINTERESTED TRUSTEE      7  
   L.    FUND      7  
   M.    INITIAL PUBLIC OFFERING      7  
   N.    INVESTMENT ADVISER      7  
   O.    INVESTMENT PERSONNEL      7  
   P.    PURCHASE OR SALE OF A COVERED SECURITY      7  
   Q.    THE RESTRICTED PERIOD      7  
   R.    REVIEW OFFICER      8  
   S.    A COVERED SECURITY HELD OR TO BE ACQUIRED      8  
   T.    A COVERED SECURITY IS BEING PURCHASED OR SOLD      8  

III.

   LIMITATIONS ON PERSONAL SECURITIES TRANSACTIONS      8  
   A.    ACCESS PERSONS      9  
   B.    INVESTMENT PERSONNEL      10  
   C.    EXEMPTIONS FROM THE TRADING RESTRICTION REQUIREMENTS      11  

IV.

   ADDITIONAL RESTRICTIONS AND REQUIREMENTS      12  
   A.    GIFTS AND ENTERTAINMENT      12  
   B.    SERVICE OF THE BOARD OR AS AN OFFICER OF ANOTHER COMPANY      15  
   C.    OTHER OUTSIDE BUSINESS ACTIVITY      16  
   D.    POLITICAL CONTRIBUTIONS      16  

V.

   APPROVAL AND ADOPTION OF CODE OF ETHICS      16  

VI.

   REPORTING OBLIGATIONS      17  
   A.    THE FUNDS      17  
   B.    ACCESS PERSONS      17  
   C.    REVIEW OFFICER      19  
   D.    INVESTMENT PERSONNEL   
   E.    DISINTERESTED TRUSTEES      20  
   F.    SUB-ADVISERS      20  
   G    TEMPORARY EMPLOYEES, INTERNS, CONSULTANTS AND GUESTS      21  
   H.    CONFIDENTIALITY      21  


VII.

   REVIEW AND ENFORCEMENT      21  

VIII.

   RECORDS      25  

IX.

   SANCTIONS      25  

X.

   APPROVAL, AMENDMENT AND INTERPRETATION OF PROVISIONS      27  


Code of Ethics

1290 Funds

EQ Advisors Trust (“EQAT”)

EQ Premier VIP Trust (“VIP Trust”)

(collectively, the “Funds”)

Equitable Investment Management Group, LLC (“EIM”)

Equitable Investment Management, LLC (“Administrator”)

Equitable Distributors, LLC (“Equitable Distributors”)

(collectively referred to herein as the “Companies”)

1290 Funds, EQ Advisors Trust and EQ Premier VIP Trust (collectively the “Funds”), EIM (in its capacity as the Investment Adviser to the Funds and as a registered investment adviser),1 the Administrator (in its capacity as the Administrator to the Funds and as a registered investment adviser),2 and Equitable Distributors (in its capacity as the distributor of EQAT and VIP Trust) hold their employees to a high standard of integrity and business practices. In serving their clients, the Companies strive to avoid conflicts of interest or the appearance of conflicts of interest in connection with transactions in securities for their employees and for the Funds or any of their Portfolios.

While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, the Companies recognize that the knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions in securities that may be possessed by certain of their officers, employees and directors could place such individuals, if they engage in personal transactions in securities that are eligible for investment by the Funds, in a position where their personal interests may conflict with the interests of the Funds.

In view of the foregoing and of the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended, (“1940 Act”) and, with respect to EIM and the Administrator, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), each Company has determined to adopt this Code of Ethics, as amended (“Code”) to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures. The Code, in combination with similar policies and procedures of Equitable Holdings (e.g., Insider Trading Policy) and Equitable Financial (e.g., Code of Business Conduct and Ethics Policy) which are applicable to all employees of the Companies, describes duties to clients and to the Companies. The Code also describes additional obligations under applicable regulations and sets forth certain standards that have been adopted by each Company to ensure its employees fulfill such duties and obligations.

 

 

1 

EIM is a wholly-owned subsidiary of Equitable Financial Life Insurance Company (“Equitable Financial”).

2 

The Administrator is an indirect, wholly-owned subsidiary of Equitable Holdings, Inc., the parent company of Equitable Financial.

 

1


Despite being part of Equitable, each Company operates autonomously and has adopted its own compliance policies and procedures adapted to its specific business, legal, regulatory requirements. Equitable Holdings has adopted its own policy on ethics and employees are expected to become familiar with the requirements of this policy. ALPS Distributors, Inc. provides services as the unaffiliated distributor of 1290 Funds and is therefore exempt from the code of ethics adoption and administration requirements of Rule 17j-1(c)(1) and (c)(2) with respect to the Funds. Sub-Advisers (as defined below) that have adopted their own codes of ethics in accordance with Rule 204A-1 under the Advisers Act which have been approved by a Fund’s Board of Trustees are not subject to this Code, except that Sub-Advisers must comply with the requirements of Section VI.F.

 

I.

Statement of General Principles.

In recognition of the trust and confidence placed in the Companies by each Fund’s shareholders3, and to give effect to the Companies’ shared belief that their operations should be directed to the benefit of the Fund’s shareholders, the Companies hereby adopt the following general principles to guide the actions of their trustees, directors, officers and employees:

 

  A.

The interests of the Funds’ shareholders are paramount, and all of the Funds’ personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the shareholders before their own.

 

  B.

All personal transactions in securities by the Funds’ personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of the Funds and their shareholders.

 

  C.

All of the Funds’ personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to the Funds, or that otherwise bring into question the person’s independence or judgment.

This Code does not attempt to identify all possible conflicts of interests and literal compliance with each of the specific procedures will not shield an Access Person, as defined below, from liability for personal trading or other conduct that violates the fiduciary duty to a Fund’s shareholders. In addition to the specific prohibitions contained in this Code, each Access Person is subject to a general requirement not to

 

 

3 

For the purpose of the Funds, the term “shareholder” shall be deemed also to include owners of variable annuity contracts and variable life insurance policies funded through separate accounts investing in a Fund and participants in The Equitable 401(k) Plan.

 

2


engage in any act or practice that would defraud a Fund’s shareholders and other clients of the Companies. In addition, to assist with the administration of the Code, EIM and the Administrator utilize the vendor MyComplianceOffice and may use other similar tools as deemed appropriate.

Conflicts include, but are not limited to, to the following:

Disclosure of Personal Interest

Investment Personnel are prohibited from recommending, implementing, or considering any securities transaction for an account without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the Chief Compliance Officer of the Investment Adviser and the Funds (“CCO”).

Vendor and Service Providers

All personnel must disclose to the CCO any personal investments or other interest in the vendors or service providers with respect to which the person negotiates or makes decisions on behalf of the Trusts. If you have such an interest, the CCO may prohibit you from negotiating or making decisions regarding business with these entities.

Persons Covered by the Code

The Code applies to all personnel that have been deemed to be “Access Persons”. Certain provisions of the Code also apply to the members of an Access Person’s family/household. You are deemed an Access Person the day you begin employment at the Companies or Funds. From time to time, the Compliance Department may designate additional persons, such as independent contractors, consultants, temporary employees, interns, and guests or visitors of the Companies that participate in meetings where Covered Securities are discussed, as Access Persons subject to the Code.

 

II.

Definitions.

The following definitions apply for purposes of the Code:

 

  A.

“Access Person” means:

 

  1.

any Advisory Person of a Fund or of the Fund’s Investment Adviser;

 

  2.

any director, officer, or general partner or employee of Equitable Distributors who, in the ordinary course of business makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by a Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities; and

 

3


  3.

with respect to EIM and the Administrator, in addition to 1. and 2. above, (a) any of their supervised persons (as defined in Section 202(a)(25) of the Advisers Act): (i) who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or (ii) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; and (b) all of their directors, officers and partners.

 

  4.

The Compliance Department of EIM and the Administrator (“Compliance Department”) will maintain a list of Access Persons under this Code, which will be updated from time to time as necessary or appropriate.

 

  B.

“Advisory Person” of the Funds or of the Investment Adviser means:

 

  1.

any director, officer, general partner or employee (including temporary employees, interns or consultants whose assignments exceed 90 days) of a Fund or the Investment Adviser (or of any company in a control relationship to a Fund or the Investment Adviser, which for this purpose shall include the Administrator) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

 

  2.

any natural person in a control relationship to a Fund or the Investment Adviser who obtains information concerning the recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

 

  C.

“Sub-Adviser” means any entity who pursuant to a contract with a Fund or EIM, regularly furnishes advice to a Fund with respect to the desirability of investing in, purchasing or selling securities or other property, or is empowered to determine what securities or other property shall be purchased or sold by the Fund.

 

  D.

A security is “being considered for purchase or sale” when a recommendation to purchase or sell a Covered Security for the Fund has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

 

4


  E.

“Beneficial Ownership” shall be interpreted in the same manner as it would be under Section 16 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) and Rule 16a-1(a)(2) thereunder. A person is a “beneficial owner” of a security for purposes of the Code if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. An indirect pecuniary interest includes, but is not limited to: (1) securities held by members of a person’s immediate family sharing the same household (for example, spouse or equivalent domestic partner, minor children, a relative, such as an adult child, stepchild or parent, who shares the home and to whom a person provides financial support); (2) a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership; (3) a person’s right to dividends that is separated or separable from the underlying securities; (4) a person’s interest in securities held by a trust (for example, where the person or immediate family member is a beneficiary of the trust); and (5) a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable. A person will be deemed to have beneficial ownership of securities in his/her individual retirement account and securities in his/her 401(k) account or similar retirement plan, and spousal retirement plan accounts, even if the person has chosen to give someone else investment discretion over the account. A person who has and exercises power of attorney over an account, or who has investment discretion over an account that could hold Covered Securities, is deemed to be a beneficial owner of the account.

 

  F.

“Board” or “Board of Trustees” means the Boards of Trustees of the Funds.

 

  G.

“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act, which states that “control” means “the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.” Ownership of 25% or more of a company’s outstanding voting securities is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation but shall continue until the SEC makes a determination to the contrary. This definition is subject to any amendments in text or interpretation of Section 2(a)(9) of the 1940 Act.

 

  H.

“Compliance Officer” refers to each Fund’s Compliance Officer or any person designated by the Fund to perform certain compliance functions.

 

5


  I.

Covered Account” means:

 

  1.

All accounts in the name of the person;

 

  2.

All accounts of the person’s spouse4;

 

  3.

All accounts of any minor children or other relatives (by marriage or otherwise) living in the person’s home5;

 

  4.

All accounts in which any of the foregoing persons had any beneficial ownership interest or over which he or she exercises control or investment influence; and

 

  5.

All accounts of non-immediate relative or non-relative (i.e., roommate, nanny) sharing the household are not covered unless you have the opportunity either to share profits from such securities or exert investment influence or control.

 

  J.

“Covered Security” means any security as defined in Section 2(a)(36) of the 1940 Act including any stock, bond, future, investment contract or any other instrument that may be considered a “security.” The term “Covered Security” is very broad and includes:

 

  1.

Options on securities, on indexes and on currencies;

 

  2.

All kinds of limited partnerships (e.g., LP, LLP, etc.);

 

  3.

Foreign unit investment trusts and foreign mutual funds;

 

  4.

Private investment funds, hedge funds, and investment clubs;

 

  5.

Closed-end mutual funds and unit investment trusts;

 

  6.

Shares of exchange-traded funds (“ETFs”); and

 

  7.

Shares of open-end mutual funds registered under the 1940 Act that are managed by the Investment Adviser or affiliates of the Investment Adviser.

“Covered Security” does not include:

 

  1.

Direct obligations of the Government of the United States or any agency thereof;

 

 

4 

As used herein, the term “spouse” includes any domestic partner and common law spouse.

5 

This includes any adult child, grandchild, parent, step-parent, grandparent, siblings and in-laws.

 

6


  2.

Banker’s acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements; and

 

  3.

Shares issued by money market funds registered under the 1940 Act; and

 

  4.

Shares of open-end mutual funds registered under the 1940 Act that are not managed by the Investment Adviser or affiliates of the Investment Adviser.

 

  K.

“Disinterested Trustee” means a Trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

 

  L.

“Fund” means the 1290 Funds, EQAT, or VIP Trust or each of their separate series (each a “Portfolio”).

 

  M.

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

 

  N.

“Investment Adviser” or “EIM” means Equitable Investment Management Group, LLC.

 

  O.

“Investment Personnel” means:

 

  1.

all Access Persons who occupy the position of portfolio manager (or who serves on an investment committee that carries out the portfolio management function) with respect to a Fund (or any Portfolio);

 

  2.

all Access Persons who, in connection with their regular functions or duties, make or participate in making any recommendations regarding the purchase or sale of any security by a Fund (or any Portfolio);

 

  3.

any natural person who controls a Fund or the Investment Adviser and who obtains information concerning recommendations made to or by the Fund with respect to the purchase or sale of a security by the Fund.

 

  P.

“Purchase or sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.

 

  Q.

The “Restricted Period” is the number of days before or after a Security is being purchased or sold by a Fund or Portfolio during which, subject to

 

7


  an exception under the particular circumstances made by the Compliance Officer in his or her discretion, no Advisory Person may purchase or sell, directly or indirectly, any security in which he or she had or by reason of such transaction acquires any Beneficial Ownership.

 

  R.

“Review Officer” shall mean the person charged with the responsibility, at any given time, to pre-clear trades, grant exceptions to prohibitions under the Code, receive reports and notices required by this Code to be generated, and to accomplish any other requirement of this Code related to the oversight of activities, the exercise of discretion or the making of decisions relating to the activities of persons covered by this Code. Generally, this person will be the CCO; however, the CCO may designate other members of the Compliance Department as Review Officers.

 

  1.

A person may be designated by the Board or the CCO to act as the Review Officer for purposes of this Code without otherwise formally carrying that title or the responsibility for functions otherwise generally associated with the responsibilities of a Review Officer.

 

  2.

The Review Officer may delegate certain functions as appropriate.

 

  3.

The Companies may have separately designated Review Officers.

 

  S.

A “Covered Security held or to be acquired” by the Fund means (1) any Covered Security which, within the most recent fifteen (15) days, (a) is or has been held by any Portfolio of the Fund, or (b) is being or has been considered for purchase by any Portfolio of a Fund; and (2) any option to purchase or sell and any security convertible into or exchangeable for a Covered Security described in (1) of the definition.

 

  T.

A Covered Security is “being purchased or sold” by any Portfolio of a Fund from the time when a purchase or sale program has been communicated to the person who places the buy and sell orders for any Portfolio of the Fund until the time when such program has been fully completed or terminated.

 

III.

Limitations on Personal Securities Transactions.

Access Persons must strictly comply with the following policies and procedures regarding personal securities transactions in Covered Accounts. All transactions involving Covered Securities in Covered Accounts which an Access Person or a member of the Access Person’s family/household has or acquires a beneficial interest must report such interest to the CCO or Review Officer

 

8


  A.

Access Persons. The following limitations apply to all Access Persons:

 

  1.

In connection with the purchase or sale, directly or indirectly, of a Covered Security held or to be acquired by any Portfolio of a Fund, or the purchase or sale, directly or indirectly, of shares of any Portfolio of a Fund, no Access Person shall:

 

  a.

employ any device, scheme or artifice to defraud the Fund or any Portfolio of the Fund;

 

  b.

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

 

  c.

engage in any act, practice or course of business that would operate as a fraud or deceit upon any Portfolio of the Fund;

 

  d.

engage in any manipulative practice with respect to the Fund or any Portfolio of the Fund. Such acts shall include, but not be limited to, the following:

 

  i.

intentionally inducing or causing the Fund to take action or to fail to take action for the purpose of achieving a personal benefit rather than to benefit the Fund. Examples of this violation include:

 

  (a)

causing any Portfolio of the Fund to purchase a Covered Security owned by the individual for the purpose of supporting or driving up the price of the Security; and

 

  (b)

causing any Portfolio of the Fund to refrain from selling a Covered Security in an attempt to protect the value of the individual’s investment, such as an outstanding option.

 

  ii.

use actual knowledge of transactions for any Portfolio of the Fund to profit by the market effect of such transactions;

 

  iii.

transact in shares of an ETF listed on the Restricted List maintained by the CCO or designee;

 

  iv.

engage in short-term, or rapid, trading in shares of any Portfolio of a Fund.6 For purposes of this Code, a short-term trade is a purchase (or sale) of shares of any Portfolio and a subsequent sale (or purchase) of shares of the same Portfolio within a five-business day period; or

 

 

6 

As a reminder, the prohibition on short-term trading in this paragraph is applicable to The Equitable 401(k) Plan and other products that offer the Funds such as variable annuities and variable life policies.

 

9


  v.

sell short a Covered Security.

 

  2.

Pre-clearance. All Access Persons must pre-clear in writing all proposed personal transactions in futures and ETFs that are held by a Fund with the appropriate Review Officer prior to proceeding with the securities transaction; provided, however, that de minimis trades (generally defined as involving 100 shares or fewer) are not required to be precleared.

 

  a.

Clearance authorizations are effective only until the close of trading on the date the approval is received, unless otherwise indicated in writing.

 

  b.

Upon request, the Review Officer will promptly provide notifications of each Personal Trading Request and Authorizations to the Funds’ CCO.

 

  3.

Blackout Periods.

 

  a.

No Access Person may transact in a particular ETF held by a Fund on the same day that the Fund transacts in that ETF; provided, however, that de minimis trades (generally defined as involving 100 shares or fewer) are not restricted.

 

  b.

No Access Person may transact in any Covered Securities that have been discussed at a meeting where the Access Person has attended for a period of 10 business days following the meeting.

 

  c.

No temporary employee, intern, and guest or visitor of the Companies may transact in any Covered Securities that have been discussed at a meeting where the temporary employee, intern, and guest or visitor of the Companies has attended for a period of 10 business days following the meeting.

 

  B.

Investment Personnel. In addition to the limitations set forth in Paragraph A. of this Section III, the following limitations apply to all Investment Personnel:

 

  1.

No Investment Personnel shall purchase or sell, directly or indirectly, any Covered Security (i) over which any Investment Personnel exercised direct investment and trading authority (e.g., ETF trades, beta adjustments) and (ii) that the Investment Personnel had or by reason of such transaction acquires any Beneficial Ownership, within the Restricted Period. The Restricted Period is currently designated as seven (7) days before or after the time that the same (or a related) Security is being purchased or sold by a Fund or any of its Portfolios;

 

10


  2.

No Investment Personnel may acquire a Covered Security as part of an initial public or limited offering by an issuer;

 

  3.

No Investment Personnel may directly or indirectly sell any Covered Security over which any Investment Personnel exercised direct investment and trading authority (e.g., ETF trades, beta adjustments) within sixty (60) days of acquiring Beneficial Ownership of that Covered Security;

 

  C.

Exemptions from the Trading Restriction Requirements. Unless otherwise noted below the trading restrictions listed above for Access Persons and Investment Personnel shall not apply to the following transactions:

 

  1.

Transactions effected for, and Covered Securities held in, any account over which the Access Person had no direct or indirect influence or control (“Non-Discretionary Account”);

Examples of Non-Discretionary Accounts include adviser-managed accounts or discretionary brokerage accounts where the Access Person has no ability to suggest or direct purchases or sales of investments or to consult with the third-party adviser as to the particular allocation of investments to be made in the account. In order to rely the exceptions under this Code for Non-Discretionary Accounts, an Access Person must receive advance approval from the Compliance Department as set forth in Section VII.F.1 of this Code.

 

  2.

Securities issued by the parent company of each Company

 

  3.

Purchases or sales pursuant to an Automatic Investment Plan, a program in which regular periodic purchases or withdrawals are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation (including a dividend reinvestment plan, 401(k) rebalance program, automatic investments in variable deferred compensation plans (e.g., Karr Barth));

 

  4.

Transactions executed in a prior employer’s automated profit sharing or retirement plan, except that discretionary transactions in such plans are still subject to the trading restrictions;

 

  5.

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

 

11


  6.

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

 

  7.

Transactions in municipal bonds;

 

  8.

Other non-volitional events; and

 

  9.

Transactions that appear, pursuant to reasonable inquiry and investigation and approval, in writing, by the appropriate Review Officer, to present no reasonable likelihood of harm to a Fund and that are otherwise in accordance with Rule 17j-1.

 

IV.

Additional Restrictions and Requirements.

 

  A.

Gifts and Entertainment. Except as set forth below, no Access Person may accept or receive on their own behalf or on behalf of the Companies any gift or other accommodations from any person or entity that does business with, or may do business with, or on behalf of any of the Funds or the Companies (a “business contact”) that might create a conflict of interest or interfere with the impartial discharge of such Access Person’s responsibilities to the Funds or the Companies or their clients or place the recipient or the Funds or the Companies in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the immediate family or household of the Access Person.

The following guidelines have been provided to assist Access Persons in complying with the above policies.

 

  1.

No Access Person shall accept any gift or other accommodation (other than a regular salary or wages), including entertainment, for the purchase or sale of any property to or for the Funds, except in the course of such person’s business as an underwriter or broker, if applicable.

 

  2.

No Access Person shall accept or receive any gift of more than de minimis value (e.g., $100) from any person or entity that does business with or on behalf of any of the Funds or the Companies. Any gift exceeding $100.00 in value should be refused or returned. If it is not practical to return the gift, the Access Person shall provide the gift to the Compliance Department to determine the course of action, such as a raffle or donation. However, the receipt of the following shall not be prohibited:

 

12


  a.

an occasional breakfast, luncheon, dinner or reception, ticket to a sporting event or the theater, or comparable entertainment, that is not so frequent, so costly (i.e., less than $300.00 per event), nor so extensive as to raise any question of impropriety and that is attended with the business contact;

 

  b.

breakfast, luncheon, dinner, reception or cocktail party in conjunction with a bona fide business meeting or industry conference; and

 

  c.

a gift approved in writing by the Review Officer prior to accepting the gift.

 

  3.

Access Persons may not give gifts with an aggregate value in excess of $100 per year to persons associated with securities or financial organizations, including exchanges, broker/dealer firms or news media.

 

  4.

Members of the Trade Practices Oversight Committee may not receive any gift or entertainment from any broker-dealer or transition manager with which EIM currently transacts.

 

  5.

Access Persons may not accept or give cash or cash equivalent gifts (e.g., American Express gift cheques), without the prior approval of the Review Officer. Gift certificates to retail stores and restaurants may be accepted without prior approval, as long as it is below the de minimis standard but must be reported pursuant to Section 7 below. This activity is related to business relationships of EIM, the Administrator or the Funds.

 

  6.

Access Persons should be mindful of the frequency of gifts and entertainment as that may be looked upon as excessive. Access Persons are generally prohibited from accepting business entertainment that exceeds $1,200.00 in value per person in one calendar year (including, e.g., sporting events, concerts, theater or comparable entertainment). Business relationship sponsored events such as charitable events or awards dinners will not count toward the $300.00 per business event limit and the $1,200.00 business entertainment per calendar year limit.

 

  7.

Gifts under the de minimis standard must be reported, except as provided in Section 9 below. Any gifts and entertainment that exceed the de minimis standard must be pre-approved by the CCO or the Review Officer, if practicable, prior to accepting the gift. In circumstances in which the Access Person may not be able to obtain pre-approval for the receipt of a gift or entertainment, the Access Person should notify Compliance as soon as possible for a determination whether reimbursement is appropriate.

 

13


  8.

Access Persons may not provide business entertainment without accompanying the guest and may not receive business entertainment without the business representative in attendance, without obtaining pre-approval by the CCO or the Review Officer. Business entertainment greater than $300.00 per event requires pre-approval by the CCO or the Review Officer.

 

  9.

The following items do not need to be reported:

 

  a.

Promotional items containing a company logo (e.g., pens, key chains, note pads, mugs, desk items) of less than $50.00 in value;

 

  b.

Gifts given by the Company or Access Person in recognition of a special occasion or life event (e.g., birthday gift or baby gift);

 

  c.

Gifts that are directed to the Company or a group within the Company or are otherwise shared by employees (e.g., holiday gift baskets, holiday group lunches); and

 

  d.

Gifts received by an Access Person from a raffle by the Legal Department of EIM and the Administrator (“Legal Department”) or the Compliance Department (e.g., tickets that are raffled off to employees).

 

  10.

Gifts and entertainment should be valued at cost or face value. All reportable gifts and entertainment shall be reported during the quarterly Code of Ethics reporting cycle. In certain situations, an employee may not be able to ascertain the cost of an event after its conclusion (e.g., business dinners). Compliance should be consulted when reporting such items to determine the course of action.

 

  11.

Employees who support the wholesale distribution function may use other applications to report gifts and entertainment as approved by the compliance department of Equitable Distributors, LLC.

 

14


The following chart summarizes the reporting and pre-approval requirements for gifts and entertainment received or provided by Access Persons:

 

No pre-approval required. No
reporting required.

  

No pre-approval required. Must be
reported.

  

Pre-approval required.

  

Prohibited.

Promotional items containing a company logo (e.g., pens, key chains, note pads, mugs, desk items) less than $50.00 in value    Promotional items containing a company logo greater than $50.00 in value    Gifts above the de minimis standard    Cash or cash equivalent gifts without prior approval
Gifts given by the Company or Access Person that are given for special occasions or life events (e.g., baby gift or birthday gift)    Gifts (other than the items in the first column) below the de minimis standard    Business entertainment that includes a guest of the Access Person (e.g., spouse, child)    Business entertainment greater than $1,200 per person in one calendar year
Gifts that are directed to the Company or a group within the Company, or are otherwise shared by employees (e.g., holiday gift baskets)    Business entertainment (meals or entertainment in conjunction with a bona fide business meeting)    Providing business entertainment without accompanying the guest is considered a gift and requires approval    Gifts given by Access Person with an aggregate value in excess of $100 per year to persons associated with securities or financial organizations, including exchanges, broker/dealer firms or news media
Recipients of items that are raffled off by the Legal or Compliance Departments (e.g., event tickets)       Receiving entertainment without a business representative in attendance is considered a gift and requires approval    Members of the Trade Practices Oversight Committee may not receive any gift from any broker or transition manager with which EIM currently transacts
Gifts or entertainment among employees of EIM, the Administrator or the Funds       Business entertainment greater than $300 per event    Requesting tickets to entertainment events from companies with which EIM, the Administrator or the Funds have a business relationship
Lunches or dinners directed to the Company or a group within the Company (e.g., holiday lunch)       Requests from EIM or the Administrator business relationships to attend or contribute toward sponsored events (e.g., charitable events, award dinners)    Gifts or entertainment from potential new business relationships during active negotiations or RFP process

 

  B.

Service on the Board or as an Officer of Another Company. To avoid conflicts of interest, sharing of inside information and other compliance and business issues, Access Persons generally are prohibited from serving as officers or members of the board of any other entity. Exceptions to this provision must be obtained through the CCO and the Fund’s Board of

 

15


  Trustees. Exceptions must be provided in writing and granted only based on the best interests of a Fund and Company and their shareholders/clients. The CCO can deny the exception request for any reason.

 

  C.

Other Outside Business Activity. Access Persons must obtain preapproval from Compliance prior to engaging in any outside business activity as this may interfere with their duties with the firm. Preapprovals must be submitted to the CCO and will be reviewed by Compliance. Outside business activities include, but are not limited to:

 

  1.

Employment with another firm;

 

  2.

Consulting engagements;

 

  3.

Public/Charitable positions;

 

  4.

Fiduciary appointments other than with respect to family members; and

 

  D.

Political Contributions. EIM and the Administrator have adopted policies and procedures (“Pay-to-Play Policy”) in accordance with Rule 206(4)-5 under the Advisers Act. Pursuant to the Pay-to-Play Policy, Covered Associates (as defined in the Pay-to-Play Policy) are prohibited from, among other things, making any direct or indirect political contribution, either personally or on behalf of EIM or the Administrator, to any political party, elected official or candidate with the intention of soliciting or maintaining investment advisory business for EIM or the Administrator. Violations of the Pay-to-Play Policy are viewed as violations of this Code and may result in disciplinary action or sanctions as listed in Section IX below.

 

V.

Approval and Adoption of Code of Ethics.

 

  A.

Prior to initially approving any proposed new or additional investment adviser, sub-adviser or affiliated principal underwriter for a Portfolio, the Board of Trustees, including a majority of the Disinterested Trustees, must approve the new or additional investment advisers, sub-adviser’s or affiliated principal underwriter’s Code. The Board must base its approval on a determination that the relevant Code contains provisions reasonably necessary to prevent Access Persons from engaging in conduct prohibited by Rule 17j-1 under the 1940 Act.

 

  B.

Within six months of the adoption of any material changes to its Code, a Company and any Sub-Adviser must provide the material changes to the applicable Board of Trustees for approval and the Board of Trustees must consider the material changes to the relevant Code.

 

16


VI.

Reporting Obligations.

 

  A.

The Funds. Each Company shall provide the following to the Board of Trustees:

 

  1.

periodic reports on issues raised under the Code or any related procedures; and

 

  2.

on an annual basis, (i) a written report that describes issues that arose during the previous year under the Code, or any other related procedures, including but not limited to, information about material violations of the Code or procedures and any sanctions imposed in response to the material violations or its procedures, and (ii), a written certification that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

 

  B.

Access Persons. Each Access Person (other than the Fund’s Disinterested Trustees) shall file the following reports with the appropriate Review Officers:

 

  1.

Initial Holdings Report.    Each Access Person must provide to the Review Officer an initial complete listing of all Covered Securities in Covered Accounts and shares of any Portfolio of a Fund directly or indirectly owned by such person as of the date the person first becomes an “Access Person.” The initial listing must be submitted no later than ten (10) days after the person becomes an Access Person under this Code. The information contained in the initial report must be current as of a date no more than 45 days prior to the date the person first becomes an Access Person. The listing must contain the following information:

 

  a.

the title of the Covered Security or Portfolio of a Fund;

 

  b.

the number of shares held;

 

  c.

the principal amount of the Covered Security or Portfolio of a Fund;

 

  d.

the name of any broker, dealer or bank with whom the Access Person maintained an account in which the named Covered Securities or Portfolio of a Fund were held; and

 

  e.

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

 

  2.

Quarterly Reports. Each Access Person must provide to the Review Officer, on a quarterly basis, a report indicating all transactions in Covered Securities in Covered Accounts and any Portfolio of a Fund in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership.

 

17


  a.

Every report shall be made not later than thirty (30) days after the end of the calendar quarter in which the transaction to which the report relates was affected, and shall contain the following information:

 

  i.

The date of the transaction, the title, the interest rate and maturity date (if applicable) and the number of shares or the principal amount of each Covered Security or Portfolio of a Fund involved;

 

  ii.

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

 

  iii.

The price at which the transaction was affected;

 

  iv.

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

 

  v.

The date the report was submitted by the Access Person.

 

  b.

In the event no reportable transactions occurred during the quarter, the report should be so noted and returned signed and dated to the Review Officer.

 

  c.

Typically, the transactions in Covered Securities in Covered Accounts are obtained by the Review Officer through automated data feeds or scanned duplicate statements for all Access Persons.

 

  3.

Newly Opened Accounts. If an Access Person opens an account while employed at the Companies or Funds, you must notify Compliance. On a quarterly basis, he/she is required to report all new accounts that he/she or a family/household member has opened during that quarter. Access persons should review the name of the broker, dealer or bank, the account number, date the account was established, and any other information for accuracy. For those persons deemed to be Investment Personnel you will be required to send a letter to the broker/dealer/bank to request duplicate copies of transaction confirmations and account statements for Compliance. Conversely, if you close an account while employed at Companies or Funds, he/she must notify Compliance. If duplicate confirms are being provided, you will be required to send a letter to your broker/dealer/bank to request that they stop sending Compliance duplicate confirms and statements.

 

18


  4.

Annual Holdings Report. Each Access Person must provide to the Review Officer a complete listing of all Covered Securities in Covered Accounts and shares of any Portfolio of a Fund owned by the Access Person, which covers the prior calendar year, no later than January 30 of each year and current as of a date no more than 45 days before the report is submitted. You are required to report all Covered Accounts in which you or your family/household members hold any securities that could benefit you or your family/household members directly or indirectly. The listing must contain the following information:

 

  a.

the title of the Covered Security or Portfolio of a Fund;

 

  b.

the number of shares held;

 

  c.

the principal amount of the Covered Security or Portfolio of a Fund;

 

  d.

the name of any broker, dealer or bank with whom the Access Person maintained an account in which the Covered Securities or Portfolio of a Fund are held; and

 

  e.

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

 

  5.

Annual Certification. All Access Persons shall be required to certify annually that they have read and understand the Code. Further, all Access Persons are required to certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code.

 

  6.

Annual Certification for Non-Discretionary Accounts. Access Persons who maintain beneficial ownership of Covered Securities in one or more Non-Discretionary Accounts will be required to certify annually that they have no direct or indirect influence or control over the Non-Discretionary Accounts and have not directed the fiduciary of such Non-Discretionary Accounts to buy or sell securities in the account.

 

  C.

Review Officer. Each Review Officer shall submit the reports, as described in Paragraph B. above, with respect to his or her own personal securities transactions to an Alternate Review Officer, such as the CCO. In the case of the CCO’s activities, the Chief Legal Officer of EIM and the Administrator will review such transactions and activity. The Alternate Review Officer designated to receive and review the Review Officer’s reports shall undertake those responsibilities in a manner consistent with the responsibilities of the Review Officer under this Code.

 

19


  D.

Disinterested Trustees.

 

  1.

A Disinterested Trustee shall report transactions in Covered Securities only if the Trustee knew, or in the ordinary course of fulfilling his or her official duties as a trustee, should have known, that during the 15-day period immediately preceding or following the date of the transaction (or such period prescribed by applicable law), the Covered Security was purchased or sold, or was being considered for purchase or sale, by any Portfolio of the Fund.

 

  a.

The “should have known standard” implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting any of Portfolio’s investment objectives, or that any knowledge is to be imputed because of prior knowledge of any Portfolio’s portfolio holdings, market considerations, or any Portfolio’s investment policies, objectives and restrictions.

 

  1.

Every Disinterested Trustee shall report the name of any publicly-owned company (or any company anticipating a public offering of its equity Securities) and the total number of its shares beneficially owned by the Disinterested Trustees if such total ownership is more than 12 of 1% of the outstanding shares of the company.

 

  2.

No Disinterested Trustee may transact in any Covered Securities that have been discussed at a meeting where the Disinterested Trustee has attended for a period of 10 business days following the meeting.

 

  E.

Sub-Advisers. Each Sub-Adviser shall:

 

  1.

Adopt a code of ethics that satisfies the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act;

 

  2.

Submit a copy of such code to the Board of the Fund for its consideration and approval

 

  3.

No less frequently than quarterly, report to the Fund, in writing, any material amendments to such code;

 

  4.

No less frequently than quarterly, furnish to the Fund a quarterly certification regarding reasonable procedures to prevent violations of their Code and required documentation to be retained

 

  5.

No less frequently than quarterly, request information regarding violation(s) of such code by any person who is an Access Person to the Fund; and

 

20


  6.

Provide, on an annual basis, (i) a written report that describes material issues that arose during the previous year under such code, , including but not limited to, information about material violations of such code or procedures and any sanctions imposed in response to the material violations or its procedures, and (ii), a written certification that it has adopted procedures reasonably necessary to prevent the sub-adviser’s Access Persons from violating such code.

 

  F.

Temporary Employees, Interns, Consultants and Guests. Temporary employees, interns or consultants of the Funds whose assignments exceed 90 days, or who have otherwise been designated by the Compliance Department as temporary Access Persons under this Code, are required to certify for the period during which the designation as an Access Person is in effect, that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code. Guests, visitors or other persons who may have temporary access to information regarding Covered Securities (i.e., less than 90 days) and who are not designated Access Persons may receive relevant training from the Compliance Department and may be requested by the Compliance Department to provide certifications related to this activity.

 

  G.

Confidentiality. All reports of securities transactions and any other information filed with the Fund pursuant to this Code shall be treated as confidential. In this regard, no Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of any of the Companies) any information regarding Securities transactions made or being considered by or on behalf of any Portfolio of the Fund.

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

 

VII.

Review and Enforcement

 

  A.

The Code requires that if at any time you become aware that you, any members of your family/household or any other Access Person, have violated the Code, it is your fiduciary obligation to report such violation(s) to the CCO, or the Review Officer in the CCO’s absence, immediately. All Access Persons are required to report actual or suspected violations of the Code promptly to the CCO or his designee. Any retaliation against an employee who reports a violation is prohibited and constitutes a further violation of the Code.

 

21


  B.

The Review Officer for the Fund shall compare all reported personal securities transactions with completed portfolio transactions of each Portfolio of a Fund and a list of the securities within the trading universe to determine whether a violation of this Code may have occurred. One test that may be applied in determining whether a violation of the Code has occurred will be to review the securities transactions of Access Persons for patterns of transactions. For example:

 

  1.

Any pattern involving parallel transactions (for any Portfolio of the Fund and the individual both buying or both selling the same Security) or opposite transactions (buy/sell or sell/buy) within the Restricted Period may be analyzed to determine whether the individual’s transaction may have violated the Code.

 

  2.

Among the other factors that may be considered in the analysis are:

 

  a.

the number and dollar amount of the transactions;

 

  b.

the trading volume of the Covered Security in question;

 

  c.

the length of time the Covered Security has been held by the individual; and

 

  d.

the individual’s involvement in the investment process.

It should be noted, however, that a violation could be deemed to have resulted from a single transaction if the circumstances warrant a finding that the underlying principles of fair dealing have been violated. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

 

  C.

If the Review Officer determines that a violation of this Code may have occurred, the Review Officer shall submit his or her written determination, together with a confidential report and any additional explanatory material provided by the individual, to the Chief Compliance Officer of the Fund.

 

  D.

If the Review Officer and the Chief Compliance Officer find that a violation has occurred, the Chief Compliance Officer shall impose upon the individual such sanctions as he or she deems appropriate and shall report the violation and the sanction imposed to the Board of Trustees of the Fund.

 

22


  E.

No person shall participate in a determination of (1) whether he or she personally has committed a violation of the Code, or (2) the imposition of any sanction in the event he or she has committed a violation of the Code.

 

  F.

The CCO, in consultation with the Legal Department, may from time to time grant exceptions, other than or in addition to those described in this Code, if it is determined that the case involves no opportunity for abuses and does not conflict with the interests of clients or the Funds. Requests for exceptions must be in writing to the CCO or the Review Officer. The CCO, in consultation with the Legal Department, may from time to time adopt interpretations of this Code as deemed appropriate.

 

  G.

Exemptions from Certain Reporting Requirements. The following are exempt from certain reporting requirements of this Code:

 

  1.

Non-Discretionary Accounts – Personal Securities Transactions. Transactions in Covered Securities held in an approved Non-Discretionary Account are exempt from the personal trading restrictions of this Code and are exempt from the quarterly reporting requirements of Section VI of this Code. In order to rely on the exemption for a Non-Discretionary Account, an Access Person must provide to the Compliance Department an attestation from the financial adviser, broker, trustee or other control person of the Non-Discretionary Account (the “Fiduciary”) that confirms: (1) the Fiduciary has been granted full discretionary authority for the management of the Non-Discretionary Account, (2) neither the Access Person nor his/her immediate family members will be consulted prior to the purchase or sale of securities in the Non-Discretionary Account, (3) the Fiduciary will not accept any direction from the Access Person or his/her immediate family members to buy or sell any securities for the Non-Discretionary Account or as to the particular allocation of investments in the Non-Discretionary Account. Access Persons are required to disclose Non-Discretionary Accounts and any covered/reportable securities in these accounts in the initial holdings report and annual holdings report required by Section VI of this Code. A Review Officer may otherwise request, and an Access Person must provide in response to such a request, reports of any holdings or transactions made in any Non-Discretionary Accounts to identify transactions that would be prohibited under this Code, absent reliance on the personal trading and reporting exceptions.

 

  2.

Automatic Investment Plans – Personal Securities Transactions. Access Persons are not required to disclose on their quarterly transaction reports any securities that were purchased or sold through an Automatic Investment Plan, including dividend reinvestment plans, 401(k) rebalance programs or automatic

 

23


  investments in variable deferred compensation plans (e.g., Karr Barth). You are required to disclose these holdings on your initial and annual holdings reports.

 

  3.

Educational Savings Plans – Personal Securities Transactions. Access Persons are not required to report accounts that are held through educational savings plans (i.e., 529 Plans) that only allow unaffiliated mutual funds.

 

  4.

Retirement Savings Plans – Personal Securities Transactions. Access Persons are not required to report accounts that are held through retirement savings plans (e.g., 401(k), 403(b), pension plans) that only allow unaffiliated mutual funds.

 

  3.

Other Exemptions

 

  a.

Transactions effected for, and Covered Securities held in, any account over which the Access Person had no direct or indirect influence or control.

 

  b.

Securities issued by the parent company of each Company, including securities issued through Stock Plan Accounts (e.g., Stock Purchase, Restricted Stock, Stock Option), are not considered Covered Accounts under this Code. Trading in shares of securities issued by EIM’s and the Administrator’s parent company are subject to restrictions under the parent company’s relevant policies and procedures.

 

  c.

Transactions executed in a prior employer’s automated profit sharing or retirement plan, except that discretionary transactions in such plans are still subject to the reporting requirements to the extent that such plans are not otherwise exempted from the reporting requirements under this Code.

 

  d.

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

 

  e.

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

 

  f.

Transactions in municipal bonds.

 

24


VIII.

Records. The Companies shall maintain records in the manner and to the extent set forth below, which may be maintained on microfilm or by such other means permissible under the conditions described in Rule 31a-2 under the 1940 Act, or under no-action letters or interpretations under that rule, and shall be available for examination by representatives of the Securities and Exchange Commission.

 

  A.

A copy of this Code shall be preserved in an easily accessible place (including for five (5) years after this Code is no longer in effect).

 

  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 (5) years following the end of the fiscal year in which the violation occurs.

 

  C.

A copy of each report, including any information provided in lieu of the report, made by an Access Person pursuant to this Code shall be preserved for a period of not less than five (5) years from the end of the fiscal year in which it is made, the first two years in an easily accessible place.

 

  D.

A list of all Access Persons who are, or within the past five (5) years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place.

 

IX.

Sanctions

 

  A.

The Funds and the Companies each treat violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, a Fund or a Company may impose one, several or all of the following: formal warnings or fines as outlined in this Code; a disgorgement of trading gains; suspension or termination of your employment; make a civil referral to the SEC; and/or make a criminal referral. Some examples of violations include: improper trading activity; failing to file required reports; making inaccurate or misleading reports or statements concerning trading activity or securities accounts; and inappropriate individual conduct, even if no clients are harmed. If you have any doubt or uncertainty about what this Code requires or permits, you should consult the appropriate Review Officer.

The Review Officer shall determine whether the policies established in this Code have been violated, and what sanctions, if any, should be imposed. The Review Officer will notify Access Persons of any discrepancy between their personal activities and the rules outlined in this Code. If a discrepancy cannot be thoroughly explained or corrected to the Review Officer’s satisfaction, the Review Officer has full authority to determine and impose a sanction upon any employee or director who

 

25


may have violated the Code or the spirit of the Code. Failure to promptly abide by a directive to reverse a trade, forfeit profits, or pay a fine, may result in the imposition of additional sanctions.

 

  B.

The table below describes the sanctions that may be imposed for certain violations. The Review Officer has full discretion to impose sanctions that are more or less than those outlined in the table. Sanctions also may be imposed for any violation not discussed below.

 

Violation

  

Potential Sanctions

Late Reporting or Certification   

First Offense: Written warning

 

Second Offense Within a 2-year period, written warning and review of requirements with CCO. Depending on facts and circumstances of each incident, additional sections including a temporary suspension of personal securities transaction rights of us to 6 months.

Failure to Preclear or Trading on Expired Preclearance Approval   

First Offense: For instances not involving impacts to client accounts a written warning will be issued. If activity is deemed impactful, in addition to a written warning, disgorgement of any profits will be evaluated.

 

Second Offense Within a 2-year period, disgorgement of any profits and possible temporary suspension of personal securities transaction rights of up to 6 months and possible reversing of questionable trades

 

Subsequent Offense: Disgorgement of any profits and temporary suspension of personal securities transaction rights of up to one year and reversing of questionable trades

Market Timing    Disgorgement of any profits; temporary suspension of personal securities transaction rights of up to one year; possible termination of employment and civil or criminal referral
Providing False or Omitting Material Information on Reports or Certifications    Suspension of personal securities transaction rights; possible termination of employment and civil and criminal referral
Front Running or Purchasing Securities within Blackout Periods    Disgorgement of profits; temporary suspension of personal securities transaction rights of up to one year and possible reversing of questionable trades and possible termination of employment

 

26


Violation

  

Potential Sanctions

Short-term Trading   

First Offense: Verbal warning plus disgorgement of profits

 

Second Offense within a two-year time period: Disgorgement of profits; temporary suspension of personal transaction rights of up to 6 months; possible reversing of questionable trades

 

Subsequent Offenses: Disgorgement of profits; temporary suspension of personal securities transaction rights of up to one year; possible reversing of questionable trades

7

Trading Securities on Restricted List    Disgorgement of any profits; temporary suspension of personal securities transactions of up to one year; possible reversing of questionable trades
Gifts & Entertainment - Failure to Preclear, Acceptance or Giving of Gifts & Entertainment Above de minimis   

First Warning: Written Warning

Second Warning within a two-year time period: Varies.

 

X.

Approval, Amendment and Interpretation of Provisions.

 

  A.

This Code may be amended as necessary or appropriate with the approval of the Board of Trustees.

 

  B.

This Code is subject to interpretation by the Board of Trustees in its discretion.

 

27


Approved by EQ Advisors Trust Board: December 6-7, 2011

Approved by EQ Premier VIP Trust Board: December 1, 2011

Adopted by 1290 Funds Board: June 10, 2014

Amendments approved December 12-13, 2017, March 18, 2020

 

   

Updated effective May 1, 2020 to reflect EQ Premier VIP name change

 

   

Updated effective June 15, 2020 to reflect corporate name changes

 

   

Updated effective August 2021 to reflect the addition of the Administrator

Predecessor Code of Ethics adopted by EQ Advisors Trust Board: March 31, 1997

Amendments approved July 11, 2000, May 23, 2001, December 3, 2003, December 1, 2004, June 6, 2007, July 8-9, 2008, March 1-2, 2011

Predecessor Code of Ethics adopted by AXA Premier VIP Trust Board: November 29, 2001

Amendments approved December 10, 2003, December 9, 2004, March 3, 2005, June 13, 2007, July 23-24, 2008, March 17, 2011

Approved by AXA Equitable Funds Management Group, LLC Board: December 7, 2011

Amendments approved effective January 1, 2018

Approved by AXA Distributors, LLC Board: 2018

 

28


Revised Code of Ethics of Capital International, revised 7/2021

Exhibit (p)(3)

Capital Group associates are responsible for maintaining the highest ethical standards. The Code of Ethics is intended to help associates observe exemplary standards of integrity, honesty and trust. It sets out standards for our personal conduct, including personal investing, gifts and entertainment, outside business interests and affiliations, political contributions, insider trading, and client confidentiality.

Our fund shareholders and clients have placed their trust in Capital to manage their assets. As investment advisers, we act as fiduciaries to our clients. This means we owe them both a duty of care and a duty of loyalty.

Capital has earned a reputation over many years for acting with the highest integrity and ethics. Reputations are fragile, however, and Capital’s reputation can be harmed if any of us fails to act ethically and in the best interests of our clients. We each must hold ourselves to the highest standards of behavior, regardless of business custom, and strive to avoid even the appearance of impropriety. We all share this responsibility — if you have any doubt whether an action or circumstance is consistent with our standards, raise it.

Associates should be aware that their actions outside of the workplace can reflect on the ethics of our organization and potentially harm our reputation. For this reason, associates should exercise caution and good judgment in order to avoid having their actions outside of the workplace impact Capital, our workplace or our associates.

No set of rules can anticipate every possible situation, so it is essential that associates adhere to the spirit as well as the letter of the Code of Ethics. Any activity that compromises the trust our clients have placed in us, even if it does not expressly violate a rule, has the potential to harm our reputation. Associates are reminded of one of Capital’s core principles: that we must do the right thing as a matter of principle, not just in observance of policy.

In addition to the specific policies described below, associates have the following fundamental obligations under the Code of Ethics:

 

   

Associates must avoid those situations that might place, or appear to place, their personal interests in conflict with the interests of Capital, our clients or fund shareholders.

 

   

Associates must not take advantage of their role with Capital to benefit themselves or another party.

 

   

Associates must comply with the laws, rules and regulations that apply to us in the conduct of our business.

 

   

Associates must promptly report violations of the Code of Ethics.

It is important that all associates comply with the Code of Ethics, including its related guidelines and policies. Failure to do so could result in disciplinary action, including termination.

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.

 

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Working ethically

In order to maintain the highest ethical standards, Capital strives to recruit, hire and retain exceptional and diverse talent. We can only do so by offering a work environment where associates have a voice, feel respected and can thrive, grow, and bring their most authentic selves to the workplace. In order to help foster such an environment, we have established certain employment policies designed in part to ensure associates interact in a professional, productive and inclusive manner. All associates are expected to be familiar and comply with these and the other policies included in our Associate Handbooks. Because we hold ourselves to the highest ethical standards, our policies often exceed what may be required by law or observed at other companies.

The following sections summarize some of your obligations under the Associate Handbook. Due to their importance to our workplace, violation of the policies in our Associate Handbooks could result in disciplinary action, up to and including termination of employment. Links to our Associate Handbooks are available in the Reporting requirements section below.

Providing equal employment opportunities and preventing discrimination and harassment

All associates at Capital are responsible for maintaining a professional, inclusive work environment. As an equal opportunity employer, we do not tolerate discrimination. Our policies prohibit unlawful discrimination on the basis of race, religion, color, national origin, ancestry, sex (including gender, gender expression and gender identity), pregnancy, childbirth and related medical conditions, age, physical or mental disability, medical condition, genetic information, marital status, sexual orientation, citizenship status, AIDS/HIV status, political activities or affiliations, military or veteran status, status as a victim of domestic violence, assault or stalking or any other characteristic protected by federal, state or local law.

Harassment is a form of discrimination and violates our commitment to equal employment opportunities. Harassment in violation of our policies occurs when unwelcome comments or conduct based on a protected status unreasonably interfere with an associate’s work performance or create an intimidating, hostile or offensive work environment.

We are committed to promptly investigating and taking action to eliminate any discrimination and harassment that occurs in the workplace. When requested by our Human Resources or Legal Department, all associates are expected to cooperate fully in any investigation into a violation of our policies against discrimination and harassment. Our commitment is to address such claims promptly and to take corrective action as appropriate.

Associates are encouraged to report harassment to Human Resources, any manager in the organization or through our Open Line (contact information for Open Line is outlined below in Reporting requirements).

Close personal relationships in the office

When associates have a close personal, intimate or familial relationship in the workplace, it can create an actual or potential conflict of interest. It can also negatively impact the work environment. For this reason, Capital requires that all associates report any personal intimate or familial relationship with another associate or a business partner employee to Human Resources. Under this policy, certain relationships are prohibited, such as intimate relationships between managers and associates in their reporting lines.

 

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Interacting with the public

Regardless of whether you are speaking on behalf of Capital or simply using social media for personal use, we expect all associates to maintain both client and firm confidentiality, and to protect the firm’s reputation. The lines between public and private, personal and professional, can become blurred, particularly within the realm of social media. By identifying yourself as a Capital associate within a social network, you are connected, either directly or indirectly, to colleagues, managers, clients and investors. Information originally intended for friends and family can be forwarded and, ultimately, lead to unintended consequences. For this reason, associates should exercise extra caution and good judgment and avoid mixing personal and business social networks and ensure that they abide by all local laws and regulations and applicable Capital policies, such as the policy against harassment.

Protecting sensitive information

Capital Group regularly creates, collects, and maintains valuable proprietary information, which is essential to our business operations and the performance of services for our clients. This information derives its value, in part, from not being generally known outside of Capital (hereinafter “Confidential Information”). It includes confidential electronic information in any medium, hard-copy information, and information shared orally or visually (such as by telephone or video conference). The confidentiality, integrity and limited availability of such information is regarded as fundamental to the successful business operations of Capital Group. The purpose of the Confidential Information Policy is to protect our information from disclosure – intentional or inadvertent – and to ensure that associates understand their obligation to protect and maintain its confidentiality.

 

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Code of Ethics guidelines

No special treatment from broker-dealers

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from broker-dealers may not be accepted. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

No excessive trading of Capital-affiliated funds

Associates should not engage in excessive trading of the American Funds or other Capital-managed investment vehicles worldwide in order to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

Ban on Initial Public Offerings (IPOs) and Initial Coin Offerings (ICOs)

All associates and immediate family members residing in the same household may not participate in IPOs or ICOs.

Exceptions for participation in IPOs are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

Avoiding conflicts

Associates must avoid conflicts of interest that can occur when their business, financial or other interests interfere, or reasonably appear to interfere, with their duty to serve the interests of Capital and our clients. Conflicts of interest include any situation where financial or other personal factors compromise objectivity or professional judgment. Even the appearance of conflict could negatively impact Capital and harm our reputation.

Portfolio managers and investment analysts should be aware of the potential conflicts that can arise when they invest on behalf of fund shareholders and clients. The investments we make for our clients must be based on their best interests, and should not be, or appear to be, based on the self-interest of our associates. Accordingly, members of the investment group must disclose to the Code of Ethics Team if they or any of their family members, such as parents, children, siblings, in-laws or other family members with whom they have a close relationship, has a material business, financial or personal relationship with a company that they hold or are eligible to purchase professionally. Examples of a material relationship include: (1) a family member serving as a senior officer or executive of a portfolio company, (2) significant beneficial ownership of a portfolio company by the associate or their family members, and (3) involvement by the associate or a family member in a significant transaction or business opportunity with a portfolio company.

 

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In addition, associates should avoid conflicts related to Capital’s business, and therefore must not:

 

   

Engage in a business that competes, directly or indirectly, with the interests of Capital, or is related to their role or responsibilities at Capital;

 

   

Act for Capital in any transaction or business relationship that involves the associate, members of their family or other people or organizations with whom the associate or their family member(s) have a significant personal connection or financial interest;

 

   

Negotiate with Capital on behalf of any such people or organizations; or

 

   

Use or attempt to use their position at Capital to obtain any improper personal benefit for themselves, family member(s) or any other party.

No policy can anticipate every possible conflict of interest and all associates must be vigilant in guarding against anything that could color our judgment. Any associate who is aware of a transaction or relationship that could reasonably be expected to give rise to a conflict of interest or perceived conflict of interest must disclose the matter promptly to a member of the Code of Ethics Team. If there is any doubt or if something does not feel consistent with our standards, raise the issue.

Any changes in a previously disclosed potential conflict, outside business interest or affiliation that could be relevant to an evaluation of a potential conflict must also be promptly disclosed. Examples of changes to disclose include: (1) a change in research coverage of an investment analyst to include a company with a family member serving as a senior executive (even if the senior executive relationship had previously been disclosed); (2) a change in an associate’s role to trader if the associate had previously disclosed a sibling who works as a sell-side trader; and 3) a change in the line of business or activities of an outside business interest of an associate.

Outside business interests/affiliations

Associates should avoid outside business interests or affiliations that may give rise to conflicts of interest or that may create divided loyalties, divert substantial amounts of their time, or compromise their independent judgment.

Associates must obtain approval from the Code of Ethics Team to serve on the board of directors or as an advisory board member of any public or private company. This rule does not apply to: (1) boards of Capital companies or funds; (2) board service that is a direct result of the associate’s responsibilities at Capital, such as for portfolio companies of private equity funds managed by Capital; or (3) boards of non-profit and charitable organizations. Associates must disclose to the Code of Ethics Team if they serve on the board of a non-profit or charitable organization that has issued or has future plans to issue publicly held securities, including debt obligations.

In addition, associates must disclose to the Code of Ethics Team if they or any of their family members, such as parents, children, siblings, in-laws or other family members with whom they have a close relationship:

 

   

serves as a board director or as an advisory board member of,

 

   

holds a senior officer position, such as CEO, CFO or Treasurer with, or

 

   

owns 5% or more, individually or together with other such family members, of

any public company or any private company that may be reasonably expected to go public.

 

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In addition to the disclosure obligations set forth above, associates should be mindful of and must disclose to the Code of Ethics Team any other outside business interest or activity that may present a conflict of interest or the appearance of a conflict of interest or that may compromise their independent judgment. For example, associates must disclose if they have a significant interest in a private company that does business with or competes with Capital, even if that company is not reasonably expected to go public.    

Family members employed by a financial institution

Associates who are “Covered Associates” (as defined below) must disclose if any of their family members, such as parents, children, siblings, in-laws or other family members with whom they have a close relationship, is employed by a broker-dealer, investment adviser or other firm that provides investment research or trade execution services to Capital.

Requests for approval or questions may be directed to the Code of Ethics Team.

Other guidelines

Statements and disclosures about Capital, including those made to fund shareholders and clients and in regulatory filings, should be accurate and not misleading.

Reporting requirements

Annual certification of the Code of Ethics

All associates are required to certify at least annually that they have read and understand the Code of Ethics. Questions or issues relating to the Code of Ethics should be directed to the associate’s manager or the Code of Ethics Team.

Reporting violations

All associates are responsible for complying with the Code of Ethics. As part of that responsibility, associates are obligated to report violations of the Code of Ethics promptly, including: (1) fraud or illegal acts involving any aspect of Capital’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund shareholders or clients. Deviations from controls or procedures that safeguard Capital, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate action will be taken, which may include reporting the matter to the firm’s regulator if determined to be appropriate by legal counsel. Once a violation has been reported, all associates are required to cooperate with Capital in the internal investigation of any matter by providing honest, truthful and complete information.

Associates may report confidentially to a manager/department head or to the Open Line Committee.

 

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Associates may also contact the Chief Compliance Officers of CB&T, CIInc, CRC, CIAM, CRMC, or legal counsel employed with Capital.

Capital strictly prohibits retaliation against any associate who in good faith makes a complaint, raises a concern, provides information or otherwise assists in an investigation regarding any conduct that he or she reasonably believes to be in violation of the Code of Ethics. This policy is designed to ensure that associates comply with their obligations to report violations without fear of retaliation.

Policies

Capital’s policies regarding gifts and entertainment, political contributions, insider trading and personal investing are summarized below.

Gifts and Entertainment Policy

The Gifts and Entertainment Policy, is intended to ensure that gifts and entertainment involving associates do not raise questions of propriety regarding Capital’s business relationships or prospective business relationships, or Capital’s interactions with government officials. If a gift or entertainment is excessive, repetitive, or extravagant, it can raise the appearance of favoritism or the potential for a conflict of interest. By understanding and following the Policy requirements, associates help Capital safeguard the company and ensure compliance with regulatory rules.

 

   

Associates may not accept from or give to any one individual or entity a gift or group of gifts exceeding in aggregate $100 in a 12-month calendar year period if such a person or entity conducts, or may conduct, business with Capital. Trading department associates are subject to different limits and reporting requirements and are generally not permitted to receive gifts. Trading associates may be asked to return gifts received.

 

   

Associates must receive approval from their manager and the Code of Ethics Team before accepting or extending entertainment with a market value greater than $500. This value is cumulative for associates and their invited guests. Trading department associates are prohibited from accepting entertainment, regardless of value, unless the associate or Capital pays.

Gifts or entertainment extended to a private-sector person by a Capital associate and approved by the associate’s manager for reimbursement by Capital do not need to be reported (or precleared). Trading department associates should report gifts and entertainment extended regardless of reimbursement. Dollar amounts refer to U.S. dollars.

Please note AFD/CGIIS associates are subject to separate policies regarding extending gifts and entertainment and are also required under the Policy to report all gifts and entertainment, regardless of value.

Capital Group is registered as a federal lobbyist and special rules apply to gifts and entertainment involving government officials and employees as a result. Associates must receive approval from Capital’s Code of Ethics Team prior to either: (1) hosting a federal government official or employee at a Capital facility if anything of value (e.g. food, tangible item) will be presented to that individual; or (2) providing anything of value to a federal government official or employee if Capital will pay or reimburse for the related cost.

 

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Reporting

The limitations relating to gifts and entertainment apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding $50 and business entertainment in which an event exceeds $75 (although it is recommended that associates report all gifts and entertainment). Trading department associates should notify the Code of Ethics Team when gifts are received and report such gifts quarterly, whether the gift is received by an individual associate or by a department. In addition, trading associates should report gifts and entertainment extended regardless of reimbursement.

Charitable contributions

Associates must not allow Capital’s present or anticipated business to be a factor in soliciting political or charitable contributions from outside parties. In addition, it is generally not appropriate to solicit these outside parties or Capital associates for donations to a family-run non-profit organization, family foundation, donor-advised fund or other charitable organization in which an associate or their family members are significantly involved. Board membership alone would not be considered significant involvement.

Gifts and Entertainment Committee

The Gifts and Entertainment Committee oversees administration of the Policy. Questions regarding the Gifts and Entertainment Policy may be directed to the Code of Ethics Team.

Political Contributions Policy

Associates must be cautious when engaging in personal political activities, particularly when supporting officials, candidates, or organizations that may be in a position to influence decisions to award business to investment management firms. Associates should not make political contributions to officials or candidates (in any country) for the purpose of influencing the hiring of a Capital Group company as an advisor to a governmental entity. Associates are encouraged to contact the Code of Ethics Team with any questions about this policy.

Associates may not use Capital offices or equipment to engage in political fundraising or solicitation activity, for example, hosting a fundraising event at the office or using Capital phones or email systems to help solicit donations for an elected official, a candidate, Political Action Committee (PAC) or political party. Associates may volunteer their time on behalf of a candidate or political organization but should limit volunteer activities to non-work hours.

For contributions or activities supporting candidates or political organizations within the U.S., we have adopted the guidelines set forth below, which apply to associates classified as “Restricted Associates.”

 

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Guidelines for political contributions and activities within the U.S.

U.S. Securities and Exchange Commission (SEC) regulations limit political contributions to certain Covered Government Officials by certain employees of investment advisory firms and certain affiliated companies. “Covered Government Official,” for purposes of the Political Contributions Policy, is defined as: (1) a state or local official; (2) a candidate for state or local office; or (3) a federal candidate currently holding state or local office.

Many U.S. cities and states have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. Some associates are also subject to these regulations.

Restricted Associates

Certain associates are deemed “Restricted Associates” under this Policy. Restricted Associates include (1) “covered associates” as defined in the SEC’s rule relating to political contributions by investment advisers (Rule 206(4)-5 under the Investment Advisors Act of 1940); and (2) other associates who do not meet that definition but whom Capital has determined should be subject to the restrictions on political contributions contained in the Policy based on their roles and responsibilities at Capital. Contributions by Restricted Associates and their spouse/spouse equivalent are subject to specific limitations, preclearance, and reporting requirements as described below.

Preclearance of political contributions

Contributions by Restricted Associates to any of the following must be precleared:

 

   

State or local officials, or candidates for state or local office

 

   

Federal candidate campaigns and affiliated committees, including federal incumbents and presidential candidates

 

   

Political organizations such as Political Action Committees (PACs), Super PACs and 527 organizations and ballot measure committees

 

   

Non-profit organizations that may engage in political activities, such as 501(c)(4) and 501(c)(6) organizations

Restricted Associates must also preclear U.S. political contributions by their spouse/spouse equivalent to any of the foregoing, as well as contributions to any state, local or federal political party or political party committee, if the aggregate contributions by the Restricted Associate and spouse/spouse equivalent to any one candidate or political entity equals or exceeds $100,000 in a calendar year.

Certain documentation is required for contributions to Covered Governmental Officials, PACs or Super PACs, and may be required for contributions to other entities that engage in political activity. See “Required documentation” below for further details. To preclear a contribution, please contact the Code of Ethics Team.

Contributions include:

 

   

Monetary contributions, gifts or loans

 

   

“In kind” contributions (for example, donations of goods or services or underwriting or hosting fundraisers)

 

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Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, and purchasing tickets to inaugural events)

 

   

Contributions to joint fund-raising committees

 

   

Contributions made by a Political Action Committee (PAC) controlled by a Restricted Associate1

Please contact the Code of Ethics Team to preclear a contribution.

Required documentation

Restricted Associates must obtain additional documentation from an independent legal authority before they will be approved to contribute to Covered Government Officials. The purpose of the legal documentation is to verify that a specific state or local office does not have the ability to directly or indirectly influence the awarding of business to an investment manager. For contributions to PACs, Super PACs, or other entities that engage in political activities, Restricted Associates may be required to obtain a certification that the entity does not contribute to Covered Government Officials. The Code of Ethics Team will provide language for the documentation when you preclear the contribution.

If a candidate currently holds a state/local office and is running for a different state/local office, legal documentation must be obtained for both the current position and the office for which the candidate is running. Exceptions to the documentation requirements may be granted on a case-by-case basis.

Special political contribution requirements – CollegeAmerica

Certain associates involved with “CollegeAmerica,” the American Funds 529 college savings plan sponsored by the Commonwealth of Virginia, are subject to additional restrictions which prohibit them from contributing to Virginia political candidates or parties.

 

1 

“Control” for this purpose includes service as an officer or member of the board (or other governing body) of a PAC.

 

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Administration of the Political Contributions Policy

The U.S. Public Policy Coordinating Group oversees the administration of this Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the Code of Ethics Team.

Insider Trading Policy

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. In addition, trading in fund shares while in possession of material, non-public information that may have an immediate impact on the value of the fund’s shares may constitute insider trading.

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate’s duties. Associates who believe they have material non-public information should contact any lawyer in the organization.

Personal Investing Policy

This policy applies only to “Covered Associates.” Special rules apply to certain associates in some non-U.S. offices.

The Personal Investing Policy (Policy) sets forth specific rules regarding personal investments that apply to “covered” associates. These associates may have access to confidential information that places them in a position of special trust. Under the Code of Ethics, associates are responsible for maintaining the highest ethical standards. Associates are reminded that the requirements of the Code of Ethics apply to personal investing activities, even if the matter is not covered by a specific provision of the Policy.

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearance requests and/or transactions associates make.

Covered Associates

“Covered Associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. The Policy applies to the personal investments of Covered Associates and their spouse/spouse equivalents, significant others (commingling expenses), and other immediate family members residing in their household (for example, children, siblings and parents – including adoptive, step and in-law relationships).

Questions regarding coverage status should be directed to the Code of Ethics Team.

 

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Additional rules apply to Investment Professionals

“Investment Professionals” include portfolio managers, research directors, investment counselors, investment analysts and research associates, investment group administrative assistants, trading associates, and global investment control associates, including assistants. See “Additional policies for Investment Professionals and CIKK associates” below for more details.

Prohibited transactions

The following transactions are prohibited:

 

   

Initial Public Offering (IPO) investments (this prohibition applies to all Capital associates)

 

   

Note: Exceptions are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

 

   

Initial Coin Offering (ICO) investments (this prohibition applies to all Capital associates)

 

   

Excessive trading of Capital-affiliated funds

 

   

Spread betting/contracts for difference (CFD) on securities

 

   

Derivatives on securities and financial contracts, such as futures and forwards contracts, with limited exceptions described below

 

   

Short selling of securities – including short selling “against the box”, with limited exceptions described below

 

   

Transactions in inverse or inverse/long ETFs, with limited exceptions described below

 

   

Interest rate swaps (IRS), with limited exceptions described below

Exceptions:

 

   

Derivatives, financial contracts, short selling and investments in inverse or inverse/long ETF transactions are permitted only if they are based on non-reportable instruments (such as currencies and commodities) or if they are based on the S&P 500, Russell 2000 or MSCI EAFE indices

 

   

Interest rate swaps are permitted if based on currencies and government bonds of the G7

Reporting requirements

Covered Associates are required to report any securities accounts, holdings and transactions: (1) in which the Covered Associate or any immediate family member residing in their household has a pecuniary interest (in other words, the ability to obtain an economic benefit or otherwise profit from a security) or (2) over which the Covered Associate or any immediate family member residing in their household exercises investment discretion or has direct or indirect influence or control. Quarterly and annual certifications of accounts, holdings and transactions must also be submitted. An electronic reporting platform is available for these disclosures.

Examples of accounts that must be disclosed include: (1) trusts if the Covered Associate or family member are the grantor or serve as trustee or custodian or have the ability to appoint or remove the trustee, (2) trusts that you or a family member have the power to revoke, (3) trusts for which you or a family member are a beneficiary and exercise investment discretion or have direct or indirect influence or control, and (4)

 

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accounts of another person or entity if the Covered Associate or family member makes or influences investment decisions, such as by suggesting purchases and sales of securities in the account. The obligation to disclose accounts includes professionally managed accounts.

Covered Associates should immediately notify the Code of Ethics Team when opening new securities accounts; associates may also disclose accounts by logging into Protegent PTA and entering the account information directly.

Newly hired associates and associates transferring into a position designated as “covered” are required to maintain their U.S.-based brokerage accounts with electronic reporting firms. This requirement includes immediate family members living in their household. All Covered Associates and immediate family members residing in their household must use an electronic reporting firm for any new U.S.-based brokerage accounts. There are some exceptions to this requirement which include professionally managed accounts, employer-sponsored retirement accounts, and employee stock purchase plans.

Duplicate statements and trade confirmations (or approved equivalent documentation) are required for accounts holding securities subject to preclearance and/or reporting and due no later than 30 days after the documents’ issuance date. This requirement includes employer-sponsored retirement accounts and employee stock purchase plans (ESPP, ESOP, 401(k)). Documentation allowing the acquisition of shares via an employer-sponsored plan may be required.

Preclearance procedures

Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.

Before any purchase or sale of securities subject to preclearance, including securities that are not publicly traded, Covered Associates must receive approval from the Code of Ethics Team. This requirement applies to any purchase or sale of securities in which the Covered Associate or any immediate family member residing in the same household (1) has, or by reason of such transaction may acquire, pecuniary interest (in other words, the ability to obtain an economic benefit or otherwise profit from a security), or (2) exercises investment discretion or direct or indirect influence or control. Transactions in an approved professionally managed account are not subject to preclearance, except for private investments or other limited offerings which require preclearance and reporting.

Submitting preclearance requests

To submit a preclear request, log into Protegent PTA. Covered Associates should then click on the Preclear button on the Dashboard and enter the request details.

For assistance or questions, please contact the Code of Ethics Team.

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Time. A response to requests will generally be sent within one business day.

Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of Investment Professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term trading policies (see “Additional policies for Investment Professionals and CIKK associates” below). Preclearance requests by Investment Professionals are subject to special review.

 

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Preclearance will generally not be approved for analysts’ transactions involving securities held in their professional portfolio(s) or if the issuer of such securities falls within their industry research responsibilities or a related industry.

Unless a different period is specified, clearance is good until the close of the NYSE on the day of the request. Associates from offices outside the U.S. and/or associates trading on non-U.S. exchanges are usually granted enough time to complete their transaction during the next available trading day.

If the precleared trade has not been executed within the cleared timeframe, preclearance must be requested again. For this reason, the following are strongly discouraged:

 

   

Limit orders (for example, stop loss and good-till-canceled orders)

 

   

Margin accounts

Private investments or other limited offerings

Participation in private investments or other limited offerings are subject to special review. The following types of private investments must be precleared:

 

   

Hedge funds

 

   

Private companies

 

   

Limited Liability Companies (LLCs)

 

   

Limited Partnerships (LPs)

 

   

Private equity funds

 

   

Private funds

 

   

Private placements

 

   

Private real estate investment companies

 

   

Venture capital funds

In addition, opportunities to acquire a stock that is “limited” (that is, a broker-dealer is only given a certain number of shares to sell and is offering the opportunity to buy) may be subject to the Gifts and Entertainment Policy.

 

Code of Ethics

   14      July 2021  

For external use

     


Preclearance procedures for private investments

Preclear private investments by contacting the Code of Ethics Team.

To make a subsequent investment, or increase a previously approved investment, a new Private Investment Preclear Form must be submitted and approval received before making the subsequent or increased investment.

Additional policies for Investment Professionals and CIKK associates

Report cross-holdings for certain Investment Professionals

Portfolio managers, research directors and investment analysts will be asked to disclose securities they own both personally and professionally on a quarterly basis. Research directors and analysts will also be required to disclose securities they hold personally that are within their research responsibilities. This disclosure must be made to the Code of Ethics Team and may be reviewed by various Capital committees.

If disclosure has not already been made to the Code of Ethics Team, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines.

Blackout periods

Investment Professionals may not buy or sell a security during the period seven calendar days after a fund or client account transacts in that issuer. The blackout period applies to trades in the same management company with which the associate is affiliated.

If a fund or client account transaction takes place in the seven calendar days following a transaction executed by an Investment Professional, the personal transaction may be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Personal Investing Committee may recommend the associate be subject to a price adjustment.

Ban on short-term trading

Investment Professionals and CIKK associates are prohibited from engaging in short-term trading of reportable securities and economically equivalent instruments.

Associates and their family members may not buy and then sell or sell and then buy the same security and/or economically equivalent instruments:

 

   

Within 60 calendar days for Investment Professionals

 

   

Within 6 months for CIKK associates

 

Code of Ethics

   15      July 2021  

For external use

     


Economically equivalent instruments include derivatives or other securities or instruments with a value derived from the value of the subject security. Additionally, they may not enter into an option or other derivative instrument that expires within 60 days from purchase.

Investment Professionals and CIKK associates should contact the Code of Ethics Team before transacting if they have any questions about the application of this rule to transactions in derivatives.

Failure to comply with this requirement may result in remedial action, including disgorgement of the profits.

Penalties for violating the Personal Investing Policy

Covered Associates may be subject to penalties for violating the Personal Investing Policy, such as restrictions on personal trading, disgorgement of profits, and other disciplinary action, up to and including termination. Violations to the Policy include failing to preclear or report securities transactions, failing to report securities accounts or submit statements, and failing to submit timely initial, quarterly and annual certifications.

Personal Investing Committee

The Personal Investing Committee oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.

Questions regarding the Personal Investing Policy may be directed to the Code of Ethics Team.

*        *        *         *        *

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.

 

Code of Ethics

   16      July 2021  

For external use

     

Revised Code of Ethics of MFS, revised 1/2021

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Exhibit (p)(5) MFS MFS® Code of Ethics Policy January 1, 2021 Personal Investing Applies to All MFS full-time, part-time and temporary employees globally All MFS contractors, interns and co-ops who have been notified by Compliance that they are subject to this policy All MFS entities Questions? iComply@mfs.com Compliance Helpline, x54290 Ryan Erickson, x54430 Elysa Aswad, x54535 For more information on administration such as regulatory authority, supervision, interpretation and escalation, monitoring, related policies, amendment or recordkeeping please click this link. The inherent nature of MFS’ services in selecting and trading securities has the potential to create a real or apparent conflict of interest with your personal investing activities. As a result, every individual subject to this policy has a fiduciary duty to avoid taking personal advantage of any knowledge of our clients’ investment activities. Following the letter and spirit of the rules in this policy is central to meeting client expectations and ensuring that we remain a trusted and respected firm. Personal Investing Page 1


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MFS Rules That Apply to Everyone Your fiduciary duty Always place client interests ahead of your own. You must never: ◾ Take advantage of your position at MFS to misappropriate investment opportunities from MFS clients. ◾ Seek to defraud an MFS client or do anything that could have the effect of creating fraud or manipulation. ◾ Mislead a client. Account reporting obligations Make sure you understand which accounts are reportable accounts. To determine whether an account is reportable, ask the following questions: 1 Is the account one of the following? ŭ A brokerage account. – Any other type of account (such as employee stock option or stock purchase plans or UK Stocks and Shares ISA accounts) in which you have the ability to hold or trade reportable securities (see the list of reportable securities on page 8). – Any account, including MFS-sponsored retirement or benefit plans, that holds a reportable fund (see definition of reportable fund on page 8 and a list of these funds on iComply). 2 Is any of the following true? – You beneficially own the account. – The account is beneficially owned by your spouse or domestic partner. – The account is beneficially owned by another member of your household such as a parent, sibling or child for whom you provide financial support, such as sharing of household expenses. – The account is beneficially owned by anyone who you claim as a tax deduction. – The account is controlled (such as via trading authority or power of attorney) by you or another member of your household (other than to fulfill duties of employment) for whom you provide financial support, such as sharing of household expenses. If you answered “yes” to both questions, the account is reportable. HELPFUL TO KNOW Beneficial ownership The concept of beneficial ownership is broader than that of outright ownership. Anyonewho isin a position to benefitfromthe gains orincome from, or who controls, an account or investment is considered to have beneficial ownership. This means that this policy applies not only to you, but to others that share beneficial ownership in these accounts or securities. See examples on page 6. Frequently Asked Questions on the topic can be found here. Ensure that MFS receives account statements for all your reportable accounts. Depending on the type of account or your location, you may need to provide them to Compliance directly. Promptly report any newly opened reportable account or any existing account that has become reportable (including those at an approved broker). This includes accounts that become reportable accounts through life events, such as marriage, divorce, power of attorney or inheritance. ADDITIONAL REQUIREMENT FOR US EMPLOYEES Does not include interns, contractors, co-ops, or temporary employees Maintain your reportable accounts at an approved broker. When you join MFS, if you have accounts at non- approved brokers you must close them or move them to an approved broker (list available on iComply). In rare cases, if you file a request that includes valid reasons for an exception, we may permit you to maintain a reportable account at a broker not on the approved broker list (for instance, if you have a fully discretionary account). HELPFUL TO KNOW Mobile Investing Apps Many brokerage firms offer apps for mobile devices that allow you to quickly invest in reportable securities. Be aware that these apps are brokerage accountsthat are covered by this policy, and all ofitsrules apply to those accounts asthey would to any other brokerage account. Be aware ofthese rules and be sure to speakwith yourfamily or householdmembers about the applicability of this policy when using such apps. Personal Investing Page 2


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MFS HELPFUL TO KNOW Discretionary accounts and automatic investment plans Discretionary accounts (accounts that a remanaged for you by a third-party registered investment adviser or bank or trust company) and transactions made under an automatic investment plan (such as an Employee Stock Ownership Plan) are reportable, but with approval from Compliance they are: ï,§ exemptfromquarterly transactionand annual holdings certifications (though youmuststillprovideaccountstatements). ï,§ exempt from the Access Personand Research Analyst/Portfolio Manager trading rules(such as the rules concerning pre-clearanceandthe60-day holding period) (pp. 4–5), but you still must obtain pre-approval before your advisor participatesin an IPOorprivateplacement. ï,§ exemptfromcertain “Ethical Personal Investing” trading rulessuch as excessivetrading andtradingofMFS funds(p. 3). Request approval for these accounts using the Account Exception form found in iComply. ADDITIONAL REQUIREMENTS FOR APPOINTED REPRESENTATIVES IN SINGAPORE Provide a copy of the contract note for any trade of any security, including reportable securities and non- reportable securities, to Singapore Compliance, within 7 days of the trade. Check with Singapore Compliance on the information you must provide. Securities reporting obligations Make sure you understand which securities are reportable securities. This includes most stocks, bonds, MFS funds, exchange- traded funds (ETFs), futures, options, structured products, private placements and other unregistered securities even if they are not held in a reportable account. See the table on page 8. Report all applicable accounts, transactions and holdings timely. Use the iComply system and submit all reports by these deadlines: ◾ Initial Accounts & Holdings reports: Submit within 10 calendar days of hire or upon an access level change. Information about these holdings must be no more than 45 days old when submitted. ◾ Quarterly Personal Transaction Report: Submit within 30 days of the end of each calendar quarter. ◾ Annual Holdings Report: Submit within 30 days of the end of each calendar year. Note that you must submit each report even if no transactions or other changes occurred during the time period. The Quarterly Personal Transaction Reports do not need to include: Transactions or holdings in non-reportable securities. ◾ Transactions or holdings in discretionary accounts for which there is an approval on file with Compliance. ◾ Involuntary transactions, such as automatic investment plans, dividend reinvestments, etc. The Annual Holdings Report, however, must reflect these transactions. Ethical Personal Investing Never trade securities based on the improper use of information, and never help anyone else to do so. This includes any trade based on: ◾ Information about the investments of any MFS client, including front-running and tailgating (trading just before or just after a similar trade for a client account). ◾ Confidential information or inside information (information about the issuer of a security, or the security itself, that is both material and non-public). Do not trade excessively. At MFS, personal trading is a privilege, not a right. It should never interfere with your job performance. MFS may limit the number of trades you are allowed during a given period, or may discipline you for trading excessively. In addition, frequent trading in MFS funds may trigger other penalties, as described in the relevant fund prospectuses. Do not accept investment discretion over accounts that are not yours. In limited circumstances, and with advance approval from Compliance, you may be allowed to assume power of attorney relating to financial or investment matters for another person or entity. If you become an executor or trustee of an estate and it involves control over a securities account, you must notify Compliance upon assuming the role, and you must meet any reporting or pre-clearance obligations that apply. Do not participate in any investment contest or club. This applies whether or not any compensation or prize is awarded. Do not trade securities that MFS has restricted. Follow MFS’ instructions when you are notified of a restriction in designated securities. Do not invest in MFS-sub-advised ETFs. For a full list of these funds, see the iComply system. Personal Investing Page 3


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MFS Only make investments in MFS open-end funds or funds sub- advised by MFS through these methods: ◾ Directly through MFS Service Center (for US open-end funds) or State Street (Lux) (for Meridian Funds) ◾ Through an MFS Approved Broker (US employees) ◾ Non-US employees may invest through a financial institution of their choice ◾ Through an MFS-sponsored benefit plan account ◾ Accounts for which you have received an exception from Compliance, such as a fully discretionary account Note that investments in non-MFS accounts are publicly available share classes only. You must also follow all rules of the relevant prospectus and all rules in this policy, such as reporting and statements. Do not participate in initial public offerings (IPOs) or other limited offerings of securities except with advance approval from MFS. This rule includes initial, secondary and follow-on offerings of equity securities and closed-end funds and new issues of corporate debt securities. To request approval for an IPO or secondary offering, enter an Initial Public Offering Request using the form found on iComply. Note that approval is not typically granted, and when granted often involves strict limits. Never use a derivative, or any other instrument or technique, to get around a rule. If an investment transaction is prohibited, then you are also prohibited from effectively accomplishing the same thing by using futures, options, ETFs or any other type of financial instrument. Do not invest in Contracts for Difference or engage in spread betting on financial markets. This includes any wagering on market spreads or behaviors and any off-exchange trading. HELPFUL TO KNOW Changes in job status and life events When changing jobs within MFS, ensure that you understand the rulesthat apply to you. Confirm with your new manager and Compliance what your accesslevel is and what restrictions and requirements apply to you. When going on leave, you must continue to comply with this policy unless otherwise approved by Compliance. When you return from leave you must complete any outstanding obligations. Becognizant of reporting obligations under this policy when life events occursuch as marriage, divorce or inheritance of an account. Consult with Compliance whenuncertain. Personal Investing Page 4


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MFS Rules that Apply Only to Access Persons Pre-clearing personal trades WHICH ACCESS LEVEL ARE YOU? Access Persons Most MFS personnel, including all officers and directors, are designated as Access Persons. You should consider yourself an Access Person unless it has been communicated to you by Compliance that you are not. Research Analysts and Portfolio Managers In addition to the rules for Access Persons, these individuals are subject to additional rules, as noted on the following pages. Compliance may designate other personnel as Access Persons. This may include consultants,contractors or interns who provide services to MFS, and employees of Sun Life Financial Inc Make sure you understand which securities require pre- clearance. Note that there are some differences between which securities require pre-clearance and which must be reported. See the table on page 8 of this policy. Pre-clear all personal trades in applicable securities. Request pre-clearance on the day you want to place the trade by entering your request in the iComply system. Remember that you must pre-clear trades for all of your reportable accounts (such as those of a spouse or domestic partner) as well as for securities not held in an account. Once you have requested pre-clearance, wait for a response. Do NOT place any trade order until you have received notice of approval for that trade. Note that pre-clearance requests can be denied at any time and for any reason. Pre-clearance approvals expire at the end of the trading day on which they are issued. Obtain advance approval for any private investments or other unregistered securities. This includes private placements (investments in private companies), private investment in public equity securities (PIPES), hedge funds or other private funds, “crowdfunding” or “crowdsourcing” investments, peer-to-peer lending, pooled vehicles (such as partnerships), Initial Coin Offerings (ICO’s), Security Tokens and other similar investments. Before investing, enter a Private Placement/Unregistered Securities Approval Request found on iComply, and do not act until you have received approval. HELPFUL TO KNOW Not recommended: Good ‘til canceled orders and buying on margin These practices can create significant risk of policy violations. Good ‘til canceled orders may execute after your pre-clearance approval has expired. Placing day orders avoids this risk. With margin, you might notbe able toreceivepre-clearance approvalforthose securities youwish to sell to meet a margincall Limits to personal investment practices Do not take an uncovered short position. This includes selling securities short, buying puts without a corresponding long position and writing naked calls. Do not buy and then sell (or sell and then buy) at a profit the same or equivalent reportable security within 60 calendar days. MFS may interpret this rule very broadly. For example, it may look at transactions across all of your reportable accounts and may match trades that are not of the same size, security type or tax lot. Any gains realized in connection with these transactions must be surrendered. Note that this rule does not apply to securities that are not subject to pre-clearance, to accounts where a registered investment adviser has investment discretion, or to involuntary transactions. Japan-based personnel: See rule with higher standard below. ADDITIONAL REQUIREMENTS FOR JAPAN-BASED PERSONNEL Do not buy and then sell (or sell and then buy) the same or equivalent reportable security within six months. Never trade personally in any security you have researched in the prior 30 days or are scheduled to research in the future. Personal Investing Page 5


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MFS ADDITIONAL REQUIREMENTS FOR RESEARCH ANALYSTS including Research Associates and Portfolio Managers who may write research notes Never trade (or transfer ownership of) reportable securities personally while in possession of material information about an issuer you have researched or been assigned to research unless you have already communicated the information in a research note. Japan-based personnel: See rule with higher standard below. Understand and fulfill your duties with regard to research recommendations. You have an affirmative duty to provide unbiased and timely research recommendations in a research note. You must: ◾ Disclose trading opportunities for client accounts prior to trading personally in any securities of that issuer. ◾ Provide a research recommendation if a security is suitable for the client accounts even if you have already traded the security personally or if making such a recommendation would create the appearance of a conflict of interest. Notify Compliance promptly of any apparent conflicts, but do not refrain from making a research recommendation. ADDITIONAL REQUIREMENTS FOR PORTFOLIO MANAGERS including Research Analysts assigned to a fund as a portfolio manager Never personally trade (or transfer ownership of) a reportable security within seven calendar days before or after a trade in any security or derivative of the same issuer in any client account that you manage. In practice, this means: ◾ Contacting Compliance promptly when deciding to make a portfolio trade in any security you have personally traded within the past seven calendar days (but do not refrain from making a trade that is suitable for a client account even if you have traded the security personally). ◾ Refraining from personally trading any reportable securities you think any of your client accounts might wish to trade within the next seven calendar days. ◾ Delaying personal trades in any reportable securities your client accounts have traded until the eighth calendar day after the most recent trade by a client account (or longer, to be certain of avoiding any appearance of conflict of interest). Note that this rule does not apply to securities that are not subject to pre-clearance, to accounts where a registered investment adviser has investment discretion or to involuntary transactions. Never buy and then sell (or sell and then buy), within 14 calendar days, any shares of a fund you manage. Contact Compliance before any fund you manage invests in any securities of an issuer whose private securities you own or if the private entity enters into a material transaction with a public issuer. You will need to disclose your private interest and assist Compliance in performing review. Personal Investing Page 6


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MFS Additional Information for all Personnel Subject to this Policy BENEFICIAL OWNERSHIP: PRACTICAL EXAMPLES BENEFICIAL OWNERSHIP: PRACTICAL EXAMPLES Accounts of parents or children ◾ You share a household with one or both parents, but you do not provide any financial support to the parent(s): You are not a beneficial owner of the parents’ accounts and securities. ◾ You share a household with one or more of your children, whether minor or adult, and you provide financial support to the child: You are a beneficial owner of the child’s accounts and securities. ◾ You have a child who lives elsewhere whom you claim as a dependent for tax purposes: You are a beneficial owner of the child’s accounts and securities. Accounts of domestic partners or roommates ◾ You are a joint owner or named beneficiary on an account of which a domestic partner is an owner: You are a beneficial owner of the domestic partner’s accounts and securities. ◾ You provide financial support to a domestic partner, either directly or by paying any portion of household costs: You are a beneficial owner of the domestic partner’s accounts and securities. ◾ You have a roommate: Generally, roommates are presumed to be temporary and to have no beneficial interest in one another’s accounts and securities. UGMA/UTMA accounts ◾ Either you or your spouse is the custodian of a Uniform Gift/ Trust to Minor Account (UGMA/UTMA) for a minor, and one or both of you is a parent of the minor: You are a beneficial owner of the account. (If someone else is the custodian, you are not a beneficial owner.) ◾ Either you or your spouse is the beneficiary of an UGMA/UTMA account and is of majority age (for instance, 18 years or older in Massachusetts): You are a beneficial owner of the account. Transfer on death (TOD) accounts ◾ You automatically become the registered owner upon the death of the prior account owner: You are a beneficial owner as of the date the account is re- registered in your name, but not before. Trusts ◾ You are a trustee for an account whose beneficiaries are not immediate family members: Beneficial ownership is determined on a case-by-case basis, including whether it constitutes an outside business activity (see the Outside Activities & Affiliations Policy). ◾ You are a trustee for an account and you or a family member is a beneficiary: You are a beneficial owner of the account. ◾ You are a beneficiary of the account and can make investment decisions without consulting a trustee: You are a beneficial owner of the account. ◾ You are a beneficiary of the account but have no investment control: You are a beneficial owner as of the date the trust is distributed, but not before. ◾ You are the settlor of a revocable trust: You are a beneficial owner of the account. ◾ Your spouse or domestic partner is a trustee and a beneficiary: Beneficial ownership is determined on a case-by-case basis. Investment powers over an account ◾ You have power of attorney over an account: You are a beneficial owner as of the date you assume control of the trading or investment decisions on the account, but not before. ◾ You have investment discretion over an account that holds, or could hold, reportable securities: You are a beneficial owner of the account, regardless of the location, account type or the registered owner(s) (other than to fulfill duties of employment). ◾ You are serving in a role that allows or requires you to delegate investment discretion to an independent third party: Beneficial ownership is determined on a case-by-case basis. HELPFUL TO KNOW How we enforce this policy Compliance isresponsible forinterpreting and enforcing this policy. Exceptions may only be granted by Compliance. In that capacity, Compliance reviews andmonitorstransactions and reports and also investigates potential violations. The Employee Conduct Oversight Committee reviews potential violations, andwhere itdeterminesthat a violation has occurred, it usually imposes a penalty. Thesemay range froma violation notice toa requirementtosurrenderprofitstoaterminationofemployment, among other possibilities. Personal Investing Page 7


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MFS Additional Information for all Personnel Subject to this Policy Securitytypesandtransactionsthatmustbereportedand/orpre-cleared Report All personnel Pre-clear Accesspersonsonly Note: Securities terminology varies widely in global markets. If a security type is not listed here or you are unsure how a security is treated under this policy, please contact Compliance directly. Funds Moneymarketfunds(MFSorother) No No Open-end funds that are advised or sub-advised by MFS (and are not money market funds)    Yes No Open-end fundsthat are not advisedorsub-advised byMFS No No 529 Plans holding MFS advised or sub-advised funds    Yes No Closed-endfunds(includingventurecapitaltrusts,investmenttrustsandMFSclosed-endfunds) Yes Yes Exchange-traded funds (ETFs) and exchange-traded notes (ETNs), including options, futures, structured notes and other derivatives related to these exchange-traded securities¹ Yes    No Private funds Yes Yes Equities SunLifeFinancialInc.(publicly tradedshares) Yes Yes Equity securities, including real estate investment trusts (REITS), and including options, futures, structured notes or other derivatives on equities Yes    Yes Fixed income Corporateandmunicipalbondsecurities,includingoptions,futuresorotherderivatives Yes Yes US Treasury securities and other obligations backed by the full faith and credit of the US government    No No US governmentagencydebtobligationsthatarenotbackedby the fullfaithandcreditoftheUS government(such as FannieMae, FreddieMac, FederalHomeLoanBanks, FederalFarmCreditBanksandTennesseeValleyAuthority) Yes Yes Non-US government securities, and options, futures or other derivatives on these securities.    Yes Yes Moneymarketinstruments,suchascertificatesofdepositandcommercialpaper No No Other types of assets Initialandsubsequentinvestments(includingcapitalcalls)inanyprivateplacementorotherunregisteredsecurities (including real estate limited partnerships or cooperatives) Yes Yes Private MFS stock and private shares of Sun Life of Canada (US) Financial Services Holdings, Inc. No No Limitedofferings,IPOs,secondaryofferings Yes Yes Derivatives (such as options, futures or swaps) on security indexes    Yes No Derivatives(suchasoptions,futuresorswaps)oncommoditiesandcurrencies,includingvirtualcurrencies Only if notified by Compliance Other types of transactions Involuntary transactions (see definition below) No No Gifts of securities, including charitable donations, transfers of ownership, and inheritances    Yes No ¹Investments in MFS sub-advised ETF’s are prohibited Personal Investing Page 8


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MFS Terms with special meanings Within this policy, the following terms carry the specific meanings indicated below. contract for difference A contract for difference (CFD) is a contract between an investor and an investment bank or a spread-betting firm. At the end of the contract, the parties exchange the difference between the opening and closing prices of a specified financial instrument, including shares or commodities. involuntary transaction Transactions that are not under your direct or indirect influence or control, such as inheritances, gifts received, automatic investment plans, dividends and dividend reinvestments, corporate actions (such as stock splits, reverse splits, mergers, consolidations, spin-offs and reorganizations), exercise of a conversion or redemption right or automatic expiration of an option. reportable funds Any fund for which MFS acts as investment advisor, sub-advisor, or principal underwriter including MFS retail funds, MFS Variable Insurance Trust and MFS Meridian funds. See the iComply system Policies & Procedures page for a current list of reportable funds. Personal Investing Page 9


Code of Ethics of T. Rowe Price, revised 3/1/2021

Exhibit (p)(7)

CODE OF ETHICS AND CONDUCT

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

Effective March 1, 2021


CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

TABLE OF CONTENTS

 

GENERAL POLICY STATEMENT

     1-1  

Purpose of Code of Ethics and Conduct

     1-1  

Persons and Entities Subject to the Code

     1-2  

Definition of Supervised Persons

     1-2  

Status as a Fiduciary

     1-2  

Adviser Act Requirements for Supervised Persons

     1-3  

NASDAQ Requirements

     1-3  

What the Code Does Not Cover

           

Sarbanes-Oxley Codes

     1-4  

Compliance Procedures for Funds and Federal Advisers

     1-4  

Compliance with the Code

     1-4  

Questions Regarding the Code

     1-4  

STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

     2-1  

Allocation of Brokerage Policy

     2-1  

Annual Compliance Certification

     2-1  

Anti-Bribery Laws and Prohibitions Against Illegal Payments

     2-1  

Antitrust

     2-2,7-1  

Anti-Money Laundering

     2-2  

Appropriate Conduct

     2-2  

Charitable Contributions

     2-2  

Conflicts of Interest

     2-4  

Relationships with Profitmaking Enterprises

     2-4  

Service with Nonprofitmaking Organizations

     2-5  

Relationships with Financial Service Firms

     2-5  

Relationships with a Bank

     2-6  

Existing Relationships with Potential Vendors

     2-6  

 

i-1


Investment in Client/Vendor Company Stock

     2-6  

Confidentiality

     2-7  

Expense Payments and Reimbursements

     2-7  

Financial Reporting

     2-8  

Gifts and Business Entertainment

     2-8  

Human Resources

     2-8  

Equal Opportunity

     2-8  

Drug and Alcohol Policy

     2-8  

Policy Against Harassment and Discrimination

     2-8  

Health and Safety in the Workplace

     2-9  

Use of Employee Likenesses and Information

     2-9  

Employment of Former Government and Self-Regulatory Organization Employees

     2-9  

Inside Information

     2-9,4-1  

Investment Clubs

     2-9  

Marketing and Sales Activities

     2-10  

Outside Business Activities

     2-10  

Past and Current Litigation and Inquiries from Regulators or Governmental Organizations

     2-10  

Political Activities and Contributions

     2-10  

Lobbying

     2-12  

Professional Designations

     2-12  

Protection of Corporate Assets

     2-12  

Quality of Services

     2-13  

Record Retention and Destruction

     2-13  

Referral Fees

     2-13  

Release of Information to the Press

     2-13  

Responsibility to Report Violations

     2-14  

General Obligation

     2-14  

Global Whistleblower Procedures

     2-14  

Sarbanes-Oxley Whistleblower Procedures

     2-14  

Sarbanes-Oxley Attorney Reporting Requirements

     2-15  

Circulation of Rumors

     2-15  

Service as Trustee, Executor or Personal Representative

     2-15  

 

i-2


Speaking Engagements and Publications

     2-15  

Social Media

     2-16  

Systems Security

     2-16,6-1  

STATEMENT OF POLICY ON GIFTS AND BUSINESS ENTERTAINMENT

     3-1  

STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

     4-1  

STATEMENT OF POLICY ON SECURITIES TRANSACTIONS

     5-1  

STATEMENT OF POLICY ON SYSTEMS SECURITY AND RELATED ISSUES

     6-1  

STATEMENT OF POLICY ON COMPLIANCE WITH ANTITRUST LAWS

     7-1  

STATEMENT OF POLICY ON PRIVACY

     8-1  

 

i-3


CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

GENERAL POLICY STATEMENT

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

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

 

  1.

Statement of Policy on Gifts and Business Entertainment

 

  2.

Statement of Policy on Material, Inside (Non-Public) Information

 

  3.

Statement of Policy on Securities Transactions

 

  4.

Statement of Policy on Systems Security and Related Issues

 

  5.

Statement of Policy on Compliance with Antitrust Laws

 

  6.

Statement of Policy on Privacy

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

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

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

 

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

 

 

Price Group

 

 

The subsidiaries and affiliates of Price Group

 

 

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

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

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

 

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Any contingent worker (independent or agency-provided contract worker) whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and

 

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Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information (via systems access or otherwise) and situations that would create conflicts on matters covered in the Code.

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

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

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

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

TRPHK is also authorized and regulated by the Securities and Futures Commission (“SFC”) of Hong Kong.

TRPSING is also authorized and regulated by the Monetary Authority of Singapore (“MAS”).

 

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TRP Canada is also registered with the Ontario Securities Commission, the Manitoba Securities Commission, the British Columbia Securities Commission, the Saskatchewan Financial Services Commission, the Nova Scotia Securities Commission, the New Brunswick Securities Commission, the Financial Markets Authority (Quebec), and the Alberta Securities Commission.

TRPJ is licensed by the Japan Financial Services Authority (“FSA”).

TRPAU also holds an Australian Financial Services License issued by the Australian Securities & Investments Commission (“ASIC”).

All advisers affiliated with Price Group will be referred to collectively as the “Price Advisers” unless the context otherwise requires. The Price Advisers will register with additional securities regulators as required by their respective businesses. The primary responsibility of the Price Advisers is to render to their advisory clients on a professional basis unbiased advice regarding their clients’ investments. As investment advisers, the Price Advisers have a fiduciary relationship with all of their clients, which means that they have an absolute duty of undivided loyalty, fairness and good faith toward their clients and mutual fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit for themselves which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with his or her best interests.

Adviser Act Requirements for Supervised Persons. The Advisers Act requires investment advisers to adopt Codes that:

 

   

Establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;

 

   

Require Supervised Persons to comply with all applicable laws;

 

   

Require Supervised Persons to report violations of the Code promptly to the adviser’s Chief Compliance Officer; and

 

   

Require the adviser to provide each Supervised Person with a copy of the Code and any amendments and requiring Supervised Persons to provide the adviser with an acknowledgement of receipt of the Code and any amendments.

Price Group applies these requirements to all persons subject to the Code, including all Supervised Persons.

NASDAQ Requirements. Nasdaq Stock Market, Inc. (“NASDAQ”) rules require listed companies to adopt a Code of Conduct for all directors, officers, and employees. Price Group is listed on NASDAQ. This Code is designed to fulfill this NASDAQ requirement. A waiver of this Code for an executive officer or director of T. Rowe Price Group, Inc. must be granted by Price Group’s Board of Directors and reported as required by the pertinent NASDAQ rule.

Additional Regulatory Requirements Beyond the Code. The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject. For example, T. Rowe Price Investment Services, Inc. (“Investment Services”) is regulated by the Financial Industry Regulatory Authority (“FINRA”) and, as such, is required to maintain written supervisory procedures to enable it to supervise the activities of its registered representatives and

 

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associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of FINRA. In addition, TRPIL, TRP Canada, and other TRP entities are subject to several non-U.S. regulatory authorities.

Sarbanes-Oxley Codes. The principal Executive and Senior Financial Officers of Price Group, Price Funds, and the Price ETFs are also subject to codes (collectively the “S-O Codes”) adopted to bring these entities into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). These S-O Codes, which are available along with this Code on the firm’s intranet site, are supplementary to this Code, but administered separately from it and each other.

Compliance Procedures for Funds and Federal Advisers. Under rule 38a-1 of the Investment Company Act of 1940, each fund board is required to adopt written policies and procedures reasonably designed to prevent the fund from violating federal securities laws. These procedures must provide for the oversight of compliance by the fund’s advisers, principal underwriters, administrators and transfer agents. Under Rule 206(4)-7 of the Investment Advisers Act of 1940, it is unlawful for an investment adviser to provide investment advice unless it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws by the adviser and its supervised persons.

Compliance with the Code. Strict compliance with the provisions of this Code is considered a basic condition of employment or association with the firm. An employee may be subject to disciplinary action, up to and including termination, for refusing to cooperate with an internal or external investigation. An employee may be required to surrender any profit realized from a transaction that is deemed to be in violation of the Code. In addition, a breach of the Code may constitute grounds for disciplinary action, including fines and dismissal from employment. Employees may appeal to the Management Committee any ruling or decision rendered with respect to the Code.

Questions regarding the Code should be referred to Code_of_Ethics@TRowePrice.com

 

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STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

Allocation of Brokerage Policy. The policies of each of the Price Advisers with respect to the allocation of client brokerage are set forth in Part 2A of Form ADV of each of the Price Advisers. The Form ADV is each Price Adviser’s registration statement filed with the SEC. It is imperative that all employees, especially those who are in a position to make recommendations regarding brokerage allocation or who are authorized to select brokers that will execute securities transactions on behalf of our clients, read and become fully knowledgeable concerning our policies in this regard. Any questions regarding any of the Price Advisers’ allocation policies for client brokerage should be addressed to the respective Equity Best Execution or Fixed Income Best Execution Committee.

Annual Compliance Certification. Annually each person subject to the Code is required to complete an Annual Compliance Certification (“ACC”) regarding his or her compliance with various provisions of the Code. Associates must notify Code Compliance (via the Code of Ethics mailbox) should any responses to these questions change during the subsequent calendar year. Each Access Person (defined on page 5-3), except the independent directors of the Price Funds and Price ETFs, must file an Initial Holdings Report as well as complete the ACC which will include a reporting and certification of securities accounts and holdings.

Anti-Bribery Laws and Prohibitions Against Illegal Payments. State, U.S., and international laws prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of Price Group. Price Group, through its policies and practices, is committed to comply fully with these laws. T. Rowe Price prohibits its employees as well as anyone acting on its behalf from making any type of illegal payment. The U.S. Foreign Corrupt Practices Act (“FCPA”) makes it a crime to directly or indirectly pay, promise to pay, offer to pay or authorize the payment of any money or anything of value to any government official in connection with obtaining or retaining business or influencing such official in order to secure an improper advantage. The term “government official” is broadly defined to include any officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality thereof, or for or on behalf of any such public international organization, and any political party, party official or candidate for public office.

Additionally, the UK Bribery Act 2010 (“Bribery Act”) contains wide prohibitions on illegal payments and specifically prohibits bribery between private parties. Also, the Bribery Act provides for severe civil and criminal penalties against individuals and corporations.

Under these Anti-bribery laws, actions constituting a bribe or illegal payment are interpreted broadly and could include excessive, repeated or lavish entertainment and/or gifts. Associates must adhere to the guidelines of gift and business entertainment policy and procedures and, if required by the applicable procedure, indicate in the reporting process whether a recipient of a gift or business entertainment is a government official.

If you are solicited to make or receive an illegal payment or have any questions about this section of the Code, you should contact the Legal Department. Also, an anonymous Hotline (888-651- 6223) has been established for employees to report any concerns they have regarding illegal payments, including potential violations of the FCPA and the Bribery Act.

 

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Antitrust. The U.S. antitrust laws are designed to ensure fair competition and preserve the free enterprise system. Other jurisdictions have requirements based on similar principals. Some of the most common antitrust issues with which an employee may be confronted are in the areas of pricing (adviser fees) and trade association activity. To ensure its employees’ understanding of these laws, Price Group has adopted a Statement of Policy on Compliance with Antitrust Laws (page 7-1).

Anti-Money Laundering. T. Rowe Price has a legal and fiduciary duty to help guard against accounts under management from being used for fraudulent activities, money laundering, or the financing of terrorist activities. T. Rowe Price will not knowingly engage in any activity that facilitates money laundering or the funding of terrorist or criminal activities. The firm has developed procedures to help detect and prevent such activity from occurring and will comply with all laws and regulations to which T. Rowe Price is subject including those rules and regulations requiring the reporting of suspicious activity. It is each associate’s responsibility to protect the firm from exploitation by money launderers. Refer to the Global Financial Crimes Prevention web-based training in myLearning for more information on money laundering and the relevant laws and regulations.

Appropriate Conduct. Associates are expected to conduct themselves in an appropriate and responsible manner in the workplace, when on company business outside the office, and at company-sponsored events. Inappropriate behavior reflects poorly on the associate and may impact T. Rowe Price. Managers should be especially mindful that they should set the standard for appropriate behavior.

Charitable Contributions. Employees should be sensitive to a possible perception of undue influence before making or requesting charitable contributions to or from a client, prospect, vendor, or other business contact. Under certain Anti-bribery laws, regulators may consider charitable contributions to be improper payments, even when the person who has requested that the contribution be made receives no direct monetary benefit. Accordingly, when making charitable contributions in response to requests from business contacts, associates must be mindful of how Anti-bribery laws could be implicated. In no case should charitable contributions be made on a quid pro quo basis.

Supervision of Charitable Contribution Requests. Managers and Division Heads are responsible for ensuring that responses to requests from clients, vendors, and other business contact and our requests to clients, vendors, and other business contacts for charitable contributions comply with these guidelines as well as respective departmental policies. Charitable contributions should be considered as separate and distinct from marketing and advertising expenditures. If you have any questions about a proposed charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.

Requests Received from Clients, Vendors or Other Business Contacts for Corporate Charitable Contributions. On occasion, a T. Rowe Price entity may be asked by an employee of a client, vendor, or other business contact to make a charitable donation. In those instances where the T. Rowe Price Foundation does not make the contribution, the decision about the charitable contribution is made by the T. Rowe Price entity, subject to the following conditions:

 

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The amount of charitable contribution may not be linked to the actual or anticipated level of business with the client, vendor or other business contact whose employee is soliciting the charitable contribution;

 

   

There is no reason to believe that the employee requesting the contribution will derive an improper economic or pecuniary benefit as a result of the proposed contribution;

 

   

If the T. Rowe Price entity considering the contribution is unfamiliar with the charity, its personnel should confirm with the Central Control Group that the charity does not appear on the Office of Foreign Assets Control’s Specially Designated Nationals List;

 

   

The contribution should be made payable directly to the charity; and

 

   

Associates of the T. Rowe Price entity considering the contribution should check with Finance to determine the appropriate T. Rowe Price entity to make the contribution.

In addition, if the requested amount exceeds $1,000 the request must be referred to the Chairperson of the Ethics Committee for prior approval.

Some broker-dealer’s sponsor days, often referred to as “miracle” days, where they pledge that proceeds received on that day will be donated to a specific charity. Because of fiduciary and best execution obligations, the Price Advisers cannot agree to direct trades to a broker-dealer in support of such an event at either a client’s or the broker-dealer’s request. The Price Advisers are not prohibited, however, from placing trades for best execution that happen to occur on a “miracle” day or similar time and thus benefit a charity.

Requests Received from Clients, Vendors or Other Business Contacts for Personal Charitable Contributions. On occasion, a T. Rowe Price employee may be asked by an employee of a client, vendor or other business contact to make a charitable contribution. If the employee makes a contribution directly to the charity and the contribution is not made in the name of or for the benefit of the business contact, no Code of Ethics or FINRA issues arise. For example, a plan fiduciary might mention that her husband has recently recovered from a heart problem and that she is raising funds for a charity that supports cardiac research. The T. Rowe Price employee can make a personal contribution to that charity and if the contribution is not tied to the name of the business contact and does not create a benefit for her, the employee does not need to request prior clearance of or notify T. Rowe Price about the contribution.

However, personal charitable contributions made in the name of and for the benefit of a business contact should be treated as “gifts” to the business contact. For example, if the business contact raises a certain amount of money, he or she gets a tangible award or opportunity like the chance to participate in a marathon. For business contacts related to T. Rowe Price fund business or other broker-dealer related business, contributions of the latter type are subject to FINRA’s $100 limit. For other business activities not regulated by FINRA, contributions in excess of $100 must be prior approved by the Chairperson of the Ethics Committee.

Requests to Clients, Vendors, or Other Business Contacts for Charitable Contributions. Employees should be sensitive to a possible perception of undue influence

 

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before requesting a client, vendor, business contact or an employee of such an entity to make a charitable contribution. In no case should such a request be made on a quid pro quo basis. If you have any questions about requesting a charitable contribution you should contact the Chairperson of the Ethics Committee before proceeding.

NASDAQ Listing Rules. Under the NASDAQ listing rules, specific restrictions may apply to contributions to a charitable organization for which an independent director of T. Rowe Price Group, Inc. serves as an officer. Specifically, contributions to such organizations during a fiscal year may not exceed the higher of five percent of the organizations revenues or $200,000. Contributions in excess of these thresholds may invalidate a director’s “independent” classification.

Conflicts of Interest. All employees must avoid placing themselves in a “compromising position” where their interests may be in conflict with those of Price Group or its clients. In addition, employees are legally required to perform their job duties in the best interests of the firm; referred to as a duty of loyalty. This means that employees cannot enrich themselves at the expense of T. Rowe Price, actively compete with the firm, divert business to a competitor, and must always seek to protect the assets of the T. Rowe Price.

Relationships with Profitmaking Enterprises. Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise. In all cases, written approval must be obtained as described below.

General Prohibitions. Employees are generally prohibited from serving as officers or directors of any issuer (company) that is approved or likely to be approved for purchase in our firm’s client accounts. In addition, an employee may not accept or continue outside employment that will require him or her to become registered (or duly registered) as a representative of an unaffiliated broker-dealer, investment adviser or insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer (“CCO”) of the broker- dealer. An employee also may not become independently registered as an investment adviser.

Approval Process. Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self-employment, must be approved in writing by the employee’s supervisor. If the employee is a registered representative of T. Rowe Price Investment Services, he or she must provide the Legal Registration Group with prior written notice. Any reported outside business activity of a registered representative is reviewed by Investment Services’ CCO, or designee, in order to determine if disclosure to FINRA is required.

Review by Ethics Committee. If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interest of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself. Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise,

 

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employment by another firm in the securities industry, or self-employment in an investment capacity. Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final.

Approved Service as Director or Similar Position. Certain employees may serve as directors or as members of creditor committees or in similar positions for non- public, for-profit entities in connection with their professional activities at the firm. An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.

Service with Nonprofitmaking Organizations. Price Group encourages its employees to become involved in community programs and civic affairs. However, employees should not permit such activities to affect the performance of their job responsibilities.

Approval Process. The approval process for service with a non-profitmaking organization varies depending upon the activity undertaken.

By Supervisor. An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee, or member of the Board of Directors of any nonprofit organization.

By Ethics Committee Chairperson. If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker-dealer before accepting the position.

Although individuals serving as officers, Board members or trustees for nonprofitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations (e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee for guidance if such a situation arises.

Relationships with Financial Services Firms. In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. As described above, this prohibition generally extends to registration and/or licensure with an unaffiliated firm. This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker-dealers, investment advisers or other companies engaged in the mutual fund industry. All such purchases are subject to prior transaction clearance and reporting procedures, as applicable. This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.

 

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If any member of employee’s immediate family is employed by or has a partnership interest in a broker-dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the Ethics Committee.

An ownership interest of 0.5% or more in any entity, including a broker-dealer, investment adviser or other company engaged in the mutual fund industry, must be reported to the Code Compliance Team.

Relationships with a Bank. In order to avoid any regulatory conflicts of interests associated with an outside business activity associated with a bank, employees are required to obtain prior written approval before engaging in any outside business activity with a bank.

Approval Process. Any outside business activity with a bank, such as a second job, must be approved in writing by the employee’s supervisor and by the Chairperson of the Ethics Committee, or his designee.

Existing Relationships with Potential Vendors. If an employee is going to be involved in the selection of a vendor to supply goods or services to the firm, he or she must disclose the existence of any ongoing personal or family relationship with any principal of the vendor to the Chairperson of the Ethics Committee in writing before becoming involved in the selection process.

Investment in Client/Vendor Company Stock. In some instances, existing or prospective clients (e.g., clients with full-service relationships with T. Rowe Price Retirement Plan Services, Inc.) or vendors ask to speak to our portfolio managers and/or analysts who have responsibility for a Price Fund or Price ETF or other managed account in an effort to promote investment in their securities. While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to T. Rowe Price, employees must be aware of the potential conflicts presented by such meetings. In order to avoid any actual or apparent conflicts of interest:

 

   

Employees are prohibited from providing any internal information (e.g., internal ratings or plans for future Price Fund, Price ETF, or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department, and

 

   

Investment decisions of employees regarding a client’s or vendor’s securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo. If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with T. Rowe Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the client’s or vendor’s securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.

In addition, the use of information derived from such meetings with existing or prospective clients or vendors must conform to the Statement of Policy on Material, Inside (Non- Public) Information.

 

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Conflicts in Connection with Proxy Voting. If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund, Price ETF, or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firm’s proxy voting policies.

Confidentiality. The exercise of confidentiality extends to the all areas of our operations, including internal operating procedures and planning; current, prospective and former clients; investment advice; investment research; employee information and contractual obligations to protect third party confidential information. The duty to exercise confidentiality applies not only while associates and others are with the firm, but also after a person leaves the firm. Following are examples of the type of confidential information with which associates may come into contact:

 

   

Internal operating procedures and planning, including methods of operation and portfolio management, corporate financial information, and future initiatives the firm is considering.

 

   

Client information, including the identity of current, prospective, or former clients of any type (e.g., mutual fund shareholder, separate account client, etc.), agents of clients, and related data concerning clients (e.g., government-issued numbers, account numbers, addresses, investments, etc.).

 

   

Confidential information of third parties with whom we deal, such as the business operations of a vendor we use.

 

   

Investment research, including what securities we are considering for purchase or sale on behalf of our commingled investment vehicles or clients.

 

   

Information about our associates and contractors, such as name, government-issued numbers, health conditions, and financial or performance information.

 

   

Portfolio holdings for a commingled investment vehicle or separate account. (See “T. Rowe Price Mutual Funds and Exchange-Traded Funds Information Release Policy”)

In addition to laws that can apply to the collection and use of such information, Price Group also may be subject to contractual commitments. It is important to remember that your role is to use confidential information of others, such as information of clients or other associates, only as needed to perform your job; to handle such information in a secure manner; to not use or share such data for your own or other non-business purposes; and to promptly report any potential issues about the security, availability, or integrity of such information to the Help Desk.

Expense Payments and Reimbursements. As a general rule, T. Rowe Price will not pay or reimburse expenses, such as travel, accommodation and meals, to a business contact and will not accept payment or reimbursement from a business contact for those types of expenses. Exceptions may only be granted with approval of the employee’s supervisor and Division Head and the Chairperson of the Ethics Committee. Business units may adopt policies and procedures that permit T. Rowe Price to pay or reimburse expenses incurred by business contacts for attendance at certain T. Rowe Price sponsored events. Such policies and procedures must contain provisions that describe the circumstances in which such payments are allowed and the controls and conditions that will apply. Additionally, the policies and procedures must be approved by the

 

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Division Head and the Chairperson of the Ethics Committee. This general rule does not apply to “business entertainment” which is covered in the Statement of Policy on Gifts and Business Entertainment.

Financial Reporting. Price Group’s records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made, and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts. The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints. Price ETFs, as publicly traded companies, must comply with these requirements related to complaints. The Price Funds voluntarily comply with these requirements. As such, the Audit Committee of the Price ETFs and Price Funds has adopted policies and procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints for ETFs and Price Funds. Refer to Responsibility to Report Violations on page 2-14.

Gifts and Business Entertainment. The firm has adopted a comprehensive policy on providing and receiving gifts and business entertainment, which is found in the Code in the Statement of Policy on Gifts and Business Entertainment (page 3-1).

Human Resources. Associates should refer to the appropriate Associate Handbook for more information on the policies referenced in this section as well as other Human Resources policies.

Equal Opportunity. Price Group is committed to the principles of equal employment opportunity (“EEO”) and the maximum optimization of our associates’ abilities. We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, religion, creed, color, national origin, sex, gender, age, physical and mental disability, marital status, sexual orientation, gender identity or expression, citizenship status, military and veteran status, pregnancy, or any other classification protected by federal, state or local laws.

This commitment to EEO covers all aspects of the employment relationship including recruitment, application and initial employment, promotion, transfer, training and development, compensation, and benefits. All associates of T. Rowe Price are expected to comply with the spirit and intent of our EEO Policy. If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative. No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.

Drug and Alcohol Policy. Price Group is committed to providing a drug-free workplace and preventing alcohol abuse in the workplace. Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group associates and customers and restrict the firm’s ability to carry out its mission. Associates must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.

Policy Against Harassment and Discrimination. Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity.

 

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Associates have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination including harassment.

Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward an associate, supervisor/manager, contractor, vendor, customer, visitor, or other business partner. Accordingly, the firm will not tolerate harassment or intimidation of any associate based on race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy discrimination, or any other classification protected by country, federal, state, or local law. In addition, Price Group does not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual. Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips. If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.

Health and Safety in the Workplace. Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them perform their jobs effectively.

Use of Employee Likenesses and Information. Price Group is permitted to use employees’ names, biographical information, images, job descriptions, and other relevant business data for purposes of complying with legal requirements and/or as part of its legitimate interests in managing its business, including any T. Rowe Price sponsored community or charitable event. Price Group will seek an employee’s explicit consent for a proposed use of the employee’s likeness or other information when required to do so under applicable law.

Employment of Former Government and Self-Regulatory Organization Employees. U.S. laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC. In addition, certain states have adopted similar statutory restrictions. Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard. Before any action is taken to discuss employment by Price Group of a former government or regulatory or self-regulatory organization employee, whether in the U.S. or internationally, guidance must be obtained from the Legal Department.

Inside Information. The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., UK, and other international, state and other governmental laws and regulations. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group. Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject. You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information.

Investment Clubs. Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or their designee before forming or participating in a stock or investment club.

 

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Transactions in which Access Persons have beneficial ownership or control (defined on page 5-4) through investment clubs are subject to the firm’s Statement of Policy on Securities Transactions. Approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions. Non-Access Persons (defined on page 5-4) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.

Marketing and Sales Activities. All written and oral sales and marketing materials and presentations must be in compliance with applicable SEC, FINRA, Global Investment Performance Standards (“GIPS”), FCA, and other applicable international requirements. All such materials (whether for the Price Funds, Price ETFs, other commingled investment vehicles, non- Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department’s Global Communications Compliance Team, as appropriate, prior to use. All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.

Outside Business Activities. Please refer to Conflicts of Interest (page 2-4).

Past and Current Litigation and Inquiries from Regulators or Governmental Organizations. As a condition of employment, each new employee is required to provide information regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters. Price Group uses the information obtained to respond to questions asked on governmental, regulatory, and self-regulatory registration forms and for insurance and bonding purposes.

Each employee is responsible for keeping responses pertaining to past and current civil (including arbitrations) and criminal actions and certain regulatory matters updated (notify Code Compliance). An employee should notify Human Resources and either the Legal Department or the International Compliance Team promptly if he or she:

 

   

Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a U.S. (federal, state, or local), foreign or military court,

 

   

Becomes the subject of a Regulatory Action, which includes any action initiated by a securities regulator (e.g. Securities and Exchange Commission (U.S.), Financial Conduct Authority (UK), Securities and Futures Commission of Hong Kong, etc.), or

 

   

Receives an inquiry from any regulator or governmental authority.

Political Activities and Contributions. Price Group and its subsidiaries as well as their employees are subject to various federal, state and local laws regarding political contributions. These regulations can restrict the ability of the firm and its employees to make political contributions. In particular, the SEC has adopted Rule 206(4)-5 of the Advisers Act, known as the “Pay-To-Play” rule. The rule was adopted to address pay-to-play practices under which direct or indirect payments by investment advisers, and certain of their executive or employees, to state and local government officials in the U.S. may be perceived to improperly influence the award of government investment business. Generally, the rule prohibits an investment adviser from

 

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providing advisory services for compensation to a government entity client for two years after the adviser or certain of its executives or employees make a contribution over a de minimis amount to certain elected officials or candidates. The rule affects T. Rowe Price and its employees because government entities use the firm’s advisory services and also invest in T. Rowe Price mutual funds.

The firm has adopted a “Statement of Policy Regarding Political Contributions” (“Political Contributions Policyor Policy”) to comply with the SEC rule and other applicable laws and requirements. Under the Policy, all T. Rowe Price employees globally are required to prior clear proposed political contributions, as defined in the Policy, to any candidate, officeholder, political party, Political Action Committee (“PAC”), political organization, or bond ballot campaign in the U.S. Note that employees must separately ensure that they are eligible by applicable law to make the contribution at issue; for example, U.S. law generally permits only U.S. citizens and “green card” holders to contribute to federal, state, and local elections. Employees are generally prohibited from coordinating, or soliciting third parties to make, a contribution or payment to any candidate, officeholder, political party, PAC, political organization, or bond ballot campaign in the U.S. Additionally, employees are prohibited from doing anything indirectly that, if done directly, would violate this Policy. Any questions about the Political Contributions Policy should be directed to the “Political Contribution Requests” mailbox.

In addition to the requirements imposed by the SEC rule, all U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis and certain Pennsylvania political contributions on an annual basis. Certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the U.S. Municipal Securities Rulemaking Board (“MSRB”). Furthermore, the firm and/or some employees are subject to additional restrictions because of client contractual stipulations.

U.S. law prohibits corporate contributions to campaign elections for federal office (e.g., U.S. Senate and House of Representatives). The SEC rule effectively prohibits corporate contributions by the firm to state and local elections.

No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the written prior approval of the Legal Department. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees. Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.

T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees. Additionally, the firm cannot provide paid leave time to employees for political campaign activity. However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.

T. Rowe Price does not have a PAC. However, T. Rowe Price has granted permission to the Investment Company Institute’s PAC (“ICI PAC”), which serves the interests of the Investment company industry, to solicit T. Rowe Price’s senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC. Contributions to ICI PAC are entirely voluntary. Additionally, proposed contributions to the ICI PAC must go through the prior clearance process.

 

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As noted above, the SEC rule prohibits most solicitation activities. To the extent the Legal Department approves solicitation activities in accordance with applicable rules or other requirements employees, officers, and directors of T. Rowe Price may not solicit campaign contributions from employees without adhering to T. Rowe Price’s policies regarding solicitation. These include the following:

 

   

It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.

 

   

It must be clear that any contribution is entirely voluntary.

 

   

T. Rowe Price’s stationery and email system may not be used.

An employee who wants to participate in political campaigns or run for political office should consult with his or her immediate supervisor to make sure that this activity does not conflict with his or her job responsibilities. Also, the employee should contact the Legal Department to discuss any activities which may be prohibited.

Lobbying. It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that state’s lobbying laws. For example, in Maryland, if $2,500 of a person’s compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements. Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means (e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist. If you have any question whether your contact with a state’s officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.

Professional Designations. It is the supervisor’s responsibility to confirm that any designation (CFA, CFP, etc.) used by his or her direct reports in connection with T. Rowe Price business, including its use, is a valid designation issued by a reputable credentialing organization. In addition, the supervisor must take reasonable steps to confirm that the associate has earned the designation; it is relevant to his or her job and is authorized to use it. It is the responsibility of the associate to comply with the professional standards and reporting obligations of the organization that administers and authorizes the use of the professional designation. Any questions should be directed to the Legal Department.

Protection of Corporate Assets. All personnel are responsible for taking measures to ensure that Price Group’s assets are properly protected. This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary research or marketing information, corporate trademarks and service marks, copyrights, client relationships, and business opportunities. Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm. Similarly, you may not solicit co-workers to act in any manner detrimental to the firm’s interests.

 

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Quality of Services. It is a continuing policy of Price Group to provide investment products and services that meet applicable laws, regulations and industry standards, are offered to the public in a manner that ensures that each client/shareholder understands the objectives of each investment product selected, and are properly advertised and sold in accordance with all applicable SEC, FCA, FINRA, and other international, state and self-regulatory rules and regulations.

The quality of Price Group’s investment products and services and operations affects our reputation, productivity, profitability, and market position. Price Group’s goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.

Record Retention and Destruction. Under various U.S., UK, other international, state, and other governmental laws and regulations, certain of Price Group’s subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications. Different requirements can apply depending on the type of records, for example client-related records as opposed to HR-related records or general business records. Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team.

You must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded should be placed in designated bins or should be shredded, as your department requires. If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal. Documents stored off-site are destroyed on a regular basis if the destruction is approved by the appropriate business contact.

Generally, there can be legal prohibitions from destroying any existing records that may be relevant to any current, pending or threatened litigation, or regulatory investigation or audit. These records would include emails, calendars, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, handwritten notes, telephone records, expense reports, or similar material. If your business area is affected by litigation or an investigation or audit, you can expect to receive instructions from the Legal Department on how to proceed. Regardless of whether you receive such instructions, you should be prepared to secure relevant records once you become aware that they are subject to litigation or regulatory investigations or audits.

All personnel are responsible for adhering to the firm’s record maintenance, retention, and destruction policies.

Referral Fees. U.S. securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to T. Rowe Price (e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). The FCA also prohibits the offering of any inducement likely to conflict with the duties of the recipient. No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.

Release of Information to the Press. All requests for information from the media concerning T. Rowe Price Group’s corporate affairs, mutual funds, Price ETFs, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Corporate

 

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Communications/Public Relations contact for reply. Investment professionals who are contacted directly by the press concerning a particular fund’s investment strategy or market outlook may use their own discretion but are advised to check with the appropriate Corporate Communications/Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter. Please refer to the Global Media Engagement Guidelines located on the Exchange for additional information.

Responsibility to Report Violations. The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.

General Obligation. If an officer or employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser (“Chief Compliance Officer”) or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer. Reports submitted in paper form should be sent in a confidential envelope. Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer. Officers and employees may also contact any governmental and/or regulatory authority (e.g. SEC and FINRA in the U.S., FCA in the UK, SFC in Hong Kong, etc.).

Global Whistleblower Procedures. Price Group has adopted procedures for associates to report potential or actual violations of laws and regulations in each of the jurisdictions in which it operates. The procedures outline steps associates can take to report matters internally to the Legal Department, or on an anonymous basis through the Whistleblower Hotline, or externally to a regulatory authority. The procedures are located in the firm’s policy and procedures repository.

It is Price Group’s policy that no adverse action will be taken against any person as a result of that person becoming aware of a violation of the Code and reporting the violation in good faith.

Sarbanes-Oxley Whistleblower Procedures for Price Group. Pursuant to the Sarbanes- Oxley Act, the Audit Committee of Price Group has adopted procedures (“Procedures”) regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters. All employees should familiarize themselves with these Procedures, which are posted in the firm’s policies and procedures repository.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Legal Counsel, T. Rowe Price Group, Inc., The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll- free hotline at 888-651-6223.

Sarbanes-Oxley Whistleblower Procedures for Price ETFs and Price Funds. Pursuant to NYSE Arca Rule and the Sarbanes-Oxley Act, the Audit Committee of Price ETFs and

 

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Price Funds has adopted procedures regarding the receipt, retention and treatment of complaints received by Price ETFs and Price Funds regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price ETFs or Price Funds of concerns regarding questionable accounting or auditing matters. See “Policy on Complaints Related to ETFs and Mutual Fund Accounting Matters”. All employees should familiarize themselves with these Procedures, which are posted in the firm’s policies and procedures repository.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Compliance Officer of the Price Funds and Price ETFs. The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

Sarbanes-Oxley Attorney Reporting Requirements. Attorneys employed or retained by Price Group or any of the Price Funds or Price ETFs are also subject to certain reporting requirements under the Sarbanes-Oxley Act. The relevant procedures are posted in the firm’s policies and procedures repository.

Circulation of Rumors. Individuals subject to the Code shall not originate or circulate in any manner a rumor concerning any security which the individual knows or has reasonable grounds for believing is false or misleading or would improperly influence the market price of that security. You must promptly report to the Legal Department any circumstance which would reasonably lead you to believe that such a rumor might have been originated or circulated.

Service as Trustee, Executor or Personal Representative. You may serve as the trustee, co- trustee, executor or personal representative (collectively; “position of trust”) for the estate of or a trust created by close family members. You may also serve in a position of trust for estates or trusts created by non-family members subject to approval by the Ethics Committee. However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, the associate must first be granted permission by the Ethics Committee. If you serve in any of these capacities, securities transactions affected in such accounts will be subject to the prior transaction clearance (Access Persons only, except for Price Group stock transactions, which require prior transaction clearance by all associates) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions. If you presently serve in any of these capacities for non-family members, you should report the relationship in writing to the Ethics Committee.

Speaking Engagements and Publications. Employees are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty with our organization. This is encouraged by the firm as it enhances our public relations. You should obtain approval from your supervisor and Division Head before you accept such requests. You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and Division Head, provided the course is in compliance with the Guidelines found in T. Rowe Price Investment Services’ Compliance Manual. Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and Division Head.

 

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Social Media. As T. Rowe Price associates, anything we say or do in our personal communications, including on social media, can reflect on T. Rowe Price’s brand and reputation. We should be aware of this when making personal posts and remember that nothing we say in the social media space is totally private and, in fact, may be available indefinitely.

While T. Rowe Price does not discourage associates from using social media to maintain personal connections, it is important to understand what is acceptable and prohibited when using social media. The T. Rowe Price Policy for Associate Use of Social Media, available on the Exchange, sets forth the permissible use of social media, whether for personal or business use, by T. Rowe Price associates. Examples of permissible and impermissible actions include:

 

   

Do not discuss work or specific projects or products on any social network account;

 

   

Do not post any information about T. Rowe Price products, services, competitors, business contacts, or other associates without prior authorization and training;

 

   

Do not respond to questions or comments about T, Rowe Price products or services without prior authorization and training;

 

   

Do not comment on any individual posts;

 

   

Associates can share any T. Rowe Price job vacancy listed on the T. Rowe Price Careers site or LinkedIn Jobs page on the network of their choice;

 

   

Associates can “like” or “follow” T. Rowe Price social media pages; and

 

   

Associates can only “like” and share individuals posts that have been identified as approved for associate interaction.

The policy applies whether or not associates are on company premises and whether or not associates are using a T. Rowe Price system, T. Rowe Price-issued device, or personal device. The policy is designed to provide associates with clear direction when using social media to ensure the firm’s compliance with applicable regulations when engaging in social media channels, and to protect our associates, our clients, and the company.

Systems Security. Computer systems and programs play a central role in Price Group’s operations. To establish appropriate systems security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy on Systems Security and Related Issues (page 6-1).

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

GIFTS AND BUSINESS ENTERTAINMENT

T. Rowe Price adopted this policy to govern the receipt and giving of gifts and business entertainment by all employees of T. Rowe Price globally (“Associates”). The giving and receiving of gifts and business entertainment must be carefully considered by Associates to avoid even the appearance of conflicts of interest.

Associates are encouraged to ask for guidance about how to apply this policy in advance of giving or receiving a gift or business entertainment. Questions can be directed to your manager or to the Legal Department.

The Code and laws in numerous jurisdictions regulate gifts and entertainment to ensure that such practices do not constitute the direct or indirect provision or receipt of bribes, kickbacks, quid pro quos, or other corrupt practices. Please refer to the “Foreign Corrupt Practices Act and Other Illegal Payments” section of the Code and the firm’s “Compliance Policy and Program Statement Relating to Anti-Bribery Laws and Prohibitions Against Illegal Payments.”

Specific controls are applicable to ERISA plans and certain other regulatory regimes – see “Jurisdictions and Specific Requirements” section.

Gifts

The term “gift” has a broad meaning, including merchandise, gratuities and the use of property or facilities for weekends, vacations, and trips, including transportation and lodging costs, but does not include items of nominal value (defined later in this policy).

General rules for all Associates:

 

   

You may not give gifts in excess of US$100 (aggregate annual limit per business contact). You may not receive gifts in excess of US$100 (aggregate annual limit per organization). Please note that gifts given to a business contact’s family member (e.g., spouse or children) will count towards the US$100 annual gift limit for that business contact.

 

   

You may not accept gifts from broker-dealers.

 

   

You may not give gifts to or receive gifts from a vendor, client, prospect, or a lead manager of a consultant who has active negotiations or Requests for Proposals (“RFPs”) for services or products.

 

   

Any gift, given or received, must be reported.

 

   

Gifts may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

 

   

Gifts of cash or cash equivalents may not be given or received.

 

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Items of Nominal Value

Other than as noted in the Jurisdictions and Specific Requirements section of this policy, the term “gift” as described in this policy does not include an item of nominal value. Items with a value of US$50 or less are regarded as nominal items. For example, items such as pens, notepads, modest desk ornaments, or items that display the giving firm’s logo, which are typically given out at conferences or elsewhere, would generally fall within this exclusion. If an item is to be given in connection with the broker-dealer’s business, its value must not exceed US$50 and the item must have the TRP corporate logo permanently affixed to be exempt from the definition of “gift.”

Personal Gift Exclusion

A personal gift given or received in recognition of a “life event” such as a baby or wedding gift, does not fall within this policy provided the gift is not “in relation to the business of the employer of the recipient.” There should be a pre-existing personal or family relationship between the giver and the recipient. The giver, not the firm, should pay for the gift. In addition, if an Associate is giving a gift in recognition of a life event, the giver must obtain prior approval from his/her supervisor, Business Unit Head if different, and the Chairperson of the Ethics Committee. If these conditions are met, the recordkeeping requirements and the US$100 limit do not apply.

Gifts Received by Attendees at an Event

Any gift or gifts received by Associates at an event (e.g., industry conference, vendor user conference, investor relations event, etc.), other than nominal gifts (see above), must be reported and the total value cannot exceed the US$100 gift limit. If an event provides a gift or gifts with a value greater than US$100, Associates may decline to accept the gift, donate it to charity or, with the approval of the Chairperson of the Ethics Committee, present the gift to the Associate’s Business Unit for a random draw of an identified group of associates of an appropriate size.

Group Gifts

When a group gift valued at up to US$100 (e.g., chocolate assortment) is sent by a T. Rowe Price Associate, the gift report must identify the name of at least one business contact at the receiving organization. If an Associate or a T. Rowe Price department receives a gift that is valued in excess of the US$100 limit, it can be shared amongst Associates provided no single Associate’s share of the gift exceeds the US$100 limit. Alternatively, with the approval of the Chairperson of the Ethics Committee, the gift can be awarded to the winner of a random draw of an identified group of associates of an appropriate size or donate it to charity.

Recurring Gifts

Tickets or other gifts (including nominal value items) may not be given nor accepted from a business contact or firm on a standing, recurring, or ongoing basis. Supervisors are responsible for monitoring how frequently their Associates receive and give gifts to/from specific business contacts to avoid potential conflicts of interest.

Calculation of Value

Gifts should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of a gift is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

 

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Business Entertainment

Entertainment must serve a legitimate and appropriate business purpose (“Business Entertainment”). Generally, business entertainment includes meals and sporting events with business contacts (e.g., clients or vendors). Associates should be mindful that business entertainment should generally not be solicited and only accepted after an invitation from your host. Both the Associate and the business contact must be in attendance for an event to be classified as business entertainment. Business entertainment should not be so frequent or so lavish with the same business contact or client, that when viewed in its entirety, it could be viewed as a potential conflict of interest. See “Jurisdictions and Specific Requirements” for additional restrictions on Business Entertainment.

Reporting and Prior Clearance

 

1.

Business entertainment valued above US$100 per person must be reported.

 

2.

Business entertainment that exceeds US$250 per person requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).

 

3.

Broker-dealer provision: All meal business entertainment received from broker-dealers above US$100 per person requires prior approval by the Associate’s Manager and must be reported. All non-meal business entertainment received from broker-dealers, regardless of value, requires prior approval by the Associate’s Manager and must be reported. T. Rowe Price (or in some cases, the Associate) will pay or reimburse the broker-dealer for such reported business entertainment.

 

4.

Business entertainment that includes a guest (e.g., spouse or child) requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit). Keep in mind that the Associate may need to pay for the cost of the guest.

 

5.

Business entertainment that does not occur in the normal course of business or is an event of national prominence requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).

 

6.

Business entertainment may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

Each Business Unit will implement procedures to assess and consider relevant factors when determining if approval should be granted in the circumstances requiring prior approval. For example, factors may include the purpose of the meeting, the nature of the event being conducive to conversation, the exclusivity of the event, the frequency of interaction with the business contact and whether T. Rowe Price or the Associate should be bearing some portion or all of the associated cost.

Post-Event Approval

In certain situations, an Associate may not be able to ascertain the cost of an event until after its conclusion, such as business dinners. In the event the business entertainment was expected to be

 

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within these reporting thresholds (e.g., less than US$250 per person) but unexpectedly exceeds them, the Associate must promptly report such entertainment to his/her Manager for further discussion. In these limited circumstances and after review by the Associate’s Manager, “post- event” approval by a Region/Segment Head or Business Unit Head (as determined by the Business Unit) will be considered to be in compliance with this policy.

Transportation and Lodging

Generally, the cost of transportation and lodging expenses associated with business entertainment should be borne by the party using the transportation or lodging. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this restriction.

Active RFPs/Business Transactions

Associates may not entertain key decision makers of a vendor, prospect or current client (or their lead manager consultant) with an active RFP or where material negotiations of specific business or transactions are taking place. Key decision makers are those individuals who have significant influence on the decision related to the RFP or transaction which would include an ERISA plan fiduciary representative. However, meals closely associated with substantive business meetings (i.e., plan reviews, due diligence visits, investment reviews, educational sessions) are permitted.

Large-Scale Events

The cost-per-individual at an event (e.g., industry conference, vendor user conference, investor relations event) is not counted towards US$250 prior approval threshold provided that the conference has a reasonable relationship to the duties of the attending Associate(s) and the expenses for attendance are reasonable in light of the benefits afforded to the firm by such attendance. Associates should keep in mind that if there are separate excursions or other entertainment connected with the large-scale event (e.g., golf outings, boating trips, etc.) then the reporting and prior clearance requirements will apply to these separate events.

Calculation of Value

Business entertainment should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of an event is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

Jurisdictions and Specific Requirements

In addition to the general gift and entertainment rules in this policy, certain jurisdictions or regulators may impose restrictions that are more stringent than the general provisions of this policy. Associates that work in a jurisdiction outside of their primary office jurisdiction are subject to the rules of the jurisdiction with the higher standards. The following sets forth a summary of those restrictions.

TRPIL and Its European Subsidiaries Associates: UK FCA Inducements Rules and Guidance

The FCA Conduct of Business rules requires that gifts and entertainment provided or received must not impair our ability to act in the best interests of our clients. Guidance issued by the FCA notes that business entertainment in the form of sporting events or other social events may not be considered as capable of enhancing the quality of service to clients as they may either not be

 

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conducive to business discussions or the discussions could better take place without these activities. The following additional policy requirements apply to T. Rowe Price International Ltd (“TRPIL”) and its European subsidiaries:

Business Entertainment: All non-meal business entertainment provided or received, regardless of value, and regardless of whether it is provided by a broker-dealer or to or from other third-party business contacts, requires prior approval by the associate’s manager and must be reported. T. Rowe Price (or in some cases, the associate) will pay or reimburse the donor for such reported business entertainment.

In determining approval, the associates’ manager must consider whether the non-meal entertainment is capable of enhancing the quality of service to the client. Spectating at a sporting event or attending a concert or the theatre will not generally be considered to enhance the quality of service to the client and cannot generally therefore be accepted from or given to a third party. Participatory events such as a round of golf may be acceptable upon demonstration by the associate that the event is both conducive to business discussions and ultimately benefits our client. The approval must be clearly documented.

While the reimbursement to the business contact (by T. Rowe Price or the associate) removes the key inducement, there is possibly an intrinsic value in the invitation to an event in that it may not be available to the general public due to its popularity, the associate must be able to clearly demonstrate that the full market value is reimbursed to the business contact in order for their manager to approve.

U.S. - ERISA Covered Plans: US$250 Annual Limit

In accordance with guidance from the U.S. Department of Labor, the annual limit in this policy on gifts and business entertainment provided to an ERISA plan fiduciary representative (including plan advisers serving in a fiduciary capacity) is US$250. All gifts and business entertainment provided to a fiduciary business contact count towards this US$250 annual limit and must be prior approved by the Associate’s Manager or Region/Segment Head (as determined by the Business Unit) to help ensure the annual limit is not exceeded, except as provided below. Note that all gifts and business entertainment provided to a fiduciary business contact are subject to this policy’s reporting and prior clearance rules, even if not counted towards the US$250 annual limit.

 

1.

Meals provided by Associates to fiduciary business contacts at educational conferences, including T. Rowe Price hosted conferences; do not count towards the US$250 annual limit.

 

2.

Meals and entertainment provided at educational conferences hosted by T. Rowe Price do not count towards the US$250 annual unit. Note that fiduciary business contacts may be subject to rules pertaining to their acceptance of meals and entertainment at such events. Consult with the Compliance Manager/SME within your business unit to determine your business unit guidelines for reminding recipients of these rules.

 

3.

Meals provided to fiduciary business contacts and closely associated with substantive business meetings (e.g., plan reviews, due diligence visits, investment reviews, educational sessions) do not count towards the US$250 annual limit.

 

4.

Expenses for ordinary ground transportation such as taxi ride or courtesy shuttle that are closely associated with a substantive business meeting or an educational conference do not count towards the US$250 annual limit. Transportation expenses associated with relationship- building and other forms of entertainment would count towards the US$250 annual limit.

 

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5.

Items of nominal value given to fiduciary business contacts are not subject to this policy’s reporting requirements and do not count towards the US$250 annual limit. Generally, items that are less than US$10 are deemed to have nominal value. For the avoidance of doubt, any item that has a value greater than US$10, including items with a corporate logo permanently affixed, count towards the US$250 annual limit and must be reported.

 

6.

Meals and entertainment provided by a Business Unit Head to a fiduciary business contact for purposes of obtaining market intelligence (and not to support sales activity) do not count towards the US$250 annual limit.

Note that all gifts, business entertainment, and meals given to or attended by guests of the fiduciary business contact(s) (including in the context of an educational conference) count towards the US$250 annual limit for the fiduciary and are subject to this policy’s reporting and prior clearance rules.

Providing services or support (including some types of marketing support) to an ERISA plan fiduciary may be considered a gift. Consult with the Compliance Manager/SME within your business unit for assistance in evaluating whether such services or support would be subject to this policy.

Country and U.S. State Specific Requirements

Countries and U.S. states may adopt rules that govern the provision of gifts and business entertainment. Such rules may impose strict dollar limits or prohibitions on providing gifts and business entertainment which may be more restrictive than this policy. Additionally, these rules may impose increased reporting requirements on Associates. The Legal Department will work with business units to inform them of these jurisdictions’ specific rules.

Reporting

It is ultimately the Associate’s responsibility to properly report gifts and business entertainment, whether given or received, in accordance with each business unit’s reporting procedures. All gifts must be reported within ten business days. All business entertainment must be reported promptly.

All gifts and business entertainment reports will be available for review by Legal & Compliance, including International Compliance, in conjunction with their responsibility to oversee our firm- wide compliance.

The U.S. Department of Labor has established strict gift and entertainment reporting rules relative to ERISA clients. All gifts and business entertainment of US$10 or more accepted from, provided to, or in relation to ERISA clients should be reported under the Associate’s business unit’s procedures.

Chair of the Ethics Committee

Special circumstances may arise that would require the review of the Chair of the Ethics Committee and may result in exceptions being granted to part or all of this policy.

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

Policy of Price Group on Insider Trading. It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel (e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the U.S., the UK, or any other country that has jurisdiction over its activities. Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries as well as information pertaining to Price Funds, Price ETFs, and other clients.

Purpose of Statement of Policy. As a global firm, Price Group is subject to a wide array of laws and regulations that prohibit the misuse of inside information. The purpose of this Statement of Policy (“Statement”) is to describe and explain: (i) the general legal prohibitions and sanctions regarding insider trading under U.S. and global regulations and how they are applicable across the firm globally; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firm’s educational program regarding insider trading. Additionally, the U.S. Insider Trading and Securities Fraud Enforcement Act (“Act”) requires Price Group to establish, maintain, and enforce written procedures designed to prevent insider trading.

Many jurisdictions, including Hong Kong, Singapore, Japan, Australia and most European countries, have laws and regulations prohibiting the misuse of inside information. While this Statement does not make specific reference to these laws and regulations, the Statement provides general guidance regarding appropriate activities that is applicable to all employees globally. There is, however, no substitute for knowledge of local laws and regulations. Employees are expected to understand the relevant local requirements where they work and comply with them. Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal & Compliance Department or the TRP International Compliance Team.

The Basic Insider Trading Prohibition. The “insider trading” doctrine under U.S. securities laws generally prohibits any person (including investment advisers) from:

 

   

Trading in a security while in possession of material, non-public information regarding the issuer of the security;

 

   

Tipping such information to others;

 

   

Recommending the purchase or sale of securities while in possession of such information;

 

   

Assisting someone who is engaged in any of the above activities.

Thus, “insider trading” is not limited to insiders of the issuer whose securities are being traded. It can also apply to non-insiders, such as investment analysts, portfolio managers, consultants and stockbrokers. In addition, it is not limited to persons who trade. It also covers persons who tip material, non-public information or recommend transactions in securities while in possession of such information. A “security” includes not just equity securities, but any security (e.g., corporate and municipal debt securities, including securities issued by the federal government).

 

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“Need to Know” Policy. All information regarding planned, prospective or ongoing securities transactions must be treated as confidential. Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively. Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.

Transactions Involving Price Group Stock. You are reminded that you are an “insider” with respect to Price Group since Price Group is a public company and its stock is traded on the NASDAQ Stock market. It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable. You are prohibited from trading Price Group stock (TROW) if you are privy to material, non-public information.

Sanctions. Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms. A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:

 

   

Injunctions;

 

   

Treble damages;

 

   

Disgorgement of profits;

 

   

Criminal fines;

 

   

Jail sentences;

 

   

Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm); and

 

   

Civil penalties for the controlling entity (e.g., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons.

In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved. The provisions of U.S. and UK law discussed below, and the laws of other jurisdictions are complex and wide ranging. If you are in any doubt about how they affect you, you must consult the Legal & Compliance Department or the TRP International Compliance Team, as appropriate.

U.S LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

Introduction. “Insider trading” is a top enforcement priority of the U.S. Securities and Exchange Commission. The Insider Trading and Securities Fraud Enforcement Act has far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies. Specifically, the Insider Trading and Securities Fraud Enforcement Act:

Written Procedures. Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.

Penalties. Imposes severe civil penalties on brokerage firms, investment advisers, their

 

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management and advisory personnel, and other “controlling persons” who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other “controlled persons.” Additionally, the Act contains substantial criminal penalties, including monetary fines and jail sentences.

Private Right of Action. Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.

Bounty Payments. Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations. Bounty payments are at the discretion of the SEC but may not exceed 10 – 30% of the penalty imposed.

The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and Fair Disclosure, which are discussed later in this Statement.

Basic Concepts of Insider Trading. The four critical concepts under U.S. law in insider trading cases are: (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public and (4) use/possession. Each concept is discussed below.

Fiduciary Duty/Misappropriation. In two decisions, the U.S. Supreme Court outlined when insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.

The concept of who constitutes an “insider” is broad. It includes officers, directors, and employees of an issuer. In addition, a person can be a “temporary insider” if he or she enters into a confidential relationship in the conduct of an issuer’s affairs and, as a result, is given access to information solely for the issuer’s purpose. A temporary insider can include, among others, an issuer’s attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations. In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information confidential.

A typical breach of duty arises when an insider purchases securities of his or her corporation on the basis of material, non-public information. Such conduct breaches a duty owed to the corporation’s shareholders. The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to a client, an employer, employees, or even a personal acquaintance. For example, courts have held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit; that would be enough to find a fiduciary breach.

Court decisions have held that under a “misappropriation” theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by: (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose. For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory. For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.

 

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SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the “misappropriation” theory of insider trading. It states that a “duty of trust or confidence” exists in the following circumstances, among others:

 

  (1)

Whenever a person agrees to maintain information in confidence;

 

  (2)

Whenever the person communicating the material, nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or

 

  (3)

Whenever a person receives or obtains material, non-public information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.

The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information.

Materiality. Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is “material.” The information need not be so important that it would have changed an investor’s decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.

Resolving Close Cases. The U.S. Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.

Effect on Market Price. Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material.

Future Events. The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.

Illustrations. The following list, though not exhaustive, illustrates the types of matters that might be considered material: a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8- K with the SEC; establishment of a program to make purchases of the issuer’s own shares; a tender offer for another issuer’s securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.

 

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Illustrations for the STA ETFs. The STA ETF Exemptive Relief provides that, because (unlike traditional ETFs) the STA ETFs do not disclose portfolio holdings daily, the selective disclosure of material nonpublic information, including information other than portfolio information, would be more likely to provide an unfair advantage to the recipient than in other ETFs. Non-public information that could be material to the STA ETFs includes, but is not limited to, current holdings information, investment decisions, and any potential arbitrage deficiencies that could necessitate Board-directed corrective action. This is not an exhaustive list.

Non-Public vs. Public Information. Any information that is not “public” is deemed to be “non- public.” Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public. Information is considered public if it has been disseminated in a manner making it available to investors generally. An example of non-public information would include information provided to a select group of analysts but not made available to the investment community at large. Set forth below are a number of ways in which non-public information may be made public.

Disclosure to News Services and National Papers. The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their company to: (1) the national business and financial newswire services (e.g. Bloomberg, Thomson Reuters, etc.); (2) the national service (Associated Press); and (3) The New York Times and The Wall Street Journal.

Local Disclosure. An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded but might not be sufficient for an issuer that has a national market.

Information in SEC Reports. Information contained in reports filed with the SEC will be deemed to be public.

If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public (i.e., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to allow the information to be fully disseminated. Price Group may also follow Information Barrier procedures, as described on page 4-9 of this Statement.

Concept of Use/Possession. It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while in possession of material, non-public information regarding the security. This is in contrast to trading on the basis of the material, non-public information. To illustrate the problems created by the use of the “possession” standard, as opposed to the “caused” standard, the following three examples are provided:

First, if the investment committee to a Price mutual fund were to obtain material, non- public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates. The prohibition would last until the information is no longer material or non-public.

 

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Second, if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.

Third, even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.

The SEC has expressed its view about the concept of trading “on the basis of” material, non-public information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is “on the basis” material non-public information about that security or issuer if the person making the purchase or sale was aware of the material, non-public information when the person made the purchase or sale.

A person’s purchase or sale is not “on the basis of” material, non-public information if he or she demonstrates that:

(A) Before becoming aware of the information, the person had:

 

  (1)

Entered into a binding contract to purchase or sell the security;

 

  (2)

Instructed another person to purchase or sell the security for the instructing person’s account, or

 

  (3)

Adopted a written plan for trading securities.

When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

Under Rule 10b5-1, a person other than a natural person (e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not “on the basis of” material, non-public information if it demonstrates that:

 

   

The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and

 

   

The person had implemented reasonable policies and procedures, taking into consideration the nature of the person’s business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material, non-public information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material, non-public information, or those that prevent such individuals from becoming aware of such information.

Tender Offers. Tender offers are subject to particularly strict regulation under the securities laws. Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty. Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.

 

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Selective Disclosure of Material, Non-Public Information by Public Companies. The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, non-public information to certain persons who would be expected to trade on it. The rule applies only to publicly traded domestic (U.S.) companies, not to foreign government or foreign private issuers.

Under this rule, whenever:

 

   

An issuer, or person acting on its behalf,

 

   

Discloses material, non-public information,

 

   

To securities professionals, institutional investors, broker-dealers, and holders of the issuer’s securities,

 

   

The issuer must make public disclosure of that same information,

 

   

Simultaneously (for intentional disclosures), or

 

   

Promptly within 24 hours after knowledge of the disclosure by a senior official (for non-intentional disclosures)

Regulation FD does not apply to all of the issuer’s employees; rather only communication by an issuer’s senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered. Certain recipients of information are also excluded from the rule’s coverage, including persons who are subject to a confidentiality agreement, credit rating agencies, and “temporary insiders,” such as the issuer’s lawyers, investment bankers, or accountants.

Selective Disclosure of Material, Non-Public Information Related to the STA ETFs.

While Regulation Fair Disclosure (“Regulation FD”) does not directly apply to registered open- end funds, it is applicable to the STA ETFs pursuant to the STA ETF Exemptive Relief. The STA ETF Exemptive Relief requires each STA ETF and each person acting on behalf of an STA ETF to comply with and agree to be subject to the requirements of Regulation FD as if it applied to them. In order to align with these requirements, the STA ETFs will comply with the Policy and Procedure for Release of Material Non-Pubic Information Related to the Semi-Transparent ETFs, as well as the T. Rowe Price Mutual Funds and Exchange-Traded Funds Portfolio Information Release Policy with respect to the frequency and timing of dissemination of information to the T. Rowe Price website. If T. Rowe Price employees acting on behalf of the STA ETFs selectively disclose MNPI related to a STA ETF to an external party (other than a service provider subject to confidentiality agreement as described below), the STA ETF must comply with Regulation FD by promptly issuing a press release or otherwise publicly releasing the information just disclosed on a selective basis through a “recognized channel of distribution”.

Expert Network Services. Expert networks may be used by approved investment staff to supplement the investment process. Expert networks provide investors with access to individuals having a particular expertise or specialization, such as industry consultants, vendors, doctors, attorneys, suppliers, or past executives of particular companies. Expert network services can be an important component of the investment research process, and Price Group has implemented various controls to govern these interactions. A strict approval process is in place for utilizing a new expert network service. Also, a reporting and oversight process exists in the Equity Division to ensure that the services are being used properly by only appropriate investment staff.

 

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Information Regarding Price Group.

The illustrations of material information found on page 4-4 of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm. Remember, even though you may have not intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock. If such transactions were discovered and your friend was prosecuted, your status as an informant or “tipper” would directly involve you in the case. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to Price Group you should contact the Legal & Compliance Department.

Information Regarding T. Rowe Price Funds, Price ETFs, and Subadvised Funds.

Employees who possess material, non-public information pertaining to a Price Fund, Price ETF, or subadvised fund are prohibited from trading in the shares of the fund. Associates may obtain or possess information about significant portfolio activity of a fund, such as an unscheduled disbursement or receipt that is not reflected in the fund’s NAV, which could be regarded as material. For example, an associate may learn of a significant tax refund or litigation recovery that a fund is entitled to but has not been entered as a receivable because the amount and timing are unknown. Such information could constitute material, non-public information. Information regarding future events that would not be expected to have a known impact on the fund’s NAV, such as a large subscription by an institutional shareholder or a change in the fund’s portfolio manager, while considered highly sensitive information (not to be shared with others outside of T. Rowe Price), would not typically constitute material, non-public information for these purposes. If you have concerns or questions about whether certain information constitutes material, non- public information pertaining to a Price Fund, Price ETF, or subadvised fund you should contact the Legal & Compliance Department.

LAWS AND REGULATIONS REGARDING INSIDER TRADING PROHIBITIONS OUTSIDE THE U.S.

The jurisdictions outside the U.S. that regulate some T. Rowe Price entities have laws in this area that are based on principles similar to those of the U.S. described in this Statement. If you comply with the Code, then you will comply with the requirements of these jurisdictions. If you have any concerns about local requirements, please contact the TRP International Compliance Team or the Legal & Compliance Department.

PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION

Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate Legal & Compliance Department person or group and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary. The individual may not disclose the information or trade in the security until a determination is made by Legal & Compliance. U.S.-based personnel should contact the Legal & Compliance Department and international personnel should contact the International Compliance Team.

 

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Specifically, you may not:

 

   

Trade in securities to which the material, non-public information relates;

 

   

Disclose the information to others;

 

   

Recommend purchases or sales of the securities to which the information relates.

If it is determined that the information is material and non-public, the issuer will be placed on either:

 

   

A Restricted List (“Restricted List”) in order to prohibit trading in the security by both clients and Access Persons; or&

 

   

A Watch List (“Watch List”), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as an Information Barrier.

The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal & Compliance Department and Code Compliance who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List. As described below, if an individual on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact Code Compliance. Code Compliance will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.

The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal & Compliance Department.

The Restricted List is also highly confidential and should, under no circumstances, be disseminated to anyone outside Price Group. Individuals with access to the Restricted List should not disclose its contents to anyone within Price Group who does not have a legitimate business need to know this information.

Code Compliance will remove the issuer from the Watch List or Restricted List when the information is no longer material or non-public.

Specific Procedures Relating to the Safeguarding of Inside Information.

To ensure the integrity of the Information Barrier, and the confidentiality of the Restricted List, it is important that you take the following steps to safeguard the confidentiality of material, non- public information:

 

   

Do not discuss confidential information in public places such as elevators, hallways or social gatherings;

 

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To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;

 

   

Avoid using speaker phones in areas where unauthorized persons may overhear conversations;

 

   

Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;

 

   

Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use;

 

   

Destroy copies of confidential documents no longer needed for a project. However, Record Retention and Destruction guidelines should be reviewed before taking any action; and

 

   

Comply with the Price ETFs Information Barrier policy to safeguard non-public information.

ADDITIONAL PROCEDURES

Education Program. While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.

To ensure that all appropriate personnel are properly informed of and understand Price Group’s policy with respect to insider trading, the following program has been adopted.

Initial Review and Training for New Personnel. All new persons subject to the Code, which includes this Statement, will be given the Code at the time of their association and will be required to certify that they have read it. In addition, each new employee is required to take web-based training promptly after his or her start date.

Revision of Statement. All persons subject to the Code will be informed whenever this Statement is materially revised.

Annual Review. All persons subject to the Code receive training on the Code annually.

Acknowledgement of Compliance. All persons subject to the Code will be asked to acknowledge their understanding of an adherence to the Code, including this Statement, on at least an annual basis.

Questions. If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal & Compliance Department, or the TRP International Compliance Team as appropriate.

 

4-10


T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

SECURITIES TRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various UK and other jurisdictions’ laws and regulations, Price Group, the mutual funds (“Price Funds”), and the exchange-traded funds (“Price ETFs”) which its affiliates manage, have adopted this Statement of Policy on Securities Transactions (“Statement”).

Price Advisers’ Fiduciary Position. As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

Purpose of Statement of Policy. The Statement was developed to help guide Price Group’s employees and independent directors and the independent directors of the Price Funds and Price ETFs in the conduct of their personal investments and to:

 

   

Eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as inconsistent with our role as a fiduciary;

 

   

Avoid situations where it might appear that Price Group, Price Funds, or the Price ETFs or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and

 

   

Prevent, as well as detect, the misuse of material, non-public information.

Price Group’s, Price Funds’, and the Price ETFs’ reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds and Price ETFs.

QUESTIONS ABOUT THE STATEMENT. Questions regarding the policy can be directed to Code Compliance (Code_of_Ethics@TRowePrice.com).

 

5-1


EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the “Policy”), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

This Policy is set forth in each Fund’s prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

FRONT RUNNING. Front Running is inconsistent with our responsibility to serve the interests of clients. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices affected by client transactions.

PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person’s or Non- Access Person’s spouse, minor children, and certain other relatives, as further described on page 5-4 of this Statement. All Access Persons except the independent directors of the Price Funds and Price ETFs are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds and Price ETFs are not subject to prior transaction clearance requirements and are subject to modified reporting as described on page 5-19. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:

 

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Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.

Employee Partnerships. Partnerships such as Pratt Street Ventures.

Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and its affiliates.

Certain Contingent Workers. These workers include:

 

   

All contingent workers whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group’s employees (versus project work that stands apart from ongoing work); and

 

   

Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

Exceptions must be approved by Code Compliance (Code_of_Ethics@TRowePrice.com)

Independent Directors of Price Group, Price Funds, and the Price ETFs. The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds and Price ETFs include those directors of the Price Funds and Price ETFs who are not deemed to be “interested persons” of Price Group.

Although subject to the general principles of this Statement, including the definition of “beneficial ownership,” independent directors are subject only to modified reporting requirements (pages 5-20 to 5-22). The trades of the independent directors of the Price Funds and Price ETFs are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

ACCESS PERSONS. Certain persons and entities are classified as “Access Persons” under the Code. The term “Access Persons” means:

 

   

The Price Advisers;

 

   

Any officer or director of any of the Price Advisers or the Price Funds, including the Price ETFs (except the independent directors of the Price Funds and Price ETFs);

 

   

Any person associated with any of the Price Advisers, Price Funds, or the Price ETFs who, in connection with his or her regular functions or duties, makes, participates in, obtains or has access to non-public information regarding the purchase or sale of securities by a Price Fund, Price ETF, or other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds and Price ETFs, or whose functions relate to the making of any recommendations with respect to the purchases or sales.

All Access Persons are notified of their status under the Code.

 

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Investment Personnel. An Access Person is further identified as “Investment Personnel” if, in connection with his or her regular functions or duties, he or she “makes or participates in making, or is closely associated with personnel who make recommendations regarding the purchase or sale of securities” by a Price Fund, Price ETF, or other advisory client.

The term “Investment Personnel” includes, but is not limited to:

 

   

Those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm’s clients (investment counselors and members of the mutual fund advisory committees);

 

   

Research and credit analysts;

 

   

Traders who assist in the investment process; and

 

   

Support staff who assist in the investment process.

All Investment Personnel are deemed Access Persons under the Code.

NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed “Non-Access Persons.” If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person.

TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

First, you are a “beneficial owner” of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or

Second, if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization (e.g., a power of attorney to direct transactions in another person’s account) of an unrelated person’s or entity’s brokerage account, or are directing another person’s or entity’s trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.

Definition of Beneficial Owner. A “beneficial owner” is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Being the beneficiary of an account, such as a 401(k) or securities account, does not necessarily mean a person is a “beneficial owner” unless one of the following conditions exists.

A person has beneficial ownership in:

 

   

Securities held by members of the person’s immediate family (e.g. spouse, child, etc.) sharing the same household, although the presumption of beneficial ownership may be rebutted;

 

   

A person’s interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;

 

   

A person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

 

5-4


   

A general partner’s proportionate interest in the portfolio securities held by either a general or limited partnership;

 

   

Certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and

 

   

A person’s right to dividends that are separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then the associated securities accounts become subject to the account reporting requirements outlined on page 5-16.

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse or family member (residing with you) has an independent trading program in which you have no input or control. Similarly, if your spouse or family member has investment control over, but not beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement’s relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either Code Compliance (Code_of_Ethics@TRowePrice.com) or the TRP International Compliance Team. Any such request for clarification or interpretations should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification or interpretation about the applicability of the Statement. Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Team or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running.

 

5-5


TRANSACTIONS IN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the U.S. securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:

Independent Directors of Price Funds or Price ETFs. The independent directors of the Price Funds or Price ETFs are prohibited from owning the stock or other securities of Price Group.

Quarterly Earnings Report. Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day of filing the firm’s earnings release with the SEC. You will be notified quarterly in regards to the controlling (blackout) dates.

Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group are required to obtain clearance prior to effecting any proposed transaction involving shares of Price Group stock owned beneficially, including any Price Group stock owned in the Employee Stock Purchase Plan (“ESPP”). Moving shares of Price Group stock (held outside of the ESPP) between securities firms or to/from individual or joint brokerage accounts does not have to receive prior clearance. Prior clearance is required to transfer shares to another person, entity, or trust account.

Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be submitted to the myTRPcompliance system.

Gifts. The giving of or receipt of Price Group stock (TROW) must be prior cleared. This includes donation transactions into donor-advised funds such as T. Rowe Price Charitable, as well as any other charitable gifting.

Prohibition Regarding Transactions in Price Group Options. Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

Hedging Transactions in Price Group Stock. Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted.

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program. Refer to page 5-26 for a full description of the 60-Day Rule.

Only Price Group stock that has been held for at least 60 days may be gifted. You must receive prior clearance before gifting shares of Price Group stock. Purchases of Price

 

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Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock. To avoid issues with the 60-day rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.

 

Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership).

Initial Disclosure of Holdings of Price Group Stock. Each new employee must report any shares of Price Group stock of which he or she has beneficial ownership no later than ten business days after his or her starting date.

Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Team or by the financial institution (e.g. broker-dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.

Effectiveness of Prior Clearance. Prior transaction clearance of transactions in Price Group stock is effective for three business days from and including the date the clearance is granted (taking into consideration the time zone), unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

Reporting of Disposition of Proposed Transaction. If the transaction request was executed, the Payroll & Stock Transaction Team will receive an electronic or paper confirmation of the transaction and your records will be updated accordingly.

Insider Reporting and Liability. Under current SEC rules, certain officers, directors and 10% stockholders of a publicly traded company (“Insiders”) are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.

SEC Reporting. There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

 

5-7


   

Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider (i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.

 

   

Form 4. Any change in the Insider’s ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.

 

   

Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.

Liability for Short-Swing Profits. Under the U.S. securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS - ACCESS PERSONS.

Access Persons must obtain prior transaction clearance (approval) before directly or indirectly initiating the purchase or sale of a security in an account in which the Access Person is a beneficial owner (page 5-4). This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment. Following are exceptions to the prior transaction clearance requirement:

 

   

The independent directors of the Price Funds and Price ETFs are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds or Price ETFs; and

 

   

Any Price Adviser is not required to receive prior transaction clearance when T. Rowe Price seed money is deployed to establish a client/product strategy.

Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transactions in Price Group stock.

Where required, prior transaction clearance must be obtained regardless of whether the transaction is affected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker-dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60-Day Rule (page 5-266); you are responsible for ensuring your compliance with this rule.

 

5-8


TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A “REPORTABLE FUND.” The following transactions do not require either prior transaction clearance or reporting:

Mutual Funds and Variable Insurance Products. The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds (page 5- 11).

Undertakings for Collective Investments in Transferrable Securities (UCITS). The purchase or redemption of shares in an open-ended European investment fund established in accordance with the UCITS Directive provided that a Price Adviser does not serve as an adviser to the fund.

Automatic Investment Plans. Transactions through a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. However, the initial automatic investment does require prior clearance. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a “non-systematic transaction”) must be reported by both Access Persons and non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

Donor-Advised Funds. Transactions within donor-advised funds, such as T. Rowe Price Charitable, do not require prior clearance or reporting. However, a gift of Price Group stock into a donor-advised fund is required to be prior cleared and reported.

U.S Government Obligations. Purchases or sales of direct obligations of the U.S Government.

Commercial Paper and Similar Instruments. Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality, short-term debt instruments, including repurchase agreements.

Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

Currency. Direct foreign currency transactions (spot and forward trades) in the Japanese Yen or British Pound, for example. However, securitized or financial instruments used for currency exposure (e.g. ProShares Ultra Yen ETF), must be reported.

 

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Cryptocurrency. Transactions in cryptocurrency, such as Bitcoin, Ethereum, etc., do not require prior clearance or reporting. However, transactions in any publicly traded cryptocurrency tracker instrument would require prior clearance and reporting. Participation in Initial Coin Offerings (ICOs) is prohibited.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. The following transactions do not require prior transaction clearance but must be reported:

Non-T. Rowe Price Exchange-Traded Funds (“ETFs”). Transactions in non-T. Rowe Price ETFs, including non-T. Rowe Price ETFs authorized as UCITS, do not require prior clearance but must be reported. Access Persons are prohibited to transact in inverse/short and narrow ETFs. Short sale transactions in long and narrow ETFs is also prohibited. Access Persons are responsible for their compliance to these two prohibitions. Contact the Code Compliance Team regarding any uncertainty in contemplated ETF transactions. Narrow ETFs include, but are not limited to, those focused on specific industries (e.g. energy, healthcare, financial services, etc.), commodities, currencies, and specific geographical markets (e.g. countries or regions).

Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case the ETF protocols apply.

National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.

Variable Rate Demand Notes. This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities. It is not a money market fund nor is it equivalent to a bank deposit or bank account, therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.

Pro Rata Distributions. Purchases effected by the exercise of rights issued pro-rata to all holders of a class of securities or the sale of rights so received.

Tender Offers. Purchases and sales of securities pursuant to a mandatory (e.g., the holder has no choice or elections regarding the offer) tender offer. Merger elections, however, that presents holders of acquired securities, with exchange options that typically include cash or securities of the acquiring company and/or a combination thereof, must be prior cleared.

Exercise of Stock Option of Corporate Employer by Spouse. Transactions involving the exercise by an Access Person’s spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a “cash-less” transactions, must receive prior transaction clearance.

 

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Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse. Transactions commonly called “net sales” whereby upon vesting of restricted shares, a portion of the shares are automatically sold in order to cover the tax obligation.

Inheritances. The acquisition of securities through inheritance.

Gifts. The giving of or receipt of a security as a gift. However, a gift of or receipt of Price Group stock must be prior cleared.

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions. The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.

Spousal Employee-Sponsored Payroll Deduction Plans. Purchases, but not sales, by an Access Person’s spouse pursuant to an employee-sponsored payroll deduction plan (e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

Partial Shares Sold. Partial shares held in an account that are sold when the account is transferred to another broker-dealer or to new owner or partial shares sold automatically by the broker-dealer.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

Reportable TRP-Advised Funds (“Reportable Funds”) Not Held On A T. Rowe Price Platform. Access Persons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds and UCITS, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds, non-Price ETFs, SICAVs, OEICs, ITMs, AUTs, and any Price-advised investment products, but also any fund managed by any of the Price Advisers either through subadvised relationships, including any fund holdings offered through retirement plans (e.g., 401(k) plans) other than the T. Rowe Price U.S. Retirement Plan, or as an investment option offered as part of a variable annuity. Legal & Compliance maintains a listing of subadvised Reportable Funds on the TRP Exchange.

Access Persons must inform the Code Compliance Team about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on the T. Rowe Price platform, or in the T. Rowe Price U.S. Retirement Plan, or the T. Rowe Price UK Retirement Schema, the Access Person need not report these transactions directly. In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on page 5-18.

 

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Interests in Section 529 College Savings Plans not held on the T. Rowe Price Platform. Access Persons must report the purchase and sale of interests in any Section 529 College Savings Plan for which any Price Adviser serves as an adviser or subadviser to the plan. Access Persons must inform the Code Compliance Team about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan. For these specific plans only, once this notification has been given, an Access Person need not report transactions directly (page 5-18). In instances where ownership interests in 529 College Savings Plans that are advised or subadvised by a Price Adviser are held through an intermediary, transactions must be reported as described on page 5-18.

The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

TRANSACTIONS THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. Generally, Access Persons are required to obtain prior clearance for all buy and sell transactions in individual stocks, bonds, closed-end funds, private investments, and derivatives (e.g. options, swaps, futures, etc.) of these securities, as well as T. Rowe Price ETFs that you are considered to be the beneficial owner. If the transaction or security is not subject to prior transaction clearance, as outlined in this policy, you should assume that it is subject to the prior clearance requirement unless specifically informed otherwise by the Code Compliance Team or the TRP International Compliance Team.

Among the transactions for which Access Persons must receive prior transaction clearance are:

 

   

Non-systematic transactions in a security that is not exempt from prior transaction clearance;

 

   

Close-end fund transactions, including U.K, Canadian, and other non-U.S. investment trusts.

 

   

Price ETFs (See the chart in the “TRANSACTIONS IN PRICE ETFs.

 

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TRANSACTIONS IN PRICE ETFs. Guidelines specific to the Price ETFs are as follows:

 

     Access Person    Non-Access Persons    Independent Directors
Must Pre-clear Trades in Price ETFs    YES    NO    NO
Must Post-report Trades in Price ETFs    YES    YES    YES
Subject to 60-day Rule    YES    NO    NO
Subject to Ad hoc Trading Restrictions    YES    NO    YES
Ability to Buy/Sell Price ETFs in the Primary Market    NO    NO    NO
Ability to Sell Short the Price ETFs    NO    NO    NO
Ability to Transact in Options of the Price ETFs    NO    NO    NO

OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds and Price ETFs), including purchases in initial public offerings and private placement transactions, must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group, the Price Funds, and Price ETFs are subject to modified reporting requirements.

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described in this policy or determined by the Chairperson of the Ethics Committee, Access Persons must receive prior transaction clearance for all securities transactions.

Access Persons should follow the procedures before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Team before proceeding.

 

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Procedures for Obtaining Prior Transaction Clearance for Initial Public Offerings (“IPOs”):

Non-Investment Personnel. Access Persons who are not Investment Personnel (“Non- Investment Personnel”) may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or their designee. An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act. This requirement applies to all IPOs regardless of market.

In considering such a request for prior transaction clearance, the Chairperson or their designee will determine whether the proposed transaction presents a conflict of interest with any of the firm’s clients or otherwise violates the Code. The Chairperson or his or her designee will also consider whether:

 

  1.

The purchase is made through the Non-Investment Personnel’s regular broker;

 

  2.

The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel’s account; and

 

  3.

The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a “restricted person,” as defined in FINRA Rule 5130, has a beneficial interest.

Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm’s clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm’s clients have had the opportunity to purchase in the secondary market once the underwriting is completed – commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

Investment Personnel. Investment Personnel may not purchase securities in an IPO.

Non-Access Persons. Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buy shares in a new issue in any market.

Procedures for Obtaining Prior Transaction Clearance for Private Placements:

Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or their designee. This prior clearance provision includes situations involving investment transactions made in small businesses typically sourced through family or friends as well as any other referral source.

A private placement is generally defined as an offering that is exempt from registration by a regulatory authority and sold through a private offering. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement and be regarded as a professional or accredited investor.

 

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Crowdfunding. Investments made through crowdfunding sites that serve to match entrepreneurs with investors, through which investors receive an equity stake in the business, are generally considered to be private placements and would require prior clearance. In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropic ventures are not considered private placements and therefore would not require prior clearance.

If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or their designee.

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm’s clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee.

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm’s investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.

Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

Procedures for Obtaining Prior Transaction Clearance for All Other Securities Transactions:

Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via myTRPcompliance on the firm’s intranet. The myTRPcompliance system automatically sends any request for prior transaction approval that requires manual intervention to the Code Compliance Team. If you cannot access myTRPcompliance, requests may be made by email to the Legal Compliance Employee Trading mailbox. All requests must include the name of the security, a definitive security identifier (e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover, as well as the intended account in which to transact. Responses to all requests will be made by myTRPcompliance or the Code Compliance Team, documenting the request and whether or not prior transaction clearance has been granted. The myTRPcompliance system maintains the record of all approval and denials, whether automatic or manual.

Effectiveness of Prior Transaction Clearance. Prior transaction clearance of a securities transaction is effective for three business days from and including the date the clearance is granted (taking into consideration the time zone), regardless of the time of day when clearance is

 

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granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period (e.g., certain transactions through transfer agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Team after prior clearance has been granted, but before entering the order with the executing agent.

Reminder. If you are an Access Person and become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within ten business days of your knowledge of their existence.

REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION. Prior transaction clearance will usually not be granted if:

Pending Client Orders. Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described (on page 5-24) under “Large Issuer/Volume Transactions” are met.

Purchases and Sales within Seven Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described (on page 5-24) under “Large Issuer/Volume Transactions” are met.

For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to An Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure, as opposed to enhanced, index funds are not considered for this purpose. If all clients have eliminated their holdings in a particular security, the seven-calendar day restriction is not applicable to an Access Person’s transactions in that security.

Company Rating Changes. A change in the rating of a company has occurred within seven calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth calendar day.

Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

STA ETF Trading Restrictions. In general, Access Persons and Independent Directors will be restricted/prohibited from transacting in any STA ETF upon notification that it surpasses one of the Corrective Action Thresholds triggering the requirement for an ad hoc ETF Board meeting to evaluate the possible need for corrective measures. Additional situations or events could trigger ad hoc trading restrictions for Access Persons and/or Independent Directors.

 

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Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or their designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or their designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or their designee may consider in making this determination include:

 

   

The size of the proposed transaction;

 

   

The nature of the proposed transaction (i.e., buy or sell) and of any recent, current or pending client transactions;

 

   

The trading volume of the security that is the subject of the proposed Access Person transaction;

 

   

The existence of any current or pending order in the security for any client of a Price Adviser;

 

   

The reason the Access Person wants to trade (e.g., to provide funds for the purchase of a home); and

 

   

The number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.

TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS. All Access Persons (except the independent directors of the Price Funds and Price ETFs) and Non- Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see discussion of beneficial ownership and control concepts on page 5-4) to the following address:

T. Rowe Price

Legal & Compliance Department

Mailcode: OM-2455

P.O. Box 17218

Baltimore, Maryland 21297-1218

T. Rowe Price has established relationships and electronic data feeds with many broker-dealers for purposes of obtaining duplicate confirmations and contract notes as well as periodic statements. Certain broker-dealers require employee consent before sending such confirmations, contract notes, and statements to T. Rowe Price. In those cases, Code Compliance will contact the employee and obtain the required authorization.

The independent directors of Price Group, the Price Funds, and Price ETFs are subject to modified reporting requirements described at pages 5-20 to 5-22.

If transaction or statement information is provided in a language other than English, the employee should provide an English translation.

 

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NOTIFICATION OF SECURITIES ACCOUNTS. All persons and all entities subject to this Statement must report their securities accounts upon joining the firm as well as obtain prior approval for all new accounts opened while employed by T. Rowe Price. New T. Rowe Price brokerage accounts do not require prior approval but must be reported. Prior approval is obtained through myTRPcompliance and an instruction for obtaining such approval is located on the Compliance & Ethics page on the Exchange

The independent directors of Price Group, Price Funds, and the Price ETFs are not subject to this requirement.

New Personnel Subject to the Code. A person subject to the Code must report in myTRPcompliance, all existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within ten business days of association with the firm.

Associates do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund; that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

Officers, Directors and Registered Representatives of TRP Investment Services. FINRA requires each associated person of T. Rowe Price Investment Services to:

 

   

Obtain prior approval for a new securities account; and

 

   

If the securities account is with a broker-dealer, provide the broker-dealer with written notice of his or her association with TRP Investment Services.

Annual Statement by Access Persons. Every January each Access Person, except an Access Person who is an independent director of the Price Funds or Price ETFs, must file with the firm a list of their accounts as of year-end.

PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group and the Price Funds or Price ETFs, who are subject to modified reporting requirements:

Report Form. If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Team will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Team must receive the confirmation or similar document no later than 30 days after the end of the calendar quarter in which the transaction occurred.

What Information Is Required. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

 

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The date of the transaction

 

   

The title of the security

 

   

The ticker symbol or CUSIP number, as applicable

 

   

The interest rate and maturity date, as applicable

 

   

The number of shares, as applicable

 

   

The principal amount of each reportable security involved, as applicable

 

   

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

 

   

The price of the security at which the transaction was affected

 

   

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

When Reports are Due. You must report a securities transaction within ten business days after the trade date or within ten business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

Access Person Reporting of Reportable Funds and T. Rowe Price-Advised Section 529 College Savings Plan Interests HELD on the T. Rowe Price Platform or HELD by the TRP UK Retirement Schema. You are required to inform Code Compliance about Reportable Funds and/or T. Rowe Price-advised Section 529 College Savings Plan interests (i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) held on the T. Rowe Price Platform or held by the TRP UK Retirement Schema. Once you have done this, you do not have to report any transactions in those securities. Your transactions and holdings will be updated and reported automatically to Code Compliance on a periodic basis. You should report your new account via myTRPcompliance (located on the Exchange) when you first establish an account in a Reportable Fund or invest in a T. Rowe Price-advised Section 529 College Savings Plan held on a T. Rowe Price Platform or held by the TRP UK Retirement Plan.

Access Person Reporting of Reportable Funds and T. Rowe Price-Advised Section 529 College Savings Plan Interests NOT HELD on the T. Rowe Price Platform. You must notify Code Compliance of any Reportable Fund or T. Rowe Price-advised Section 529 College Savings Plan interests that you beneficially own or control that are held at any intermediary. This would include, for example, a Price Fund held in your spouse’s retirement plan, even if T. Rowe Price Retirement Plan Services acts as the administrator or record-keeper of that plan. Any transaction in a Reportable Fund or in interests in a T. Rowe Price-advised Section 529 College Savings Plan must be reported by duplicate transaction confirmations and statements sent directly by the intermediary to the Code Compliance Team or by the Access Person directly using the “Securities Transactions” form (located in myTRPcompliance) within 30 days of the end of the quarter in which the transaction occurred.

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls (e.g., in a limited partnership) you must report each capital call. This is required even if you are an Access Person and you received prior transaction clearance for a total cumulative investment. In addition, you must report any distributions you receive in the form of securities.

 

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Reminder. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, the transactions in these securities become subject to the transaction reporting requirements.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS AND PRICE ETFs.

Transactions in Publicly Traded Securities. An independent director of the Price Funds and Price ETFs must report transactions in publicly traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence such as an account over which the independent director has granted full investment discretion to a financial adviser. The independent director should contact the Legal & Compliance Department to request approval to exempt any such accounts from this reporting requirement.

Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange (i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as an independent director of the Price Funds or Price ETFs, should have known that during the 15-day period immediately before or after the independent director’s transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund, Price ETF, or Price advisory client.

Methods of Reporting. An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Team.

Quarterly Reports. If a Price Fund or Price ETF independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Team no later than thirty days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions.

Duplicate Confirmation Reporting. An independent director of the Price Funds or Price ETFs may also instruct his or her broker to send duplicate transaction confirmations directly to the Code Compliance Team.

Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are:

 

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Exercise of Stock Options of a Corporate Employer;

 

   

Inheritance of a Security;

 

   

Gift of a Security; and

 

   

Transactions in Certain Commodity Futures Contracts (e.g., financial indices).

An independent director of the Price Funds or Price ETFs must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation.

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds or Price ETFs. An independent director of the Price Funds or Price ETFs shall report to the Code Compliance Team any officership, directorship, general partnership, or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds or Price ETFs.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment partnerships, Pools or Funds). If an independent director of the Price Funds or Price ETFs owns more than 12 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director of the Price Funds or Price ETFs owns more than 12 of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Price Group. An independent director of the Price Funds or Price ETFs is prohibited from owning the common stock or other securities of Price Group.

Investments in Non-Listed Securities Firms. An independent director of the Price Funds or Price ETFs may not purchase or sell the shares of a broker-dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or the purchase or sale has otherwise been approved by the Price Fund or Price ETF Boards.

Dealing with Clients. Aside from market transactions effected through securities exchanges, an independent director of the Price Funds or Price ETFs may not knowingly transact with a Price Fund or Price ETF. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund or purchase or sale of any shares of a Price ETF that is a client of any Price Advisers.

 

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Prior Transaction Clearance Requirements. The independent directors of the Price Funds and Price ETFs are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds or Price ETFs.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP OR ITS SUBSIDIARIES.

Reporting of Personal Securities Transactions. An independent director is not required to report his or her personal securities transactions, including Price ETFs, (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers’ investment research, recommendations, or transactions. However, each independent director is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records (e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director shall report to the Code Compliance Team any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group or any of its subsidiaries.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director owns more than 12 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director owns more than 12 of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Team unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Non-Listed Securities Firms. An independent director should be mindful of potential conflicts of interest associated with transactions and/or ownership of a broker-dealer, underwriter or federally registered investment adviser that is not publicly traded. Directors should consult with the T. Rowe Price Chief Legal Counsel regarding such matters.

 

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MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS. These rules vary in their applicability depending upon whether you are an Access Person.

The following rules apply to all Access Persons, except the independent directors of the Price Funds or Price ETFs, and to all Non-Access Persons:

Dealing with Clients. Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

Investment Clubs. These restrictions vary depending upon the person’s status, as follows:

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non- Access Person’s individual trades are reported.

Access Persons. An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person’s trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions, the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

Limit Orders. While limit orders are permitted, Access Persons must be careful using “good until cancelled” orders keeping in mind that prior clearance is valid for three business days. Use of “day” limit orders are encouraged.

Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:

 

   

Is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or

 

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Involves securities positions that are disproportionate to your net assets.

At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account or accounts in a month.

The following rules apply only to Access Persons other than the independent directors of the Price Funds or Price ETFs:

Large Issuer/Volume Transactions. Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the “Large Issuer/Volume List”), will be permitted under normal circumstances, as follows:

Transactions involving no more than U.S $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $50,000) per security per seven (7) calendar-day period in securities of:

 

   

Issuers with market capitalizations of $7.5 billion or more, or

 

   

U.S. issuers with an average daily trading volume in excess of 750,000 shares over the preceding 90 trading days in the U.S.

are usually permitted, unless the rating on the security has been changed within the seven calendar days immediately prior to the date of the proposed transaction. These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of shares lower than the number requested, the individual may not be able to receive permission to buy or sell additional shares of the issuer for the next seven calendar days.

Small Cap Issuer Transactions. Although subject to prior transaction clearance, transactions involving securities of certain small cap issuers may not be approved if there was a ratings change or ratings initiation in the previous 14 calendar days. Small cap issuers are defined as issuers with a market capitalization of $2.0 billion or less.

Transactions Involving Options on Large Issuer/Volume List Securities. Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the “Options and Futures” discussion that follows. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contracts to control $50,000 in the underlying security; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying security. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying security.

Client Limit Orders. Although subject to prior transaction clearance, an Access Person’s proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

 

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The Access Person’s trade will be entered as a market order; and

 

   

The client’s limit order is 10% or more away from the market price at the time the Access Person requests prior transaction clearance.

General Information on Options and Futures. If a transaction in the underlying instrument does not require prior transaction clearance (e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior transaction clearance. However, all options and futures transactions, including options on future contracts, must be reported even if a transaction in the underlying instrument would not have to be reported (e.g., U.S. Government Obligations). Similarly, all “over the counter” derivatives transactions (i.e., swaps traded pursuant to an ISDA agreement) must be reported even if the transaction in the underlying instrument would not have to be reported. Transactions in publicly traded options on Price Group stock are not permitted. Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.

 

Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see “Closing or Exercising Options Positions”).

Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers’ clients.

Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers’ clients, it is the firm’s policy that an Access Person should not profit from a price decline of a security owned by a client (other than a “pure” Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers’ clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers’ clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the U. S. Commodity Futures Trading Commission.

 

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Closing or Exercising Option Positions. If you are the holder of an option and you intend to close (sell) the option or exercise the option, prior transaction clearance is required. However, if you have written (sold) an option and the option is exercised against you, without any action on your part, no prior transaction clearance is required. A client transaction in the underlying security or any restriction associated with the underlying security may prevent any option transaction from being closed or exercised, therefore Access Persons should be cautious when transacting in options.

Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. Short sale transactions in long and narrow ETFs, as well as the Price ETFs are prohibited. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction in that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule.

The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase (e.g., short sales, sell to open, and other similar transactions) of the same (or equivalent) securities within 60 calendar days. An “equivalent” security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee. This prohibition is not intended to include legitimate hedging transactions. If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from Code Compliance prior to initiating the transaction. Violations of the 60-Day Rule will be subject to a disgorgement of profit and any other applicable sanctions. The disgorgement of profit does not take into consideration any tax lot accounting associated with the security. It is simply the calculated gain as a result of the buy and sale (or sale and purchase) within the 60-day period.

In addition, the rule applies regardless of the Access Person’s other holdings of the same security or whether the Access person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27. Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.

The 60-Day Rule “clock” restarts each time the Access person trades in that security.

The closing of a position in an option or Contract for Difference on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60- day window and the closing transaction results in a gain. Multiple positions will not be

 

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netted to determine an overall gain or loss in options on the same underlying security expiring on the same day unless the offsetting option positions were clearly part of an options strategy. Contact the Legal Compliance Employee Trading mailbox regarding the applicability of the contemplated strategy with the 60-Day Rule.

The 60-Day Rule does not apply to:

 

   

Any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

 

   

Any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance (e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the exercise of a corporate stock option by an Access Person’s spouse, or pro-rata distributions;

 

   

Any transaction in Price Group stock effected through the ESPP (note that the 60-Day rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);

 

   

The exercise of “company-granted” Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and

 

   

Any purchase of Price Group stock through an established dividend reinvestment plan.

Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about whether this rule will be triggered by a proposed transaction, you should contact Code Compliance or International Compliance before requesting prior transaction clearance for the proposed trade. Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.

Expanded Holding Period Requirement for Employees in Japan. Securities owned by staff employed by TRPJ may be subject to a longer holding period than 60 days. If you have any questions about this restriction, you should contact International Compliance.

Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker-dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures.

REPORTING OF ONE – HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than 12 of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to Code Compliance (via the Code of Ethics mailbox), providing the name of the company and the total number of such company’s shares beneficially owned.

GAMBLING RELATED TO THE SECURITIES MARKETS. All associates subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities

 

5-27


indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated (e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reported to Code Compliance even if these transactions are effected with a speculative investment objective.

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion (no later than 10 calendar days after the starting date), each Access Person, except an independent director of the Price Funds or Price ETFs, is required by U.S. securities laws to disclose all current securities holdings in which he or she is considered to have beneficial ownership or control (“Initial Holdings Report”) (see page 5-4 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts. Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their Initial Holdings Report. SEC Rules require that each Initial Holding Report contain, at a minimum, the following information:

 

   

Securities title;

 

   

Securities type;

 

   

Exchange ticker number or CUSIP number, as applicable;

 

   

Number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership;

 

   

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

 

   

The date the Access Person submits the Initial Holding Report.

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Each Access Person, except an independent director of the Price Funds or Price ETFs, is also required to file an Annual Compliance Certification as of December 31 of each year. This report can be completed by using myTRPcompliance located on the Exchange. This report is due by no later than January 31. The Chief Compliance Officer or their designee reviews all Annual Compliance Certifications.

SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group, Price Funds, and the Price ETFs. The Ethics Committee, the Code Compliance Team, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person’s and entity’s compliance with this Statement and to otherwise prevent and detect violations.

 

5-28


Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to forfeit any profit realized from any transaction that is in violation of this Statement to the T. Rowe Price Foundation or an approved international non-profit organization. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund or Price ETF with respect to whose securities such violations may have been involved.

Following are sanctions guidelines associated with violations of this Statement. These guidelines are supplemental to the forfeiture of profit associated with certain violations where an associate economically benefited. Code Compliance will utilize a rolling two- year, look-back period in the administration of the sanctions guidelines.

First Violation

 

   

Associate and manager notification, and

 

   

Associate required to complete online remedial training course.

Second Violation

 

   

Associate and escalated manager notifications up to, and including, applicable Management Committee (“MC”) member,

 

   

Associate required to complete online remedial training course,

 

   

Associate required to meet with applicable Chief Compliance Officer and Senior Compliance Manager, and

 

   

Associate fined according to officer or role guidelines.

 

Associate

  VP TRP Group   Investment Personnel   Portfolio Manager,
Business Unit Leader,
MC Member
$250   $750   $750   $1,500

Third Violation

 

   

Associate and escalated manager notifications up to, and including, applicable Management Committee (“MC”) member,

 

   

Chief Executive Officer notified,

 

   

Associate required to complete online remedial training course,

 

   

Associate subject to three-month trading prohibition, and

 

   

Associate fined according to officer or role guidelines.

 

Associate

  VP TRP Group   Investment Personnel   Portfolio Manager,
Business Unit Leader,
MC Member
$500   $2,000   $2,000   $5,000

 

5-29


Fourth Violation

 

   

Sanctions to be determined by Ethics Committee.

Violations by Independent Directors of Price Funds or Price ETFs. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund or Price ETF Board will impose such sanctions as it deems appropriate.

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

SYSTEMS SECURITY AND RELATED ISSUES

Purpose of Statement of Policy (“Statement”). The central and critical role of computer systems in our firm’s operations underscores the importance of ensuring their confidentiality, availability, and integrity. Our data is an extremely valuable asset and should be protected by all system users. Data within the T. Rowe Price Group network should be considered proprietary and confidential and should be protected as such. This Statement should be read in conjunction with the Statement of Policy on Privacy (page 8-1).

Systems activities and information will be referred to collectively in this Statement as the “Systems”. The Systems include all hardware, software, operating systems, and wired and wireless network resources involved in the business of T. Rowe Price; all information transmitted, received, logged or stored through the Systems including email, voice mail, messaging, printers, and online facsimiles; and all back-ups and records retained for regulatory or other purposes including all portable and fixed storage media and locations for storage. Information also includes any work products that are created while working at or on behalf of T. Rowe Price and are the exclusive property of T. Rowe Price unless otherwise stipulated.

The Systems also include the use of computer access, data, services and equipment provided by T. Rowe Price including any access to the Internet or via Internet; access to and use of commercial and specialized software programs and systems licensed or developed for the firm’s use; access to and use of customer and T. Rowe Price business data; use of and data on T. Rowe Price desktop and portable computers, and other mobile devices such as smart phones and tablets. The use, access, or storage of data on non-T. Rowe Price equipment (including but not limited to personally owned or “home” equipment, hotel or business center-supplied devices, web and/or cloud services, and conference supplied or internet café terminals) used for T. Rowe Price business purposes is included in the definition of systems, as appropriate.

Any new device, application or methodology offered by T. Rowe Price subsequent to the date of this version of this Statement, or that comes into common use for business purposes, is also covered under this definition of T. Rowe Price Systems and information.

This Statement establishes an acceptable use policy for all Price Group Associates and all other individuals, including vendors, cloud services, service providers and contractors, with Price Group systems access.

The Statement has been designed to give associates guidelines to:

 

 

Maintain and protect the integrity of customer, corporate, and employee confidential information;

 

 

Prevent the unauthorized use of or access to our firm’s computer Systems;

 

 

Prevent breaches and the introduction of malicious software; and

 

 

Respond to incidents and alert management in accordance with defined practices.

 

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Any material violation of this Statement may lead to disciplinary sanctions, up to and including dismissal of individuals involved. Additionally, actions in violation of this Statement may constitute a crime under applicable laws.

By using the firm’s Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information by the firm and do not have any expectation of privacy in connection with the use of the Systems.

SECURITY PRINCIPLES. T. Rowe Price maintains a security organization, with supporting policies, to provide guidance and direction on appropriate security controls to all associates and users. Key principles for end users or associate behavior include:

 

   

Security Responsibility. Security is everyone’s responsibility at T. Rowe Price.

 

   

Suspicious Activity. Report all suspicious activity to the Help Desk immediately.

 

   

Authorized System Users. Access to systems is restricted to authorized users who need access in order to support their business activities. This includes systems that are External to the T. Rowe Price environment.

 

   

User-IDs and Passwords. Every user is assigned a unique User-ID. Each User-ID has a password that must be kept confidential by the users. Employee IDs and easily deducible information should not be used for passwords. Users will be held accountable for work performed with their User-IDs.

 

   

Secure Desk / Asset. Sensitive information must be secured and/or locked appropriately when unattended. This includes electronic and physical information.

 

   

Mobile Assets. All portable computer equipment (e.g., laptops, smart phones, flash drives) containing information that is sensitive must be encrypted and password protected where possible. In the event of loss or theft, contact the Help Desk immediately.

 

   

Incident Response. T. Rowe Price has the authority, at its own discretion, to disable any ID or activity as needed to respond to a security issue. Efforts will be made to contact presumed owners of these IDs as appropriate; however, IDs may be disabled as part of system or vulnerability management processes.

INTERNET ACCESS AND OTHER ONLINE SERVICES. Accessing the Internet and accessing T. Rowe Price systems from the Internet presents special security considerations due to the nature of the connection and the security concerns present in Internet services. When using Internet access or other online services, the following policies apply:

 

   

The use of firm Systems is intended for legitimate business purposes and individuals should limit personal use. You may not use the firm’s Systems in any way that might pose a business risk or data privacy risk or in a manner that violates laws.

 

   

Do not use firm’s Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or to create or forward communications that could be offensive to others or embarrassing to you or T. Rowe Price.

 

   

T. Rowe Price may block access to internet sites or emails without prior notice based on potential risk to the firm or for other business reasons.

 

   

You may not access or download anything for installation or storage onto the firm’s computers for personal use including, but not limited to, streaming media, videos, music, games, or messaging and mail applications.

 

6-2


   

T. Rowe Price Systems may not be used to remotely control, maintain, or service unauthorized computers or systems. T. Rowe Price systems may not be connected to non-T. Rowe Price networks, as this could lead to system attack/compromise and data loss. Wireless routers and/or hotspots may not be connected to the T. Rowe Price network.

 

   

No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from the Legal & Compliance Department. Internet domain names are assets of the firm and are purchased and maintained centrally. This also includes free account registrations such as those on social networking sites and web email.

 

   

Only approved Systems and solutions may be used to conduct T. Rowe Price business. The independent use of other technologies, including peer-to-peer file sharing networks or software, web file storage, removeable storage devices (e.g. USB and hard drives), and Instant Messaging, are prohibited as they may not meet regulatory requirements to transfer, monitor and archive electronic communications. No personal email accounts may ever be used to send or receive business or client related communications.

 

   

Associates are prohibited from using personal mobile devices to conduct Price Group business activities except as defined in the Mobile Device Policy or as authorized by management. Non-public customer information may not be stored on personal mobile devices. If personal devices are used to conduct business activities, personal devices and/or content could be requested as part of an investigation or subpoena.

 

   

The Technology and Recovery Centers are considered sensitive locations and their location should not be publicly disclosed. If asked for their location by clients or others, please direct the inquiry to your manager or the Help Desk for evaluation.

Guidelines for Installing Software. Only approved software is authorized to be installed on Price Group systems. Any software program that is used by Price Group personnel in connection with the business of the firm must be ordered through the Help Desk. T. Rowe Price has the authority, at its own discretion; to remove any installed software, downloaded software, or any other application or executable that is not authorized for use by Price Group or may pose a security risk.

Downloading or Copying and Remote Printing. Downloading or copying software using T. Rowe Price Systems, including documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is authorized. Downloads and copies may introduce viruses and malicious code into Systems. Downloading or uploading copyrighted materials may violate the rights of the authors of the materials, may create a liability, privacy or security breach, or cause embarrassment to the firm. Downloading or copying T. Rowe Price data or source code to an unapproved removable storage device is prohibited. Remotely printing T. Rowe Price data from any outside printer (e.g. hotel, home, etc.) is not permitted unless authorized.

PROTECTION FROM MALICOUS CODE. “Malicious code” is computer code that is designed to damage or access software or data on a computer system. T. Rowe Price manages a comprehensive malicious code prevention and control program to protect Systems and data. Introducing a virus or similar malicious code into the Price Group Systems by engaging in prohibited actions or by failing to implement recommended precautions may lead to disciplinary actions. Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited. Users must comply with the following security practices:

 

6-3


   

Contact the Help Desk. Immediately contact the Help Desk for anything that appears suspicious or is identified as malicious. The Help Desk will determine whether the device is infected, the severity of the infection, and the appropriate remedial actions.

 

   

Be Careful when Opening Emails. Carefully review emails, attachments, or links prior to opening or accessing them, as they may contain malicious code or viruses. Report suspicious emails as soon as feasible.

 

   

Approved Devices. Only connect devices issued or approved by T. Rowe Price into Systems to reduce the risk of malware infections. This includes, but is not limited to, thumb drives, mobile devices such as smart phones or tablets, and gadgets/novelties powered by USB ports.

 

   

Maintain Security Settings. Users should not disable virus scanning features, password settings, or other security features for any reason. Failure to maintain updated scanning files is also prohibited.

 

   

Keep T. Rowe Price Mobile Assets Updated. Users who receive a Price Group technology asset must install updates as instructed by the Help Desk and/or connect the asset to the Price Group network on a regular basis to receive software, application, and operating system security updates.

 

   

Keep Personal Computer Assets Updated. Users must maintain anti-virus software, application, and operating system security updates on all non-T. Rowe Price or personally owned assets that are used to access the T. Rowe Price network. Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.

 

   

Report Unauthorized Network Connections. Report any attempts to create an unauthorized or foreign connection to the network to the Help Desk.

CONFIDENTIALITY OF SYSTEM ACTIVITIES AND INFORMATION. System activities and access on Price Group computers is subject to monitoring by firm personnel or others. All such information are records of the firm and the sole property of the firm. The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, transmitted, or stored through the Systems.

Certain departments at T. Rowe Price record telephone conversations placed to and from the department (this includes but is not limited to the Call Centers and Corporate Actions Department). These recordings are made for various purposes, such as for quality review, when required by law, recording of instructions, as well as for other business reasons. Any telephone conversations placed to and from these departments (including internal calls) will be recorded and subject to monitoring.

Information, including electronic communications, entered into our firm’s computers but later deleted from the Systems may continue to be maintained for applicable periods on our firm’s back- up repositories or in records retained for regulatory or other purposes.

PARTICIPATION ON SOCIAL MEDIA SITES. Associates are directed to the Social Media Policy located on the Exchange to understand their responsibilities with respect to social media.

QUESTIONS REGARDING THIS STATEMENT. Please contact the Legal & Compliance Department if you have any questions regarding this Statement.

 

6-4


T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

COMPLIANCE WITH ANTITRUST LAWS

Purpose of Statement of Policy. To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws (“Statement”) to:

 

   

Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group’s business; and

 

   

Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.

The Basic U.S. Anticompetitive Activity Prohibition. Section 1 of the U.S. Sherman Antitrust Act (the “Act”) prohibits agreements, understandings, or joint actions between companies that constitute a “restraint of trade”, i.e., that reduce or eliminate competition.

This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act. To constitute an illegal agreement, however, an understanding does not need to be formal or written. Comments made in conversations, casual comments at meetings, or even as little as “a knowing wink,” as one case says, may be sufficient to establish an illegal agreement under the Act.

The agreed-upon action must be anticompetitive. Some actions are “per se” anticompetitive, while others are judged according to a “rule of reason.”

 

   

Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive component. Examples of such per se illegal activities are bid-rigging; agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.

 

   

Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive results of the arrangement outweigh the anticompetitive effects. Under certain circumstances, permissible agreements among competitors may include a buyers’ cooperative, or a syndicate of buyers for an initial public offering of securities. The rule of reason analysis requires a detailed inquiry into market power and market conditions.

There is also an exception for joint activity designed to influence government action. Such activity is protected by the First Amendment to the U.S. Constitution. For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.

Penalties for Violating the Sherman Act. A charge that the Act has been violated can be brought as a civil or a criminal action. Civil damages can include treble damages, plus attorney’s fees. Criminal penalties for individuals can include fines of up to $1,000,000 and ten years in jail, and $100 million or more for corporations. The maximum fine may be increased to twice the amount conspirators gained from the illegal acts or twice the money lost by the victims of the crime, if either of those amounts is over $100 million.

 

7-1


Situations in Which Antitrust Issues May Arise. To avoid violating the Act, any discussion with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds, other commingled vehicles, and investment and retirement services, must be made with the prohibitions of the Act in mind. In addition, any discussion with our competitors about the use of particular vendors or service providers may implicate the Sherman Act.

Trade Association Meetings and Activities. A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems. Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators. Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.

Permissible Activities:

 

   

Discussion of how to make the industry more competitive.

 

   

An exchange of information or ideas that have pro-competitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.

 

   

Collective action to petition government entities.

Activities to Avoid:

 

   

Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.

 

   

Discussion of specific customers, markets, or territories.

 

   

Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a “boycott”).

Investment-Related Discussions

Permissible Activities:

 

   

Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuer’s stock, or negotiations among creditors of an insolvent or bankrupt company.

 

   

Competing investment managers are permitted to serve on creditors’ committees together and engage in other similar activities in connection with bankruptcies and other judicial proceedings.

 

7-2


Activities to Avoid:

 

   

It is important to avoid anything that suggests involvement with any other firm in any threats to “boycott” or “blackball” new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action. Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.

Example: After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders’ rights, several investment management complexes organized to protest the state’s action. In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings. Such a boycott would be a violation of the Act. The investment management firms’ action led to an 18-month U.S. Department of Justice investigation. Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.

 

   

If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion. As soon as possible thereafter, notify the Legal Department, which will take whatever further steps are necessary.

Benchmarking. Benchmarking is the process of measuring and comparing an organization’s processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.

 

   

Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.

 

   

The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.

 

   

All proposed benchmarking agreements must be reviewed by the Legal & Compliance Department before the firm agrees to participate in such a survey.

Discussions with Companies

It is acceptable for Price Group personnel to have individual discussions with executives of companies whether or not Price Group advisers have invested in those companies on behalf of investment advisory clients. However, caution should be exercised when having discussions with multiple companies that are in the same industry; particularly companies in concentrated industries. It could create legal issues if an individual or entity that speaks with competing companies passes confidential or sensitive business information between or among those companies. Such indirect exchanges of information could be evidence of collusion among the competing firms and the individual or entity passing the information could be the subject of litigation alleging industry collusion. For the same reason, you should avoid discussions with executives of companies that suggest a common industry

 

7-3


position on a competitive issue such as prices, supply, capacity, market entry, or product development, especially that you or Price Group is suggesting or endorsing such a common position. If you have questions about the acceptable scope of discussions with companies, contact the Legal & Compliance Department.

Antitrust Restrictions Related to Acquisitions, Mergers and Other Transactions

Basic Restrictions. The U.S. Clayton Act bars any corporate transaction that is likely to substantially lessen competition in a particular market. This law applies not just to mergers, but to any acquisition of stock or assets, regardless of whether it transfers ownership or control. Generally, acquisitions by Price Group and similar entities do not raise issues under the Clayton Act. However, acquisitions of shares in competing companies by active investors who may seek to alter the competitive behavior of the companies they hold can be subject to challenge under the Clayton Act.

Reporting Requirements. Acquisitions of any significant size may be reportable to government antitrust authorities. In general, acquisitions by Price Group advisers on behalf of investment advisory clients are exempt from such requirements so long as the acquisitions are made solely for investment purposes. However, if any Price Group entity or employee seeks to influence the regular business decisions of a company in which Price Group advisers have holdings, the exemption from reporting may not apply. Contact the Legal & Compliance Department if you have any questions.

International Requirements. The UK, European Union (“E.U.”), and several countries in the Asia-Pacific (“APAC”) region have requirements based on principles similar to those of U.S. law. In many cases, the laws of the E.U. are stricter than the laws of the U.S. If you have specific questions about UK, E.U., or APAC requirements, contact the Legal & Compliance Department.

Antitrust Laws Relating to Employment

The U.S. antitrust laws apply to competition among firms to hire employees. An agreement among competing employers to fix the terms of employment for potential hires or to limit employment of another’s employees can subject the firm or individual to civil or criminal enforcement action.

 

7-4


T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

PRIVACY

Scope and Enforcement

This Policy applies to all T. Rowe Price associates, contractors and directors with respect to all operations carried out globally by T. Rowe Price which involve the processing of personal data.

It is the responsibility of every associate, contractor and director throughout T. Rowe Price to comply with this Policy. Understanding of this Policy is supported through mandatory training for associates and contractors. The principles behind the Policy also are reflected in T. Rowe Price’s Code of Ethics and Conduct, acknowledgement of which is required on an annual basis. Violations of this Policy may constitute grounds for disciplinary actions, up to and including, termination of employment or removal from your position.

T. Rowe Price senior management ultimately is responsible for promoting compliance to this Policy.

Definitions

Data Security Incident means an event that impacts the security (confidentiality, integrity, or availability) of personal data, institutional client data, and/or T. Rowe Price confidential data by:

 

  a.

Ending up in an unexpected place, either internal or external to T. Rowe Price,

 

  b.

Being accessible in a way that is broader than intended,

 

  c.

Being lost or stolen,

 

  d.

Being altered in an unexpected or unauthorized way, or

 

  e.

Being unavailable in an unexpected or unauthorized way.

Personal Data means any information relating to an individual that identifies the individual or could reasonably be used to identify the individual regardless of the medium involved (e.g., paper, electronic, video or audio) or how it was obtained (e.g., from an application form or through a cookie on a website that can identify an individual). Examples of personal data include contact details, identification numbers, financial data, passwords, IP addresses, pictures, online search history, and geolocation information. As required by applicable law, it also includes sensitive personal data, such as health or medical information, government-issued identification numbers, racial or ethnic origin, political opinions, religious or similar beliefs, trade union memberships, criminal offenses, sexual life information and genetic or biometric data.

The most common sources of personal data relates to clients and associates. While the privacy/data protection laws of countries typically do not extend to entities or non-personal data, we apply appropriate security safeguards to protect information related to clients and other confidential data as defined in this Code.

Processing means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

 

8-1


Privacy Principles

T. Rowe Price’s business operations shall be consistent with the following Privacy Principles. These principles are binding across our business.

 

  1.

Lawful Processing. T. Rowe Price collects, uses, and shares personal data where we have lawful grounds and legitimate business reasons for doing so. We are subject to data protection and privacy laws within each of the jurisdictions in which we operate and we undertake to conduct our business in compliance with these laws. We also are committed to helping individuals understand what information we collect, how we use it, the circumstances under which we share it with third parties, and, as applicable, what choices they have. We explain this to clients, associates and business contacts in our privacy notices as required by applicable law. We review our privacy notices regularly to keep them up to date and to ensure they match our internal practices.

 

  2.

Purposes. We collect personal data for legitimate purposes, and we strive to collect only as much personal data as we need to achieve those purposes. Though personal data can help us improve the services we provide, we should leverage it in a manner that is compliant with applicable regulation and consistent with and proportionate to our corporate policies and goals.

 

  3.

Data Accuracy. The firm take steps to ensure that the personal data we hold is accurate, relevant, and, where necessary, kept up to date.

 

  4.

Data Retention and Disposal. We keep personal data to comply with applicable laws and obligations and take steps to ensure the safe destruction or de-identification of personal data when it is no longer required by law to be retained or it is no longer necessary for a legitimate business purpose.

 

  5.

Rights of Individuals. T. Rowe Price is committed to addressing the privacy rights of individuals, as set forth in applicable laws, with respect to our processing of their personal data.

 

  6.

Information Security. We use appropriate technical and organizational measures to keep personal data secure and ensure its integrity, confidentiality and availability across our systems. We regularly evaluate changes in technology and changes in risk and respond as appropriate.

 

  7.

International Transfers of Personal Data. T. Rowe Price is a global business and as such we transfer personal data internationally in the normal course of business. We are committed to maintaining adequate safeguards, as required by applicable laws, to protect the personal data we transfer to a country that is not regarded as having fully equivalent data protection laws.

 

  8.

Accountability. We are all responsible for upholding the Privacy Principles and respecting individuals’ privacy rights. We have a collective and individual duty to protect our clients’, associates’ and business partners’ personal data. In order to create an environment of trust and to comply with applicable laws, all individuals operating within or on behalf of T. Rowe Price are required to comply with our Privacy Principles, including proactively applying Privacy by Design to help us uphold our commitments to the protection of personal data.

 

8-2


Roles and Responsibilities

While the Privacy Principles apply to all of us at T. Rowe Price, stakeholders at different corporate levels within T. Rowe Price play a role in ensuring overall privacy risk management and data protection compliance.

Every business unit is responsible for:

 

   

Understanding and implementing this Policy and other applicable internal policies and procedures.

 

   

Ensuring compliance with the applicable public facing privacy notices, and other privacy commitments.

 

   

Ensuring the security of the personal data it maintains, including

 

   

Allowing access to personal data only to those who require access for their job functions.

 

   

Reporting any known or suspected data security incidents promptly to the Help Desk, option 2 (see Legal & Compliance widget on the TRP Exchange for current international toll-free numbers).

Every associate and contingent worker is responsible for:

 

   

Applying the Privacy Principles to the collection, use, and sharing of personal data and following our policies, procedures and standards regarding privacy.

 

   

Learn how to identify personal data and report any questions to the Global Privacy Office.

 

   

Use and share personal data consistent with the purpose(s) for which it was collected.

 

   

Ensure that personal data is accurate, relevant, and, where necessary, kept up to date.

 

   

Secure personal data (paper and electronic) through appropriate security safeguards against risks such as loss, unauthorized access or use, destruction, modification, or unintended or inappropriate disclosure.

 

   

Avoid accessing, collecting or storing personal data that is not necessary for your current job responsibilities.

 

   

Dispose of personal data securely. For example; by using shredders or secured shred/recycle bins provided in offices or appropriate electronic erasure.

 

   

Remember that personal data belongs to T. Rowe Price and may not be copied, transferred or otherwise removed without permission.

 

   

Using T. Rowe Price data and equipment appropriately and securely.

 

   

Use T. Rowe Price data, systems and equipment for legitimate business purposes only and in accordance with applicable policies, guidelines and instructions.

 

   

Use secure transmission protocols when sending personal data outside of T. Rowe Price (e.g., encrypted file transfers and not unencrypted emails or attachments).

 

   

Limit internal access to personal data to those with a genuine “need to know,” and limit the amount of personal data to that which is necessary to accomplish the business purpose.

 

8-3


   

Do not install or use any unapproved software.

 

   

Manage business applications on TRP computers and telecommunications devices in accordance with this Global Privacy Policy and any separate policies of Global Technology for a particular type of device or system.

 

   

Reporting known or suspected data security incidents.

 

   

Report known or suspected data security incidents without delay to the Help Desk (Select option 2 on Help Desk menu) and also follow any internal reporting required within your business unit. Be alert for:

 

   

Suspicious activity related to a computer, network, or software application.

 

   

Potential or actual loss, misuse, improper access or modification of personal data.

 

   

The security of any system or device containing personal data has been compromised.

 

   

An incident in which personal data has been accessed, used or disclosed in violation of any applicable policy.

 

   

Once submitted, the incident will be investigated, and corrective actions implemented, as necessary or as appropriate.

 

   

Completing required training.

 

   

Complete all required privacy and information security training.

 

8-4


Code of Ethics of PIMCO, revised 3/2021

LOGO

Exhibit (p)(8)
Code of Ethics
Policy
PIMCO’s Code of Ethics sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your personal securities transactions and outside business activities.
All employees must read and understand the Code.
Effective Date: May 2009 Last Revision: March 2021


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

YOU HAVE THE FOLLOWING FUNDAMENTAL RESPONSIBILITIES:

 

 

You have a duty to place the interests of Clients first

 

 

You must avoid any actual or potential conflict of interest

 

 

You must not take inappropriate advantage of your position at PIMCO

 

 

You must comply with all applicable Securities and Commodities Laws

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

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

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

 

Step 1: To pre-clear a transaction, you must input the details of the proposed transaction into the Compliance Portal system (accessible through the PIMCO Intranet) and follow the instructions.

Step 2: You will receive notification as to whether your proposed transaction is approved or denied. If your proposed transaction is approved, the approval is valid only for the day on which the approval was granted and the following business day, unless otherwise indicated in the approval confirmation or unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your request changes, you must repeat the pre-clearance process prior to undertaking the transaction.

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

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

 

CODE OF ETHICS | March 2021        2


BLACK-OUT PERIODS FOR PORTFOLIO PERSONS

Employees classified as Portfolio Persons are prohibited from executing certain transactions during black-out periods, as defined below:

 

 

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

 

 

Purchases or sales within three calendar days following a Client transaction in the same Financial Instrument or any Related Financial Instrument

CIRCUMSTANCES THAT MAY RESTRICT YOUR PERSONAL SECURITIES TRANSACTIONS:

 

 

When there are pending Client orders in the same Financial Instrument or a Related Financial Instrument

 

 

Black-out periods in closed-end funds advised or sub-advised by PIMCO

 

 

Section 16 holding periods

 

 

Investments in:

 

   

Initial Public Offerings (with certain exemptions for fixed income and other securities)

 

   

Special Purpose Acquisition Companies (SPACs)

 

   

Private Placements and hedge funds

 

   

Securities issued by Allianz SE

 

   

Securities on PIMCO’s Restricted Securities List

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

PIMCO CODE OF ETHICS

I. INTRODUCTION

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

II. YOUR FUNDAMENTAL RESPONSIBILITIES

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

 

 

You have a duty to place the interests of Clients first

 

 

You must avoid any actual or potential conflict of interest

 

 

You must not take inappropriate advantage of your position at PIMCO

 

 

You must comply with all applicable Securities and Commodities Laws

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

 

 

1 

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

 

CODE OF ETHICS | March 2021        3


III. PERSONAL INVESTMENTS

A. In General

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

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

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

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

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

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

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

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

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

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

 

  1.

Transactions that are exempt from the pre-clearance and approval requirement as provided in Sections III.C.2. and III.C.3. of the Code (i.e., Exempt Reportable Transactions and Exempt Transactions as defined in those Sections). For purposes of this exclusion, although Portfolio Persons must observe the pre-clearance requirements specified in Section II.C.2.a., Portfolio Persons’ transactions in direct obligations of the U.S. or non-U.S. Government are excluded from the 30 Calendar Day Rule.

 

  2.

Transactions that ‘roll forward’ Options or Futures, i.e., the simultaneous closing and opening of Options or Futures contracts solely to extend the expiration or maturity of the initial position to the month immediately following such expiration or maturity, but that otherwise maintain the economic features (e.g., size and strike price) of the position.

 

CODE OF ETHICS | March 2021        4


  a.

When a transaction is rolled forward, day one for purposes of calculating compliance with the 30 Calendar Day Rule will be the date of the initial purchase and not the date of any subsequent roll forward transaction(s).

 

      

Note: Notwithstanding the exemption from the 30 Calendar Day Rule, transactions that roll forward Options or Futures positions are still subject to the applicable pre-clearance requirements of the Code.

 

  3.

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

 

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

C. Pre-clearance and Approval of Personal Securities Transactions

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

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

 

  1.

Pre-clearance and Approval Process

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

 

The Pre-clearance and Approval Process is a two-step process:

Step 1: To pre-clear a transaction, you must input the details of the proposed transaction into the Compliance Portal system (accessible through the PIMCO Intranet) and follow the instructions. See Sections III.C.2. and III.C.3. for certain transactions that do not require pre-clearance and approval.

Step 2: You will receive notification as to whether your proposed transaction is approved or denied. If your proposed transaction is approved, the approval is valid only for the day on which the approval was granted and the following business day, unless otherwise indicated in the approval confirmation or unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your pre-clearance request changes, you must repeat the pre-clearance process prior to undertaking the transaction.

Note: If you place a Good-until-Canceled (“GTC”) or Limit Order and the order is not fully executed or filled by the end of the following business day (midnight local time), you must repeat the pre-clearance process.

 

  2.

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

Except as otherwise provided below, you are not required to pre-clear and receive prior approval for the

 

CODE OF ETHICS | March 2021        5


following Personal Securities Transactions, although you are still responsible for complying with the reporting requirements of Section V. of this Code for these transactions (each, an “Exempt Reportable Transaction”):

 

  a.

Purchases2 or sales of direct obligations of the U.S. Government or any other national government. However, if you are a Portfolio Person, as defined in the Code, you are required to pre-clear and receive prior approval for purchases and sales of direct obligations of the U.S. Government or any other national government except as set forth in Section III.C.3.f. below;

 

  b.

The acquisition or disposition of a Financial Instrument as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to such holders of a class of Financial Instrument or, with respect to Financial Instruments except Futures, a non-volitional assignment or call pursuant to an options contract (voluntary corporate actions require pre-clearance);

 

  c.

Transactions in open-end mutual funds or interval funds (including those held through a variable insurance product account) managed or sub-advised by PIMCO or an Allianz affiliated entity (in other words, transactions in funds managed or sub-advised by PIMCO or an Allianz affiliated entity must be reported but do not need to be pre-cleared).

 

      

Similarly, direct investments in open-end mutual funds or interval funds managed or sub-advised by PIMCO or an Allianz affiliated entity that are held within a qualified tuition program sponsored by a state, state agency or educational institution and authorized by Internal Revenue Code Section 529 (also known as a 529 Plan) must be reported but do not need to be pre-cleared. Further, investments in an Allianz 529 Plan must also be reported, even if such account does not hold PIMCO or Allianz affiliated funds. The Compliance department has access to information on your holdings in PIMCO private funds and open-end mutual funds in your PIMCO/Allianz 401(k). However, your personal accounts including PCRA, deferred compensation plans, Fund Invest and Allianz Employee Stock Purchase Plan must be disclosed via the Compliance Portal;

 

  d.

Transactions in any Non-Discretionary Account for which you and your Immediate Family Member(s): (i) do not exercise investment discretion; (ii) do not receive notice of specific transactions prior to execution; and (iii) otherwise have no direct or indirect influence or control. You must still disclose the account and complete a managed account certification in Compliance Portal.

 

  e.

Transactions pursuant to an Automatic Investment Plan, including the Allianz Employee Stock Purchase Plan, except that any transaction overriding the Automatic Investment Plan’s predetermined schedule and allocation must be pre-cleared and approved. Notwithstanding the foregoing, an employee may make adjustments to the future percentage investment allocations in the Allianz employee stock purchase plan without pre-clearance.

 

      

Employee/Immediate Family Member directed sales from an Automatic Investment Plan, including the Allianz Employee Stock Purchase Plan, are subject to pre-clearance; and

 

  f.

Transactions in accounts held on automated asset allocation platforms over which neither you nor an Immediate Family Member exercises any investment discretion, including with respect to the Financial Instruments involved in such transactions and the allocation percentages utilized within the asset allocation platform. You must contact the Compliance Officer if you have this type of account.

 

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

 

 

2 

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

 

CODE OF ETHICS | March 2021        6


  3.

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

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

 

  a.

Purchases or sales of bank certificates of deposit (“CDs”), bankers acceptances, commercial paper and other high quality, non-sovereign short-term debt instruments (with an original maturity of less than one year), including repurchase agreements;

 

  b.

Purchases which are made by reinvesting dividends (cash or in-kind) on a Financial Instrument including reinvestments pursuant to an Automatic Investment Plan;

 

  c.

Purchases/sales of physical currencies or physical commodities not for investment purposes;3

 

  d.

Purchases or sales of open-end mutual funds or interval funds (including those held through a variable insurance product direct account or a 529 Plan account) that are not managed or sub-advised by PIMCO or an Allianz affiliated entity

 

  e.

Purchases or sales of unit investment trusts that are invested exclusively in one or more open-end mutual funds that are not advised or sub-advised by PIMCO or an Allianz affiliated entity; and

 

  f.

Purchases of direct obligations of the U.S. Government where such transactions are effected via non-competitive bid or of U.S. savings bonds through the U.S. Department of the Treasury’s TreasuryDirect system.

D. Additional Requirements Applicable to Portfolio Persons

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

 

  1.

Purchases and sales seven calendar days prior to a Client transaction

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

 

  Specific

conditions for research analysts

A research analyst may not transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument that such research analyst is analyzing for a

 

 

3 

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

 

CODE OF ETHICS | March 2021        7


Client (whether such analysis was requested by another person or was undertaken on the research analyst’s own initiative). Such prohibition remains in effect until the research analyst is notified in writing that the Financial Instrument has been selected or rejected for purchase or sale for a Client account or until the research analyst obtains permission to transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument from a Managing Director supervisor and a Compliance Officer.

 

  2.

Purchases and sales within three calendar days following a Client transaction

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

 

  3.

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

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

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

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

 

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

E. Circumstances that May Restrict Your Trading

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

 

  1.

Pending Orders

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

As a general matter, transactions up to $250,000 per day in common stock publicly issued by an issuer, and options thereon, included in the Standard & Poor’s 500 Index (“S&P 500® Index”) will be permitted

 

 

4 

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

5 

See Appendix II for definition of Real Estate Portfolio Person and Personal Real Estate Investment Transactions.

 

CODE OF ETHICS | March 2021        8


(subject to any other applicable requirements of the Code, such as the pre-clearance and blackout period requirements). Note, with respect to an option transaction, exposure is measured by the underlying notional value of the option.

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

 

  2.

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

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

 

  3.

Allianz SE Investments

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

 

  4.

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

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

 

  5.

Trade Restricted Securities List

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

 

  6.

Section 16 Holding Periods

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

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

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

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

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

 

CODE OF ETHICS | March 2021        9


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

H. Consequences for Violations of this Code

 

  1.

If determined appropriate by the General Counsel or Compliance Officer you may be subject to remedial actions (a) if you violate this Code; or (b) to protect the integrity and reputation of PIMCO even in the absence of a proven violation. Such remedial actions may include, but are not limited to, full or partial disgorgement of the profits you earned on an investment transaction, a reduction in discretionary performance compensation, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation. As part of any remedial action, you may be required to reverse an investment transaction and forfeit any profit or to absorb any loss from the transaction.

 

  2.

PIMCO’s General Counsel or Compliance Officer shall have the authority to determine whether you have violated this Code and, if so, to impose, in consultation with an employee’s supervisor and other relevant parties, the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the General Counsel or Compliance Officer, in consultation with an employee’s supervisor and other relevant parties, may consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to a Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation.

IV. YOUR ONGOING OBLIGATIONS UNDER THIS CODE

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

A. Insider Trading

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

B. Compliance with Securities Laws

You must comply with all applicable Securities and Commodities Laws.

C. Duty to Report Violations of this Code

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

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

This Code will not be interpreted or applied in any manner that would violate any PIMCO employee’s legal

 

 

6 

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

 

CODE OF ETHICS | March 2021        10


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

V. YOUR REPORTING REQUIREMENTS

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

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

B. Reports of Securities Holdings

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

 

  1.

Approved Brokers

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

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

 

  2.

Initial Holdings Report

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

 

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  3.

Quarterly and Annual Holdings Report

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

 

  4.

Changes in Your Immediate Family Members

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

VI. COMPLIANCE DEPARTMENT RESPONSIBILITIES

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

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

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

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

C. Maintenance of Records

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

VII. ACTIVITIES OUTSIDE OF PIMCO

A. Approval of Activities Outside of PIMCO

 

  1.

You may not engage in full-time or part-time service as an officer, director, partner, manager, member, proprietor, principal, consultant or employee of any Business Organization or Non-Profit Organization other than PIMCO, PIMCO Investments, the PIMCO Foundation, PIMCO Partners, or a

 

CODE OF ETHICS | March 2021        12


  fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCO’s General Counsel or other designated person.

 

  2.

Without prior written approval, you may not provide financial advice (e.g., through service on a finance or investment committee) to a private, educational or charitable organization (other than a trust or foundation established by you or an Immediate Family Member) or enter into any agreement to be employed or to accept compensation in any form (e.g., in the form of commissions, salary, fees, bonuses, shares or contingent compensation) from any person or entity other than PIMCO or one of its affiliates.

 

  3.

Certain non-compensated positions in which you would serve in a decision-making capacity (such as on a board of directors for a charity or Non-Profit Organization) must also have been reviewed or approved by PIMCO’s General Counsel or other designated person.

 

  4.

PIMCO’s General Counsel or other designated person may approve such an outside activity if he or she determines that your service or activities outside of PIMCO would not be inconsistent with the interests of PIMCO and its Clients. Other factors that may be considered include any remuneration received or proposed to be received as part of the activity, whether the activity or expected time spent is consistent with your duties to PIMCO and its Clients, and any other factors deemed relevant. PIMCO’s General Counsel or other designated person may also stipulate that approval of your participation in the outside activity is subject to specified conditions. Requests to serve on the board of a publicly traded entity will generally be denied.

 

  5.

Regardless of the outcome of PIMCO’s review of your participation in any proposed outside activity, you may not, directly or indirectly, publicly suggest, claim or imply that PIMCO is associated with or in any way approves the activity.

VIII. TEMPORARY EMPLOYEES

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

 

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APPENDIX I

Glossary

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

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

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

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

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

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

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

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

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

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

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

 

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

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

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

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

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

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

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

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

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

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

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

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

 

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PIMCO – means “Pacific Investment Management Company LLC”.

PIMCO Investments – means “PIMCO Investments LLC”.

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

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

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

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

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

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

 

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APPENDIX II

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

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

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

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

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

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

Notwithstanding the above:

 

 

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

 

 

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

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

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

 

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APPENDIX III

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

 

Option Trading

  

Pre-clearance Required

  

Subject to Short Term Trading Restriction

(“30 Calendar Day Rule”)

Purchasing/Selling an Option    Yes   

Yes

The option’s expiration date must be greater than 30 days from the date of the option transaction.

 

An options contract cannot be bought and sold, or sold and bought, within 30 calendar days.

 

For avoidance of doubt, employees may trade a different options contract (ie. different expiration or strike) within 30 calendar days.

Involuntary Option Assignment/Exercise of Existing Option Position   

No

Purchase or sale of underlying Security not directed by the Employee

  

No

The acquisition/disposition of a security resulting from an existing option position via an involuntary assignment/exercise is not subject to the 30 Calendar Day Rule

Directing an Option Exercise of Existing Options Position   

Yes

To exercise an option, the purchase or sale of the underlying security must be pre-cleared before directing the option exercise

  

Yes

After the receipt or disposal of the underlying security due to a directed option exercise, employees are prohibited from executing an opposite way transaction in the underlying security for 30 calendar days

Rolling an Option on a Future7

(see section III.B.2.)

  

Yes

Pre-clearance of both legs of the transaction is required to roll the option

  

No

The same option on a futures contract bought and sold, or sold and bought within 30 days to roll the exposure is not subject to the 30 Calendar Day Rule

Rolling an Option on All Other Underlying Securities   

Yes

Pre-clearance of both legs of the transaction is required to roll the option

  

Yes

Other options are not allowed to roll within 30 calendar days (i.e., they are subject to the 30 Calendar Day Rule)

 

 

7 

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

 

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Revised Code of Ethics of SSgA FM, revised 3/31/2021

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Exhibit (p)(11) State Street Global Advisors Code of Ethics Effective: March 31, 2021 Information Classification: General


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STATE STREET GLOBAL ADVISORS Table of Contents Overview 3 Covered Person Classifications 4 Code of Ethics Rule Summary 5 Statement of General Fiduciary Principles 6 Related Policies and Procedures 6 General Requirements 7 Personal Trading Requirements – Accounts and Holdings 8 Reportable Accounts Guide 10 Personal Trading Requirements – Transactions 12 Pre-Clearance Guide 15 Exempted Transactions 15 Personal Trading Requirements – Pre-Clearance 16 Administration and Enforcement of the Code of Ethics 19 Appendices Appendix A – Terms and Definitions 20 Appendix B – Beneficial Ownership of Accounts and Securities 22 Appendix C – Guide: Requirements by Security Types 24 Appendix D – Country Specific Requirements 27 Appendix E – Contacts 32 Appendix F – Code of Ethics Reporting Requirements 32 Appendix G – Code of Ethics FAQs 33 2 Information Classification: General


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STATE STREET GLOBAL ADVISORS Effective: March 31, 2021 State Street Global Advisors Code of Ethics The Purpose of this Code of Ethics State Street Global Advisors+ (the “Firm”) will not tolerate misuse of information made available to us for the purpose of making investment decisions or providing advice to our clients. To do so would be a breach of trust that our clients place in us and may also breach securities laws. What is the Code of Ethics? The State Street Global Advisors Code of Ethics (the “Code”) is designed to promote compliance with regulations that apply to ourbusiness and to ensure Firm personnel meet expected standards of conduct. The Code is supplemental to the State Street Standard of Conduct, and Firm personnel are required to comply with both. In certain countries outside the US, local laws, regulations or customs may impose additional requirements. Personnel located in countries outside the US must also refer to Appendix D for information on those additional requirements. The Conduct Risk Management Team administers this Code in coordination with State Street Global Advisors’ Chief Compliance Officer (“CCO”). Who is subject to the Code of Ethics? The Code of Ethics applies to you if: You are a full-time or part-time employee at State Street Global Advisors; You are a contingent worker at State Street Global Advisors and have been notified that you are subject to the Code of Ethics; You are an officer of the registered investment companies managed* by SSGA Funds Management, Inc. (“SSGA FM”) who is not employed by the Firm, but is employed by another business unit with access to Firm data such as non-public information regarding any client’s purchase or sale of securities, non-public information regarding any client’s portfolio holdings, or non-public securities recommendations made to clients; or The Conduct Risk Management Team has designated you as a person subject to the Code of Ethics. For the purposes of the remainder of this document, those personnel who are subject the Code of Ethics will be called “Covered Persons”. If you are a Covered Person, the requirements of this Code also apply to people related to you, such as spouses, domestic partners, minor children, financial dependents, including adult children and other relatives living in your household if they are financially dependent on you, as well as other persons designated as Covered Persons by the CCO or the Conduct Risk Management Team, or their designee(s). + For purposes of this Code of Ethics, “State Street Global Advisors” refers to all State Street Global Advisors legal entities globally. *This excludes registered investment companies for which SSGA FM serves as sub-adviser. Whom do I contact with questions? If at any time you have questions about the Code of Ethics, contact the Conduct Risk Management Team: ethics@statestreet.com Reader Tip Definitions for some of the terms used in this Code of Ethics are provided in Appendix A. Did you know? Your family members may also be subject to the Code of Ethics. 3 Information Classification: General


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STATE STREET GLOBAL ADVISORS Covered Persons Classifications As a Covered Person, you are either an Access Person, Investment Person, or Non-Access Person. Your classification is determined by your access to information. The Conduct Risk Management Team will notify you of your classification. Your classification may change as your responsibilities and access to information change. It is your responsibility to notify the Conduct Risk Management Team if your role or level of access to information changes. Access Person Access Persons are those Covered Persons who: as part of their regular functions or duties have access to non-public information about a client’s holdings, or a client’s previous securities transactions; have access to non-public information about Firm portfolio holdings; or manage or are managed by employees who execute these functions; are officers of the funds; or have been designated as Access Persons by the Firm’s CCO or the Conduct Risk Management Team. Investment Person Investment Persons are Covered Persons who are involved in or have access to the investment decision-making process, or who have access to information regarding pending securities transactions, or decisions to buy or sell securities on behalf of clients. Investment Persons include those Covered Persons who: as part of their regular functions or duties, make investment recommendations or decisions on behalf of client portfolios; participate in making investment recommendations or decisions on behalf of client portfolios; are responsible for day-to-day management of a client or proprietary fund portfolio; have knowledge of or access to investment decisions under consideration for a client or proprietary fund portfolio; execute trades on behalf of client or proprietary fund portfolios; have access to information regarding pending trades; analyze and research securities on behalf of client or proprietary fund portfolios; have access to information regarding pending trade orders for any client or proprietary fund portfolio; have access to or knowledge of changes in investment recommendations; have access to mathematical models used by the Firm as basis for investment strategy for client or proprietary fund portfolios; or manage or are managed by employees who execute those functions; or other persons designated as Investment Persons by the Firm’s CCO or the Conduct Risk Management Team. Non-Access Persons are Covered Persons who are not categorized as Access Persons or Investment Persons. Examples of Investment Persons include, but are not limited to, portfolio managers, research analysts, IT and Operations professionals with certain systems access, and Investment Risk personnel. Unsure what classification applies to you? The Conduct Risk Management Team will notify you of your classification, which is based on your responsibilities and level of access to information at the Firm. Dual employees: you may also be subject to the State Street Securities Trading policy and/or the Global Personal Investment Policy. Contact the Conduct Risk Management Team at Ethics@StateStreet.com if you have questions. 4 Information Classification: General


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STATE STREET GLOBAL ADVISORS Code of Ethics Rule Summary Refer to the list below to understand which rules apply to you based on your Covered Person Classification. Read the full text of the Code of Ethics to fully understand the requirements and prohibitions, as well as any exceptions to these rules. All Covered Persons Required •Ensure compliance with the Code on the part of your spouse, domestic partner or other Covered Persons [p. 3] •Comply with applicable securities laws [p. 7] •Acknowledge the Code of Ethics when you become a Covered Person and annually thereafter [p. 7] •Report accounts and holdings when you become a Covered Person and annually thereafter [p. 8] •Report or confirm transactions quarterly [p. 12] •Maintain accounts at Approved Brokers if required in your region [p. 9] •Provide duplicate statements and confirmations to the Conduct Risk Management Team [p. 8] •Report any actual, attempted, or suspected violation of this policy as soon as you are aware of it [p. 7] •Obtain pre-approval from the Conduct Risk Management Teambefore participating in investment clubs [p. 13] •Contact the Conduct Risk Management Team for any exemption to this Code of Ethics [p. 19] •Understand if and how the State Street Securities Trading Policy applies to you [p. 14] Prohibited •Do not misuse client or proprietary fund information, or State Street proprietary information for personal gain [p. 14] •Do not trade excessively [p. 13] •Do not sell securities short [p. 13] •Do not trade options or futures on Covered Securities or engage in spread-betting [p. 13] Do not participate in Initial Public Offerings [p. 13]Access Persons Required •Follow all above rules for Covered Persons •Pre-Clear trades in Covered Securities [p. 16] Prohibited •Do not sell or dispose of positions in Covered Securities for a profit that have been held for less than 60 days [p. 14]Investment Persons Required •Follow all the above rules for Covered Persons and for Access Persons Prohibited •Do not personally trade Covered Securities when there is an open order on any trading desk for a client portfolio or fund for the same or similar security (Open Order Rule) [p. 17] •Do not personally trade Covered Securities within seven days (before or after) of a trade in the same or equivalent security in a client portfolio with which you are associated (Blackout Period) [p. 17] •Research Analysts: Do not personally trade Covered Securities in proximity to a recommendation you have made or to which you have access (Research Analyst Waiting Period) [p. 17]. This Rule applies regardless of the direction of trade, nature of recommendation, or amount traded. 5 Information Classification: General


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STATE STREET GLOBAL ADVISORS Statement of General Fiduciary Principles State Street Global Advisors, its subsidiaries and affiliates, and the officers of the Funds owe a fiduciary duty to their advisory clients (including the Funds) and are subject to certain laws and regulations governing personal securities trading. As a Covered Person, you have an obligation to adhere to the following principles: At all times, avoid placing your personal interest ahead of the interests of the clients or Funds of the Firm; Avoid actual and potential conflicts of interests between personal activities and the activities of the Firm’s clients or Funds; Do not misappropriate investment opportunities from clients or Funds; Do not employ or engage in any device, scheme, artifice, act, course of business, or manipulative practice to defraud clients or Funds; and Do not make untrue or misleading statements that defraud clients or Funds. As such, your personal financial transactions and related activities, along with those of your family members and other Covered Persons, must be conducted consistently with this Code, including the principles herein, to avoid any actual or potential conflicts of interest with the Firm’s clients or funds, or abuse of your position of trust and responsibility. When making personal investment decisions, you must ensure that you do not violate the letter or the spirit of this Code. We have developed this Code to promote the highest standards of behavior and ensure compliance with applicable laws. The Code sets forth procedures and limitations that govern the personal securities transactions of every Covered Person. It is not possible for this Code to address every situation involving the personal trading of Covered Persons. The Conduct Risk Management Teamis charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all cases placing the Firm’s clients’ interests first. If you are unsure whether a personal investment matter meets the required ethical standard, contact the Conduct Risk Management Team. It is not enough to only comply with the technical aspects of the Code - it is every Covered Person’s responsibility to ensure their personal investments do not, in any way, compromise the Firm’s fiduciary duty to any client. Related Policies and Procedures All employees of the Firm are required to comply with the following key policies and procedures, which set forth ethical standards required of all Firm personnel. This is not an exhaustive list of State Street or State Street Global Advisors Policies or Procedures to which employees are subject. State Street Corporate Policies and Procedures Standard of Conduct Gifts and Entertainment Policy Political Contributions and Activities Policy Outside Activities Policy Conflicts of Interest Policy Anti-Corruption and Bribery Policy Conduct Standards Policy Mobile Communications Device Policy Inside Information Standard State Street Global Advisors Policies and Procedures Inside Information/Information Barriers Policy and Procedure Global Conflicts of Interest Procedure Anti-Corruption and Bribery Procedure Note: Policies and related procedures or guidance may be revised from time to time. Employees will find the most up-to-date policies on the intranet. 6 Information Classification: General


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STATE STREET GLOBAL ADVISORS Requirements of the Code General Requirements Applicable to All Covered Persons 001. Comply with Applicable Securities Laws As a Covered Person, you must comply with securities laws and firm-wide policies and procedures, including this Code of Ethics. Securities laws include the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under these statutes, the Bank Secrecy Act and rules adopted there under by the SEC or the Department of the Treasury. Covered Persons outside the US may be subject to additional country-specific requirements and securities laws, which are included in Appendix D. Keep in mind Our policies and procedures and the Code of Ethics may be more restrictive than applicable securities laws. 002. Report Violations Covered Persons are required to promptly report any violation of the Code, whether their own or another individual’s, to the Conduct Risk Management Team. Alternatively, you may contact the Senior Compliance Officer in your region, the CCO, or, to report anonymously, The Speakup Line (see Appendix E for contact information). Nothing in the Code is intended to or should be understood to prohibit or otherwise discourage certain disclosures of confidential information protected by “whistleblower” laws to appropriate government authorities. State Street will not tolerate any discipline or other retaliation against employees who properly make such legally-protected disclosures. This language does not apply to Covered Persons in France and Italy. Please see Appendix D. 003. Certify Receipt and Compliance with the Code Initial Certification (New Covered Person) Within 10 calendar days of becoming subject to the Code, each new Covered Person must certify in writing that they (i) have read, understand, and will comply with the Code, (ii) will promptly report violations or possible violations, and (iii) recognize that an employee conduct issue related to the Code may be grounds for action under the State Street Conduct Standards Policy. Annual Certification (All Covered Persons) Certification Required Covered persons are required to certify to the Code of Ethics within 10 days of becoming subject to the Code of Ethics and on an annual basis. Each Covered Person is required to certify annually in writing that they (i) have read and understand the Code, (ii) have complied with the Code during the course of their association with the Advisor; (iii) will continue to comply with the Code in the future; (iv) will promptly report violations or possible violations, (iv) recognize that an employee conduct issue with the Code may be grounds for action under the State Street Conduct Standards Policy. Information Classification: General 7


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STATE STREET GLOBAL ADVISORS Personal Trading Requirements – Accounts and Holdings Applicable to All Covered Persons You must disclose all Reportable Accounts (as defined on page 10) when you become a Covered Person and continue to make accurate and timely account and holding reports. If you are an employee in the US, you must maintain your account(s) with an Approved Broker. Employees in other regions are encouraged to maintain accounts with “Preferred Brokers” where available. All Covered Persons must ensure the Conduct Risk Management Team receives timely and accurate reporting from your broker. 004. File Initial and Annual Holding Reports Covered Persons must file initial and annual holdings reports (“Holdings Reports”) in StarCompliance as follows: a. Content of Holdings Reports i. The name of any broker, dealer or bank with whom the Covered Person maintained a Reportable Account. Please note that all Reportable Accounts (see page 10) must be reported in StarCompliance. ii. The title, number of shares and principal amount of each Covered Security. b. Timing of Holdings Reports i. Initial Report – No later than 10 calendar days after becoming a Covered Person. The information must be current as of a date no more than 45 days prior to the date the Covered Person became an Access Person, Investment Person, or Non-Access Person. ii. Annual Report – Annually, within 30 calendar days following calendar year end, and the information must be current as of a date no more than 45 calendar days prior to the date the report is submitted. c. Exceptions from Holdings Report Requirements i. Holdings in securities which are not Covered Securities are not required to be included in Holdings Reports (please see Appendix C). Any Reportable Accounts opened during the Covered Person’s employment or engagement with the Firm must also be immediately disclosed in StarCompliance regardless of whether there is any activity in the account. Any Reportable Accounts and holdings that become newly associated with a Covered Person through marriage, gift, inheritance, or any other life event, must be disclosed within 30 days of the event. 005. Provide Duplicate Statements and Confirms Each Covered Person is responsible for ensuring the Conduct Risk Management Team receives timely reporting for their Reportable Accounts holdings, (as well as timely reporting for transactions of Covered Securities within the Reportable Account). This applies to any Reportable Accounts (including Fully Managed Accounts) active during the Covered Person’s employment or engagement with the Firm. Covered Persons must ensure that on a regular basis the Conduct Risk Management Team or their designee(s) receives account statements (e.g. monthly, quarterly statements) listing all transactions for the reporting period. (See Section 007 – Filing Quarterly Transaction Reports.) The Covered Person can accomplish this one of two ways: a. Maintain Reportable Accounts at Approved Brokers (or Preferred Brokers for employees based in non-US jurisdictions, where available). Approved Brokers and Preferred Brokers send electronic feeds to the Conduct Risk Management Team; Covered Persons are not required to provide paper-based reporting for accounts with Approved Brokers or Preferred Brokers. However, it is the responsibility of the Covered Information Classification: General 8


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STATE STREET GLOBAL ADVISORS Person to verify the accuracy of these feeds through Quarterly Transaction Reports and Annual Holdings Reports. Employees in the US, with limited exceptions, are required to maintain their accounts at Approved Brokers. (See Section 006- Maintain Accounts with Approved Brokers.) b. For accounts not on an electronic feed, the Covered Person must supply the Conduct Risk Management Team with required duplicate documents. Please see Appendix D for regional requirements. 006. Maintain Accounts with Approved Brokers (US Employees) or Preferred Brokers (Non-US employees) Unless an exemption applies, Covered Persons must maintain accounts with Approved Brokers or Preferred Brokers if required in their region. Please refer here: Link to Broker List, Guidance and FAQs for regional requirements and for a list of Approved Brokers. The Approved Brokers provide both the holdings and transaction activity in each account through an electronic feed into StarCompliance. The categorical exemptions to the Approved Broker and Preferred Broker requirement are: a. Accounts approved by the Conduct Risk Management Teamas Fully Managed Accounts (also known as Discretionary Accounts. See Appendix A.) b. Accounts that are part of a former employer’s retirement plan (such as a 401(k)); or accounts that are part of a spouse’s or other Covered family member’s retirement plan at their employer. c. Employees who are not US citizens and are working in the US on an ex-pat assignment or whose status is non-permanent resident. d. Securities held in physical form. e. Securities restricted from transfer. f. Accounts held by employees, or any Covered Persons, in countries outside the region where they are currently assigned, which are not eligible for transfer to an Approved or Preferred Broker in that region. To apply for an exception to maintain an account outside of an Approved Broker, contact the Conduct Risk Management Team at ethics@statestreet.com. Please see Appendix D for additional regional requirements. Information Classification: General 9


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STATE STREET GLOBAL ADVISORS Reportable Accounts Guide To determine whether an account is a Reportable Account, determine who owns or benefits from the account and what types of investments the account can hold. If you have a beneficial interest in an account and the account can hold Covered Securities, it is likely a Reportable Account. What is a Beneficially Owned Account? A Beneficially Owned Account is: An account where the Covered Person enjoys the benefits of ownership (even if title is held in another name); and/or An account where the Covered Person, either directly or indirectly, has investment control or the power to vote or influence the transaction decisions of the account. Generally, an individual is considered to be a beneficial owner of accounts or securities when the individual has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that an individual has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to: Accounts and securities held by immediate family members sharing the same household; Securities held in trust (certain restrictions may apply, see Appendix B for more details); and A right to acquire Covered Securities through the exercise or conversion of any derivative security, whether or not presently exercisable What are Covered Securities? For a complete list of Covered Securities, see Appendix C. Some of the most common types are listed below. Stocks, including State Street Corp. (“STT”) Exchange-traded funds (“ETFs”) Exchange-traded notes (“ETNs”) Open-ended mutual funds advised by the Firm Municipal and Corporate bonds No Reporting Required Checking and savings accounts holding only cash Government-subsidized pension saving products Pension Accounts established under the Hong Kong regulation or Singapore Regulation with no capacity to invest in Covered Securities Savings Plans within the course of company pension schemes which only allow unaffiliated open-end mutual funds Educational Savings Plans which only allow unaffiliated open-end mutual funds Other Registered Commingled Funds (such as IRC 529 Plans in the US) When in doubt, contact the Conduct Risk Management Team ethics@statestreet.com Information Classification: General 10


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STATE STREET GLOBAL ADVISORS Do I Have to Report this Account? Do I have a beneficial interest? See Page 10 and Appendix C If YES Can the account transact and/or hold Covered Securities?* See Appendix A If YES Reporting in StarCompliance Required Practical Examples of Beneficial Ownership See Appendix B for a more detailed discussion of Beneficial Ownership. For the purposes of this sidebar, “you” includes you, your spouse or domestic partner, or anyone else in your household who would be covered by the Code of Ethics, as discussed on page 4. UGMA/UTMA Accounts If you are the custodian of an UGMA/UTMA account for a minor, and one or both of you is a parent of the minor, you are a beneficial owner. If you are the beneficiary of an UGMA/UTMA and are of majority age, you are a beneficial owner. Education Accounts If you are the custodian of an Education Savings Account (ESA), or Coverdell IRA, you are a beneficial owner. Trusts If you are a trustee or the settlor of the trust who can independently revoke the trust and participate in making investment decisions for the trust, you are a beneficial owner. If you are a beneficiary of the trust but have no investment control, the account is beneficially owned as of the date the trust is distributed, not before. Investment Powers over an Account If you have any form of investment control, such as trading authorization or power of attorney, the account is beneficially owned as of the date you are able to direct or participate in the trading decisions Common Reportable Account Types The list of account types below is not all-inclusive. Consult the Conduct Risk Management Team if you have questions about whether an account is a Reportable Account. Brokerage Account All brokerage accounts are reportable, including but not limited to retirement accounts, non-retirement accounts, IRAs, RRSPs, UTMA and UGMA accounts. For further definition see Appendix A. Employee Incentive Awards Deposit Account Provided by the Firm Accounts that are provided to employees into which their Employee Incentive Awards are deposited are reportable. Employee Stock Ownership and Purchase Plans (“ESOPs”/ “ESPPs”) Employer-sponsored Retirement Plans that invest/hold Covered Securities Employer-sponsored retirement plans and accounts globally in which the employee/participant invests in or transacts in Covered Securities are reportable. Please see Appendix G “Code of Ethics FAQs” for further clarification on Reportable Retirement Plans. Information Classification: General 11


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STATE STREET GLOBAL ADVISORS Personal Trading Requirements – Transactions Applicable to All Covered Persons The Code of Ethics requires quarterly reporting of all Covered Transactions and imposes restrictions on certain types of transactions. 007. Filing Quarterly Transaction Reports Each Covered Person is required to submit a quarterly transaction report for and certify to transactions during the calendar quarter in all Covered Securities. Each Covered Person shall also certify that the Reportable Accounts listed in the transaction report are the only Reportable Accounts in which Covered Securities were traded during the quarter for their direct or indirect benefit. For the purposes of this report, transactions in Covered Securities that are effected in Automatic Investment Plans or accounts approved by the Conduct Risk Management Team as Fully Managed Accounts need not be reported. Covered Persons must file quarterly transaction reports (“Transaction Reports”) in StarCompliance a. Quarterly Transactions Report For Transactions in Covered Securities are reported on a standardized form in StarCompliance that identifies the date, security, price, volume, amount, and effecting broker of each Covered Security transaction. b. Quarterly Transactions Report For Newly Established Reportable Accounts reported in StarCompliance Holding ANY Securities (provided there were transactions during the quarter) include the broker dealer or bank with whom the reportable account is held, the date the account was opened, and the date the report was submitted to Ethics. c. Timing of Transactions Report: No later than 30 calendar days after the end of the calendar quarter d. Exception from Transactions Report Requirements a. Transactions effected pursuant to an Automatic Investment Plan as well as transactions in securities that are not Covered Securities, b. Transactions effected in accounts that are not Reportable Accounts are not required to be included in the Quarterly Transaction Report (please see Appendix C), and c. Transactions effected in a previously-approved Fully Managed Account. e. Confirmation of Trades a. Employees must confirm their transactions in StarCompliance after execution and before or simultaneously with their quarterly transaction certification. b. If an electronic feed has been set up for broker account (e.g. Fidelity account), the trading data will flow automatically to StarCompliance overnight, however, it is still the employee’s responsibility to maintain accurate data in StarCompliance and it is best practice to check whether electronic feeds were accurate by checking records in StarCompliance prior to completing a quarterly certification. f. State Street Employee Incentive Stock Awards a. STT employee incentive stock awards must be treated as Covered Securities. Employees receiving awards during a quarter should ensure any awards vested during the quarter are appropriately reflected in their holdings, and b. All employees must preclear any transactions in STT (note, STT employee incentive awards are not subject to the 60 day profit prohibition when they become vested). Information Classification: General 12


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STATE STREET GLOBAL ADVISORS 008. Excessive Trading Excessive trading may interfere with job performance or compromise the duty that the Firm owes to clients and consequently is not permitted. Levels of personal trading will be monitored by the Conduct Risk Management Team and high levels of personal trading will be reported to senior management A pattern of excessive trading may lead to action under the State Street Conduct Standards Policy. 009. Futures, Options, Contracts for Difference, and Spread Betting Covered Persons are prohibited from buying or selling options and futures on Covered Securities (other than employee stock options). Covered Persons are also prohibited from engaging in Contracts for Difference (“CFDs”) and spread betting related to Covered Securities. 010. Shorting of Securities Covered Persons are prohibited from selling securities short. 011. Initial Public Offerings Covered Persons are prohibited from acquiring securities through an allocation by an underwriter of an initial public offering (“IPO”). An exception may be considered for situations where the spouse/domestic partner/partner of a Covered Person (“PACs”) is eligible to acquire shares in an IPO of his/her employer with prior written disclosure to and written approval from the Conduct Risk Management Team. 012. Private Transactions Covered Persons must obtain prior written approval from the Conduct Risk Management Team before participating in a Private Placement or any other private securities transaction. To request prior approval, Covered Persons must provide the Conduct Risk Management Team with a completed Private Placement Request form, which is available on StarCompliance. If the request is approved, the Covered Person must confirm the transaction in StarCompliance, verify the details on the next Quarterly Transaction Report, and report the holding on the Annual Holdings Report. If the transaction has already been loaded to the Covered Person’s Transaction report, the Covered Person must confirm the transaction in the Quarterly Transacton Report. Covered Persons may not invest in Private Transactions if the opportunity to invest could be considered a favor or gift designed to influence the Covered Person’s judgment in the performance of his/her job duties, or as compensation for services rendered to the issuer, or if there are any other potential conflicts of interest with State Street business. In determining whether to grant approval for any investment for a Private Transaction, the Conduct Risk Management Team will consider, among other things, whether it would be possible (and appropriate) to reserve that investment opportunity for one or more of the Firm’s clients, as well as whether the opportunity to invest has been offered to the Covered Person as a gift, or as compensation for services rendered. See Appendix A for definition and Appendix D for further regional definitions in France and Italy. 013. Investment Clubs and Investment Contests Covered Persons must obtain prior written approval from the Conduct Risk Management Team before participating in an Investment Club. If approved, the brokerage account(s) of the Investment Club are subject to the Approved Broker, pre-clearance and reporting requirements of the Code. Sharing research or other proprietary information obtained through employment with State Street with Investment Club participants is prohibited. Information Classification: General 13


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STATE STREET GLOBAL ADVISORS Covered Persons are prohibited from direct or indirect participation in an investment contest. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes, or winnings as a result of participation in such activities. 014. Use of the Firm’s Proprietary Information The Firm’s investment recommendations and other Proprietary Information are for the exclusive use of the Firm and may not be used to inform employees’ personal investment decisions. Examples of Proprietary Information include but are not limited to: - Information about Firm or issuer business strategies, technologies, or ideas; - client or proprietary transactions; - changes to recommended portfolio weightings, portfolio composition, or target prices for any security; - voluntary actions to be taken on any corporate actions; - research produced by employees of the Firm that could influence client investment decisions, such as employees’ recommendations in Tamale and ArtPro; or - any other information that may reasonably be expected could influence an investor’s decision-making that has not been made public without violation of law or our policies. The definition of Proprietary Information does not include information that has been made public or comes from a service that broadly disseminates published information, such as Bloomberg. You should always assume that information is confidential, and treat it as such, unless it is clearly indicated otherwise. It is our responsibility to protect Proprietary Information and Confidential Information against unintentional, malicious, or unauthorized disclosure or misuse. Any pattern of personal trading suggesting misuse of proprietary information may be investigated. Any misuse or distribution of information that is proprietary, confidential, or non-public is prohibited. Applicable to Access Persons and Investment Persons 015. Short-Term Trading All Access Persons and Investment Persons are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent Covered Security within sixty (60) calendar days. Transactions that result in a profit will be considered an employee conduct issue and may result in action under the State Street Conduct Standards Policy. Any profit amount shall be calculated by the Conduct Risk Management Team or their designee(s), the calculation of which shall be binding. The following will not be matched with other purchases and sales for purposes of this provision: a. Transactions in securities that are not Covered Securities such as money market funds (see Appendix C); b. Transactions in ETFs, except certain actively-managed SSGA ETFs (see Appendix C); c. Securities received as a gift or inheritance that cannot be matched to another transaction effected by a Covered Person within 60 days; d. Involuntary actions such as vested employer stock awards, dividend reinvestments, or other corporate actions; e. Cashless exercise of a Covered Person’s employer stock options f. Transactions executed in Fully Managed Accounts that have been approved by the Conduct Risk Management Team; or g. Transactions effected through an Automatic Investment Plan, the details of which the Conduct Risk Management Team has been notified of in advance. 016. State Street Securities Each Covered Person must ensure that they have reported any Reportable Account holding State Street securities, and that they have reported in StarCompliance any vested State Street shares acquired through an employee incentive award. During certain trading windows, employees may be permitted to exercise Employee Incentive Awards without being subject to the blackout and open order rules. However, these transactions remain subject to the pre-clearance and reporting requirements of the Code at all times. Employees will be notified when a Information Classification: General 14


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STATE STREET GLOBAL ADVISORS trading window commences and terminates. During this period, all employees remain subject to the State Street Global Advisors Inside Information/Information Barrier Policy and Procedure, as well as the Personal Trading in Securities section of the State Street Standard of Conduct. Additionally, certain employees of the Firm are subject to the State Street Securities Trading Policy (“SSTP”) and will be notified of this by the Conduct Risk Management Team. Employees subject to SSTP must also comply with all notifications under that Policy. Pre-Clearance The Pre-Clearance requirement mitigates the risk of creating actual or perceived conflicts of interest with the trading activities made on behalf of Firm clients. With limited exceptions, pre-clearance approval is required before you make any personal trades of Covered Securities. It applies to all your Reportable Accounts, including those belonging to, or in which, your spouse or other Covered family member has an economic interest or control. (See Appendix B) It applies to transactions in most types of securities, including transactions in State Street Corp. stock (STT). (See Appendix C) Exempted Transactions Pre-clearance is not required for certain common transactions. Automatic Investment Plans Prior Notification to Conduct Risk Management Team Required Purchases or sales that are part of an Automatic Investment Plan where the investment decisions are non-discretionary after the initial selections by the account owner (although the initial selection requires pre-clearance). These include dividend reinvestment plans, payroll and employer contributions to retirement plans, transactions in Employee Stock Ownership Programs (“ESOPs”) and similar services. Initiation of an Automatic Investment Plan must be disclosed to the Conduct Risk Management Team in advance. Certain Exempt Covered Securities Transaction(s) in Covered Securities for which the Conduct Risk Management Team has determined pre-clearance is not required (see Appendix C). Discretionary Accounts (Fully Managed Accounts) Prior Approval from Ethics Office Required Subject to prior approval of the account from the Conduct Risk Management Team, transactions made in a Discretionary Account. An account will not be deemed a Discretionary Account until the Conduct Risk Management Team has approved the account as such. Certain Educational Savings Plans Transactions in educational savings plans that only allow unaffiliated open-end mutual funds, unitinvestment trusts, or other registered commingled products (such as IRC 529 Plans in the US). Involuntary Transactions Involuntary purchases or sales such as mandatory tenders, dividend reinvestments, broker disposition of fractional shares, debt maturities. Voluntary tenders, transactions executed as a result of a margin call, and other non-mandatory corporate actions are to be pre-cleared, unless the timing of the action is outside the control of the Covered Person, or the Conduct Risk Management Team has determined pre-clearance is not required for a particular voluntary transaction. Gifts or Inheritance Covered Securities received via a gift or inheritance, although such Covered Securities must be reported in StarCompliance. Note that preclearance is required prior to giving or donating Covered Securities. Covered Person wishes to make a personal transaction in a Covered Security Covered Person submits Pre-Trade Authorization Form (“PTAF”) to StarCompliance StarCompliance analyzes transaction StarCompliance approves or denies the transaction If approved, Covered Person has until the end of the same business day to execute the transaction Information Classification: General 15


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STATE STREET GLOBAL ADVISORS Personal Trading Requirements – Pre-Clearance Applicable to Access Persons and Investment Persons You are required to receive pre-clearance approval before trading in any Covered Security, with limited exceptions. This applies to transactions made by your spouse, other Covered family member and/or in any other accounts in which you or they have beneficial ownership or control. 017. Pre-Clearance Access Persons and Investment Persons must request and receive pre-clearance approval prior to effecting a personal transaction in all Covered Securities (see Appendix C). a. All pre-clearance requests must be made by submitting a Trade Request for the amount of shares to be transacted in StarCompliance. b. Pre-clearance is required for donations and/or gifts of securities made. Trade requests may be approved or denied at the discretion of the Conduct Risk Management Team, In general, a transaction will be denied if the Covered Security is on any relevant Restricted List or if the Conduct Risk Management Team has reason to believe that the Covered Person has access to relevant information concerning the security or the issuer that is intended for the sole purpose of the Firm or its clients. If the Covered Person has access to such information, it is the Covered Person’s responsibility not to seek pre-clearance nor to trade in the security even if pre-clearance approval has been granted. For Investment Persons, a transaction may also be denied if the Covered Security is actively being purchased or sold for a client account or account of a Fund, or the Covered Security has been traded within seven days in a portfolio for which they have management discretion. 018. Restricted List To manage potential conflicts of interest, lists of issuers whose securities (including options and futures) may not be traded are integrated into the pre-clearance approval process. A security that you already own could be placed on a Restricted List at any time. If this happens, you may be unable to sell the security until it is removed from any Restricted List. Employees are not entitled to review any Restricted List. The contents of any Restricted Lists shall be considered material non-public information and is subject to the considerations of the Inside Information/Information Barrier Policy and Procedure. By seeking pre-clearance, you are attesting that you understand that the proposed trade: Is not influenced by any non-public information that is proprietary or confidential to State Street or to our clients Does not create any conflict with State Street’s responsibilities to its clients Is lawful If you are not certain whether it is appropriate to trade, then do not trade. Contact the Conduct Risk Management Teamat Ethics@StateStreet.com for guidance prior to placing any order to trade. 019. Pre-Clearance Approval Pre-clearance approval granted by the Conduct Risk Management Team is valid only for the same business day the approval is granted and is ineffective on all dates where the relevant Exchange is not open for business. Make note of any expiration time and date displayed on any approved Trade Request. Because approvals are strictly time-limited, place day orders only. “Good-till-cancelled” orders are not permitted, including stop-loss, limit, and stop-limit orders other than day orders. This is a result of the pre-clearance function relying upon point-in-time data in order to have any effect. Information Classification: General 16


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STATE STREET GLOBAL ADVISORS Applicable to Investment Persons 020. Open Order Rule Subject to the de minimis transaction threshold (Section 023-De Minimis Transactions), Investment Persons may not trade in a Covered Security, with the exception of ETFs, on any day that the Firm, globally, has a pending buy or sell order in the same Covered Security on any of the trading desk(s) for any client or proprietary fund portfolio until the order is executed or withdrawn (note: Executed trades are considered with regards to the Blackout Period, as outlined below). 021. Blackout Period for Investment Persons Subject to the de minimis transaction threshold described below, Investment Persons may not buy or sell a Covered Security for seven calendar days before or after a transaction in the same or equivalent security for a client or proprietary fund portfolio with which they are associated. An employee is considered “associated” with a client or proprietary fund portfolio if they have ability to exercise, or direct, trades for the portfolio. All Covered Persons are required to avoid placing their personal interest ahead of the interests of the clients of the Firm. Investment Persons associated with portfolios with fundamental strategies must be particularly careful not to engage in personal trading that calls into question whether they have placed their interests ahead of the interest of their clients. Trading in securities personally in advance of similar trades made by the respective Portfolio may lead to questions about the Covered Person’s priorities. In such cases, it will be incumbent upon the Covered Person to demonstrate that the clients’ priorities were not subordinated to their own priorities. Similarly, failing to trade in a security for a Portfolio because of a personal trade that has recently been made is also a subordination of client interest. Covered Persons with responsibility for portfolios with fundamental strategies finding themselves needing to violate the Blackout Period in order to avoid placing their personal interest ahead of the clients’ interest must inform the Conduct Risk Management Team. Such violations are subject to action under the State Street Conduct Standards policy. 022.Waiting Period for Research Analysts Research Analysts with access to tools containing proprietary buy or sell recommendations, who receive internal communications regarding buy or sell recommendations, or participate in investment meetings where buy or sell recommendations are discussed, must refrain from trading in securities that are the subject of such recommendations for their personal account if it could reasonably be presumed that such information was relevant to an investment decision. Examples of recommendations that could reasonably be presumed to be relevant to investment decisions on behalf of client portfolios include but are not limited to buy or sell recommendations, internal analyst upgrades or downgrades related to an issuer, changes to recommended portfolio weightings, portfolio composition, or target prices for any security, or recommendations regarding voluntary corporate actions. Examples of information that are not presumed to be relevant to investment decisions include market analyses, economic updates, or financial updates regarding an issuer that do not also include a buy/sell recommendation or ratings analysis. Research Analysts who trade Covered Securities for their personal account in close proximity to proprietary investment recommendations regarding the same issuer should expect heightened monitoring of such trades. If there is a reason to question whether such trades were made on the basis of confidential or proprietary non-public information, it will be incumbent upon the Covered Person to demonstrate otherwise. Please see Appendix D for additional regional requirements. Information Classification: General 17


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STATE STREET GLOBAL ADVISORS 023.De Minimis Transactions De Minimis transactions are subject to the pre-clearance and reporting requirements of the Code; and must follow all holding period and Restricted List requirements of this Code. However, there is a limited exclusion applied for De Minimis transactions in that they are not subject to the Open Order Rule or the Blackout Rule as described above. This exclusion exists because of the breadth and frequency with which securities are being traded across all of the portfolios of the Firm, which would effectively prohibit almost all equity trading by Investment Persons. A “De Minimis transaction” is a personal trade that meets one of the following conditions: A single transaction in a security with a value equal to or less than US $5,000 (or the local country equivalent) or multiple transactions in a security within a five business day window that have an aggregate value equal to or less than US $5,000. De Minimis Transaction Examples: (All values are in US Dollars) Status De minimis De minimis NOT de minimis NOT de minimis Transaction(s) Day One: Buy $5,000 of ABC, Inc. Day One: Sell $1,000 of XYZ Corp. Day Two: Sell $3,000 of XYZ Corp. Day Four: Sell $800 of XYZ Corp. Day One: Buy $4,500 of PQR, Inc. Day Three: Buy $1,000 of PQR, Inc. Day One: Sell $1,000 of Acme Corp. Day Two: Sell $3,000 of Acme Corp. Day Three: Sell $1,500 of Acme Corp.Notes No subsequent transactions in the following five business days Within five business days, less than $5,000 worth of XYZ Corp. is sold; all transactions in the aggregate is under the de minimis threshold Day Three transaction is not considered de minimis, as it brings the total for the five business day window over $5,000 Day Three transaction is not considered de minimis, as it brings the total for the five business day window over $5,000 StarCompliance will calculate whether a transaction meets the De Minimis thresholds and will take this into account when determining whether to approve or deny a personal trade. 024.Additional Requirements for Fundamental Equity Investment Persons Investment Persons on Fundamental Equity Teams are required to obtain the respective Asset Class CIO’s approval before transacting in single name equities and securities that can convert to single name equities for their personal accounts, including but not limited to transactions in stock, preferred stock, warrants, and any security convertible to an equity. This additional preapproval requirement includes the purchase of new positions and purchase of additional shares of existing positions, with the exception of dividend reinvestments and other involuntary corporate actions. With prior approval from the Conduct Risk Management Team, exceptions from the additional preapproval requirement may be allowed for Fully Managed Accounts. Prior approval can also be requested to transact in securities directly through an employer stock plan or employer stock options, or in circumstances of hardship. Pre-approvals provided by Asset-Class CIOs will be effected after a trade pre-clearance request has been approved in StarCompliance. Upon receipt of the StarCompliance approval email, the employee shall forward the approval to the appropriate CIO and cc GA_Compliance_CIO_CodeReview. The employee shall provide the Asset Class CIO with any relevant information regarding the trade request. The CIO will review the request and “reply all” when approving or denying the request. Employees may not trade if the request has been denied by Conduct Risk Management Team via StarCompliance or by the CIO. Pre-approvals provided by Asset-Class CIOs expire at the same time and date noted on the StarCompliance pre-approval. Information Classification: General 18


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STATE STREET GLOBAL ADVISORS Administration and Enforcement of the Code The Code of Ethics is administered by the Conduct Risk Management Team and reviewed and approved by State Street Global Advisors’ Global Operations and Compliance Committee. Violations of the Code are subject to consideration under the conduct standards framework and the State Street Conduct Standards Policy. 025. Distribution of the Code Each new Covered Person will be given a copy of the Code. Each new employee’s offer letter will include a statement advising the individual that he/she will be subject to the Code if he/she accepts the offer or employment. If, outside the US due to local employment practices it is necessary to modify this approach, then the offer letters will be revised in accordance with local law. 026.Applicability of the Code of Ethics’ Provisions The Conduct Risk Management Team has the discretion to determine that the provisions of the Code do not apply to a specific transaction or activity and may exempt any transaction from one or more trading prohibitions. The Conduct Risk Management Team will review applicable facts and circumstances of such situations, such as specific legal requirements, contractual obligations or financial hardship. Any Covered Person who would like such consideration must submit a request in writing to the Conduct Risk Management Team. Further, all granted exemptions must be in writing. 027. Review of Reports The Conduct Risk Management Team shall review and monitor reports filed by Covered Persons. Covered Persons and their supervisors may or may not be notified of the Conduct Risk Management Team’s review. 028. Violations and Sanctions Any potential employee conduct issues related to the provisions of the Code may be investigated. If a determination is made that an employee conduct issue occurred, the issue will be addressed under the State Street Conduct Standards Policy. Where consistent with applicable law, and among other appropriate sanctions that should be considered, sanctions may include a requirement to disgorge an amount equivalent to profits earned or losses avoided as a result of personal trading made in egregious violation of the Code. Material violations will be reported promptly to the respective Firm Committees, boards of trustees/managers of the Reportable Funds or relevant committees of the boards and, when relevant, impacted clients. Please see Appendix D for additional regional requirements. 029. Amendments and Committee Procedures The Global Operations and Compliance Committee (“the Committee”) will review and approve the Code, including appendices and exhibits, and any amendments thereto. The Committee may, from time to time, amend the Code and any appendices and exhibits to the Code to reflect updated business practice or changes in applicable law and regulation. In addition, the Committee, or its designee, shall submit any material amendments to this Code to the respective boards of trustees/managers of the Reportable Funds, or their designee(s), for ratification no later than six months after adoption of the material change. 030.Recordkeeping The Conduct Risk Management Team shall maintain records in accordance with the requirements set forth in applicable securities laws.1. 1 In the US, recordkeeping requirements for code of ethics are set forth in Rule 17j-1 of the Investment Company Act of 1940 and Rule 204-2 of the Investment Advisers Act of 1940. Information Classification: General 19


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STATE STREET GLOBAL ADVISORS Appendix A Terms and Definitions These definitions are designed to help you, as a Covered Person, understand and apply the Code. These definitions are integral and a proper comprehension of them is necessary to comply with the Code. Please contact the Conduct Risk Management Team (ethics@statestreet.com) if you have any questions. Covered Person employees of the Firm, including full-time and part-time, exempt and non-exempt employees (where applicable); officers of the Funds who are not employed by the Firm; and other such persons as designated by the Conduct Risk Management Team. Covered Person also includes certain designated contingent workers engaged at the Firm, including but not limited to consultants, contractors, and temporary help, as well as an employee of another business unit with access to Firm data such as non-public information regarding any client’s purchase or sale of securities, non-public information regarding any client’s portfolio holdings, or non-public securities recommendations made to clients (SSGS APAC, corporate functions, etc.). Covered Persons are subject to the provisions of this Code. The personal trading requirements of the Code also apply to related persons of Covered Persons, such as spouses, domestic partners, minor children, adult children and other relatives living in the Covered Person’s household, as well as other persons designated as a Covered Person by the CCO or the Conduct Risk Management Team, or their designee(s). 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. This includes a dividend reinvestment plan and some payroll or employer contributions to retirement plans. Brokerage Account means an account with a financial institution in which the account owner can hold or trade a wide variety of securities and exercises brokerage capabilities. Covered Persons should contact their financial institution(s) to verify whether or not their account(s) can hold Covered Securities. Covered Securities are those securities subject to certain provisions of the Code. See Appendix C—“Guide: Requirements by Security Types.” Contract for Difference (“CFD”) a financial derivative, a contract between two parties typically described as “buyer” and “seller”, stipulating that the seller will pay to the buyer the difference between the current value of an asset and its value at contract time. If the difference is negative, then the buyer pays instead to the seller. CFD allows investors to take advantage of prices moving up (long positions) or prices moving down (short positions) on underlying financial instruments and are often used to speculate on those markets. Employees Incentive Awards means Firm Performance Equity Plan (“PEP”) Awards in State Street Corporation (“STT”) stock, Deferred Stock Awards (“DSAs”), Restricted Stock Awards (“RSAs”), STT stock options which are granted to employees, and any other awards that are convertible into or otherwise based on STT common stock. Fully Managed Account (also known as Discretionary Account) means an account Beneficially Owned by you or your Related Persons in which you or your Related Persons have ceded all direct control, influence, and approval, and have contractually assigned responsibility for the timing and nature of all trades Information Classification: General 20


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STATE STREET GLOBAL ADVISORS and all day-to-day investment management decisions to an independent party. For the purpose of this Policy, the Conduct Risk Management Team is required to approve in advance account arrangements qualifying as Fully Managed Accounts. Private Transaction means a securities offering that is executed outside of a recognized securities exchange. Examples of private transactions include private placements, co-operative investments in real estate, commingled investment vehicles such as hedge funds, investments in family owned or privately held businesses, private company shares, and Initial Coin or Token Offerings promoted by a Decentralized Autonomous Organization (“DAO”)2 where there is investment in a venture or project for expectation of profit. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements. Please see Appendix D for regional definitions of Private Placement in France and Italy. Reportable Fund means any commingled investment vehicle (except money market funds), or Exchange Traded Note (“ETN”) for which the Firm act as investment advisor, sub-advisor, principal underwriter, or marketing agent. Selling Short is the practice of selling a stock that is not currently owned, while simultaneously borrowing the shares from a lending party and delivering the borrowed shares to the buyer. State Street Global Advisors Compliance Department means all global Firm compliance staff, including those in local offices, in charge of ensuring compliance with the laws and regulations in force worldwide and who report up to the Chief Compliance Officer of the Firm. Spread Betting is any of various types of wagering, such as on sports, financial instruments or house prices for example, on the outcome of an event where the pay-off is based on the accuracy of the wager, rather than a simple “win or lose” outcome. As an example, spread betting on a stock allows the investor to speculate on the price movement of the stock. 2 A “virtual” organization embodied in computer code and executed on a distributed ledger of blockchain. Information Classification: General 21


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STATE STREET GLOBAL ADVISORS Appendix B Beneficial Ownership of Accounts and Securities A Beneficially Owned Account is: An account where the Covered Person enjoys the benefits of ownership (even if title is held in another name); and/or An account where the Covered Person either directly or indirectly, has investment control or the power to vote or influence the transaction decisions of the account. The Code’s provisions apply to accounts beneficially owned by the Covered Person, as well as accounts under direct or indirect influence or control of the Covered Person. Generally, an individual is considered to be a beneficial owner of accounts or securities when the individual has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that an individual has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to: Accounts and securities held by immediate family members sharing the same household; Securities held in trust (certain restrictions may apply); and A right to acquire Covered Securities through the exercise or conversion of any derivative security, whether or not presently exercisable. Practical Application If an adult child is living with his or her parents: If the child is living in the parents’ house, but does not financially support the parent, the parents’ accounts and securities are not beneficially owned by the child. If the child works for the Firm and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code, with the exception of UGMA/UTMA, or similar types of accounts, which are legally owned by the child. If one or both parents work for the Firm, and the child is supported by the parent(s), the child’s accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child’s accounts and securities. Co-habitation (domestic partnership or PACS): Domestic partnerships or PACS are generally considered to be permanent, committed arrangements. Accounts where the Covered Person is a joint owner are subject to the Code. If the Covered Person contributes to the maintenance of the household and the financial support of the partner, the partner’s accounts and securities are beneficially owned by the Covered Person and are therefore subject to the Code. Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another’s accounts and securities. UGMA/UTMA and similar types of accounts: If the Covered Person or the Covered Person’s spouse or other Covered family member is the custodian for a minor child, the account is beneficially owned by the Covered Person. If someone other than the Covered Person, or the Covered Person’s spouse or other Covered family member, is the custodian for the Covered Person’s minor child, the account is not beneficially owned by the Covered Person. If a Covered Person is the minor/beneficiary of the account, the account is a Reportable Account. Information Classification: General 22


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STATE STREET GLOBAL ADVISORS Transfer on Death accounts (“TOD accounts”): TOD accounts where the Covered Person receives the interest of the account upon death of the account owner are not beneficially owned by the Covered Person until the account transfer occurs (this particular account registration is not common). Trusts If the Covered Person is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity reporting requirements and generally will be subject to a case-by-case review for Code applicability. If the Covered Person is a beneficiary and does not share investment control with a trustee, the Covered Person is not a beneficial owner until the Trust assets are distributed. If a Covered Person is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Covered Person. If the Covered Person is a trustee and a beneficiary, the trust is beneficially owned by the Covered Person. If the Covered Person is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Covered Person. If the Covered Person is a settler of a revocable trust, the trust is beneficially owned by the Covered Person. If the Covered Person’s spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code. College age children: If a Covered Person has a child in college and still claims the child as a dependent for tax purposes, the Covered Person is a beneficial owner of the child’s accounts and securities. Powers of Attorney: If a Covered Person has been granted durable or conditional power of attorney over an account, the Covered Person is not the beneficial owner of the account until such time as the power of attorney is exercised. If a Covered Person has been granted full power of attorney over an account, the account is a Reportable Account. Beneficial ownership runs until revocation/termination of the power of attorney. Information Classification: General 23


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STATE STREET GLOBAL ADVISORS Appendix C Guide: Requirements by Security Types This list is not all inclusive and may be updated from time to time. Contact the Conduct Risk Management Team for additional guidance as needed. Security Type Covered Security? Pre-clear? Short-Term Profit Prohibition? Equities Equity securities (publicly traded) Yes Yes Yes State Street stock (STT) Yes Yes Yes Funds Exchange-traded funds (ETFs) and exchange-traded notes (ETNs) Yes Yes No* REITs (publicly traded real estate investment trusts) Yes Yes Yes Money market mutual funds No No No Open-end mutual funds, UCITs, SICAVs, unlisted managed investment schemes not advised or sub-advised by the Firm No No No Open-end mutual funds advised and sub-advised by the Firm (except Firm’s proprietary Money Market funds) Yes Yes Yes** All closed-end mutual funds (also known as investment trusts in U.K. and listed investment companies in Australia) Yes Yes Yes Venture Capital Trusts (VCTs) Yes Yes Yes Bonds Corporate bonds (including high yield bonds) Yes Yes Yes Municipal bonds (including high yield bonds) Yes Yes Yes * Except the actively managed ETFs where the Investment Solutions Group or Global Fiduciary Solutions teams are prohibited from buying and selling or selling and buying actively-managed Firm ETFs within 60 days ** Covered Persons are subject to the same policies prohibiting excessive trading that apply to all shareholders in Reportable Funds. These policies, as described in the Reportable Funds’ prospectuses, are subject to change. Information Classification: General 24


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STATE STREET GLOBAL ADVISORS Security Type Covered Security? Pre-clear? Short-Term Profit Prohibition? Bonds (continued) US Treasury securities and other direct obligations backed by the full faith and credit of the US Government or other sovereign government or supranational agencies No No No US Agency securities, such as FHLMC and FNMA, and other debt obligations not backed by the full faith and credit of the US Government or other sovereign government or supranational agencies Yes Yes Yes Other Money market instruments: High quality short-term debt instruments, cash, bankers acceptances, certificates of deposit (“CDs”), commercial paper, repurchase agreements No No No Transactions in Employer Stock Ownership Programs (“ESOPs”) and automatic investments in programs where the investment decisions are non-discretionary after the initial selections by the account owner Yes Yes* Yes Crypto-currency or digital currency No No No Hedge Funds and other Private Placements Yes Yes* Yes Fixed insurance products No No No Educational Savings Plans (such as IRC Section 529 plans) which only allow unaffiliated collective investment schemes No No No Voluntary rights, warrants or tender offers Yes Yes Yes Company Stock Options received from State Street or a former employer Yes Yes No Options (other than Company Stock Options received from employer) Not permitted under the Code *The initial selection and any change in selection must be pre-cleared. *You must submit a completed Private Transaction Request Form to Conduct Risk Management Team for approval before participating and before entering a PTAF to either buy or sell. Information Classification: General 25


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STATE STREET GLOBAL ADVISORS Futures Not permitted under the Code Contract for Difference (“CFD”) and Spread Bets Not permitted under the Code Information Classification: General 26


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STATE STREET GLOBAL ADVISORS Appendix D Country Specific Requirements Australia Additional Blackout Period From time to time the Responsible Entity (“RE”) of the Australian domiciled Exchange Traded Funds (ETFs) may determine certain Covered Persons could be in possession of material, non-public information relating to one or more ETFs for which State Street Global Advisors, Australia, Limited is the investment advisor, and request a blackout period covering the securities be implemented, whether due to consideration of Australian Securities Exchange listing rules, the insider trading provisions of the Corporations Act 2001 or similar. Typically this may occur during the two weeks prior to the public announcement of income distributions for an ETF. Upon receipt of a request from the RE, the Conduct Risk Management Team, or their designee, will review the request and may initiate a blackout period over the relevant ETFs on such terms as are deemed appropriate. Covered Persons to whom a blackout period applies will be advised of the commencement, duration and other specifics of any such blackout period. Any trading in contravention of the blackout period will be treated as an employee conduct issue. United Kingdom The U.K. Financial Conduct Authority (“FCA”) rules on personal account dealing are contained in the FCA Conduct of Business Sourcebook (“COBS”). Under COBS, State Street Global Advisors Limited must take reasonable steps to ensure that any investment activities conducted by Covered Persons do not conflict with the firms duties to its customers. In ensuring this is, and continues to be, the case, the Advisors must ensure they have in place processes and procedures which enable them to identify and record any Covered Person transactions and permission to continue with any transaction is only given where the requirements of COBS are met. France At the date of this Code, Covered Persons of State Street Global Advisors France are required in France to comply, in addition to the Code, with the following provisions: Laws and Regulations The Monetary and Financial Code, and in the particular the rules of good conduct provided in Articles L.533-10 of the Monetary and Financial Code; The General Regulation of the Financial Markets Authority, and in particular the organizational and good conduct rules provided in Book III of this Regulation; Instructions, recommendations and decisions issued as the case may be by the French Markets Authority. Policies and Procedures Issued Locally by State Street Global Advisors France Provisions of the Internal Regulation, as updated on July 1, 2011 Further, as indicated in the Code, certain sections of the Code are not applicable in France, or are applicable in a modified version set forth below. References are to section headings used in the Code. Information Classification: General 27


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STATE STREET GLOBAL ADVISORS Private Placement In France, a Private Placement means a securities offering that is exempt from registration or which is not subject to the obligation to publish a prospectus under certain relevant provisions of French law and regulation and/or similar laws of jurisdictions outside of France (if you are unsure whether the securities are issued in a private placement, you must consult with the Conduct Risk Management Team). In France, the rules relating to Private Placements are set forth in Articles L.411-2 and D.411-1 et seq. of the Monetary and Financial Code. Discretionary Account In France, the requirements of the Code shall not apply to personal transactions entered into under a Discretionary Account management service where there is no prior communication in connection with the transaction between the portfolio manager and the Covered Person. Reporting Violations If a Covered Person in France has reason to believe that a violation of law or regulations relating to internal control procedures in the financial, accounting, banking or anti-corruption areas or that a violation of an interest vital to State Street Global Advisors France or of the physical or moral integrity of its Covered Persons has been committed, he/she is encouraged to notify the Conduct Risk Management Team so that State Street Global Advisors France may carefully examine the facts and take corrective measures. Covered Persons may identify themselves in order to allow State Street Global Advisors France to obtain a complete report on the relevant facts as rapidly as possible. Nonetheless, if circumstances require, Covered Persons may communicate the facts anonymously. The information furnished to the company by a Covered Person believing in good faith that his/her action is necessary to protect State Street Global Advisors France from illegal or inappropriate behavior will be treated in a strictly confidential and secure manner to the extent allowed by law. Any person reporting violations, as identified within the framework of the procedure, will have a right to access, obtain further information, and if applicable, object to and correct the data regarding him/her. State Street Global Advisors France will not take any sanctions or retaliatory measures against a Covered Person for reporting suspected violations in good faith. Failure to report will not give rise to any consequences for Covered Persons. However, an abusive use of the reporting procedure may in certain cases expose a Covered Person to sanctions. Violations and Sanctions Any potential employee conduct issues related to the provisions of the Code or related policies by Covered Persons in France will be investigated by the Conduct Risk Management Team. Covered Persons are invited to review the list of misconduct which may, among other violations, give rise to the disciplinary sanctions contemplated by State Street Global Advisors France’s Internal Regulation. If a determination is made that an employee conduct issue has occurred, the issue will be addressed under the State Street Conduct Standards Policy and enforcement actions, modified where necessary per Internal Regulation, may be imposed by the employer, State Street Global Advisors France. Material violations will be reported promptly to the respective Firm Committees, boards of trustees/managers of the Reportable Funds or relevant committees of the boards and related clients. In France, all sanctions will be notified in writing to the employee concerned, indicating the grounds for the sanction. Information Classification: General 28


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STATE STREET GLOBAL ADVISORS Prior to any sanction affecting the duties, career, remuneration or presence of the employee, the following procedure will be implemented: The employee will be convened to a prior meeting within the two-month period described in Article L.1332-4 of the Labor Code, by registered letter or by hand delivery against receipt. This letter will state the purpose for the convocation and will indicate the date, place and time of the meeting, as well as the possibility for the employee to be assisted by a person of his/her choice from a list which can be consulted at the town hall of State Street Global Advisors, Defense Plaza, 23-25 rue Delariviere-Lefoullon, 92064 Paris La Defense Cedex and/or the town hall of the employee’s domicile (if the employee’s domicile is located in the same department as the offices of State Street Global Advisors France), or at the Labor Inspectorate located at State Street Global Advisors, Defense Plaza, 23-25 rue Delariviere-Lefoullon, 92064 Paris La Defense Cedex. A preliminary meeting will be held during which the facts relating to the employee’s alleged misconduct will be presented to the employee and to the person assisting the employee and at which the employee’s explanations will be obtained. As the case may be depending on the explanations given, a sanction letter will be sent by registered post, return receipt requested, at the earliest one full day and at the latest one month after the meeting. This letter should set forth the grounds for the sanction. When the behavior of an employee renders such actions indispensable, conservatory measures may be taken prior to implementing the procedure described above. No sanction may be taken until the procedure has been completed. Publicity and Entry into Force This Code, which has been filed in France with the secretariat of the clerk of the Labor Court of State Street Global Advisors, Defense Plaza, 23-25 rue Delariviere-Lefoullon, 92064 Paris La Defense Cedex and posted in compliance with the provisions of Articles R.1321-1 and R.1321-2 of the Labor Code, entered into force on December 1, 2009. It will be provided to all Covered Persons and other relevant persons at the time of hire or arrival on the premises of State Street Global Advisors France. Material modifications and additions to these internal rules shall be subject to the same consultation, communication and publicity procedures. The Code has been previously submitted to the Labor Inspectorate, and is displayed on State Street Global Advisors France’s premises. Germany The German rules on personal account dealing are contained in the Securities Trading Act and specified in more detail by the BaFin circular 4/2010 (WA) MaComp “Minimum Requirements for the Compliance Function and Additional Requirements Governing Rules of Conduct, Organisation and Transparency pursuant to Sections 31 et seq. of the Securities Trading Act (Wertpapierhandelsgesetz—WpHG) for Investment Services Enterprises.” Information Classification: General 29


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STATE STREET GLOBAL ADVISORS Italy At the date of this Code, the Firm’s Covered Persons are required in Italy to comply, in addition to the Code, with the following provisions: Laws and regulations Legislative Decree No. 58 of 24 February 1998, as amended (the “Italian Financial Act”), containing, inter alia, general provisions concerning investment services; Legislative Decree No. 231 of 21 November 2007, as amended (the “Anti-money Laundering Act”), containing, inter alia, the duty to identify each client and subsequently record his data, as well as to keep a unified electronic archive and to notify any suspect transactions; Regulation No.16190 of 29 October 2007, adopted by CONSOB (the “Intermediaries Regulation”), with reference to the investment services and the financial activities carried out in Italy; Instructions containing information duties and statistical reporting requirements, recommendations and decisions issued as the case may be by any Italian supervisory authorities, including CONSOB and the Bank of Italy. Further, as indicated in the Code, certain sections of the Code are not applicable in Italy, or are applicable in a modified version set forth below. References are to section headings used in the Code. Statement of General Fiduciary Principles Please note that in Italy, the Code does not necessarily apply to transactions of family members or persons in a similar relationship to you. Rather, the Code applies to your personal transactions and related activities, and any transactions of which you are a direct or indirect beneficiary. Covered Person In Italy, a Covered Person includes employees of the Advisors, including full-time and part-time, exempt and non-exempt employees (where applicable), and other such persons as designated by the Conduct Risk Management Team. Covered Person also includes certain designated contingent workers engaged at the Firm, including but not limited to consultants, contractors, and temporary help. Covered Persons are subject to the provisions of this Code. Persons related to an employee or a contingent worker, such as spouses, children and other relatives living in the employee’s or the contingent worker’s household are not covered by the Code, except to the extent the employee or the contingent worker is a direct or indirect beneficiary of transactions entered into by such persons. Private Placement In Italy, a Private Placement means a securities offering that is exempt from registration or which is not subject to the obligation to publish a prospectus under certain relevant provisions of Italian law and regulation and/or similar laws of jurisdictions outside of Italy (if you are unsure whether the securities are issued in a private placement, you must consult with the Conduct Risk Management Team). In Italy, the rules relating to Private Placements are set forth in Article 100 of the Italian Financial Act, as implemented by CONSOB. Reporting Violations If a Covered Person in Italy has reason to believe that a violation of law or regulations relating to internal control procedures in the financial, accounting, banking or anti-corruption areas or that an employee conduct issue of an interest vital to the Firm or of the physical or moral integrity of its Covered Persons has been committed, he/she is encouraged to notify the Conduct Risk Management Team so that the Firm may carefully examine the facts and the Conduct Risk Management Team may take corrective measures. Information Classification: General 30


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STATE STREET GLOBAL ADVISORS Covered Persons should identify themselves in order to allow the Firm to obtain a complete report on the relevant facts as rapidly as possible. Nonetheless, if circumstances require, Covered Persons may communicate the facts anonymously. The Italian branch of the Firm will not take any sanctions or retaliatory measures against a Covered Person for reporting suspected employee conduct issues in good faith. Failure to report will not give rise to any consequences for employees. However, an abusive use of the reporting procedure may in certain cases expose a Covered Person to sanctions. Certification of Receipt and Compliance with the Code With reference to Italy, further to the provisions set forth under the Code, the following shall apply: the Code is displayed on the premises of the Italian branch of the Firm and constitutes an integral part of its disciplinary code. Violations and Sanctions The requirements of this Code have a binding value vis-à-vis the Covered Persons of the Italian branch of the Firm and are to be considered in addition to the provisions contained in the disciplinary code in force within the Italian branch of the Firm. Any potential violation of the provisions of the Code or related policies by Covered Persons in Italy will be investigated by the Conduct Risk Management Team. Violations of the Code are reported to the EMG. If a determination is made that an employee conduct issue has occurred, a sanction may be imposed in accordance with the State Street Conduct Standards Policy and pursuant to the rules established by Italian Law and by the applicable national collective bargaining agreement. As discussed in the State Street Conduct Standards Policy, enforcement shall be differentiated and graduated based on the seriousness of the individual breaches, taking into consideration the objective circumstances, the intentionality, the existence of justifications, the recidivism and the possible repetition of the conducts concerned. Enforcement may also apply to any supervisor who directs or approves such actions, or has knowledge of them and does not promptly correct them. Conduct which violates this Code may also violate laws and therefore subject the offending Covered Person to civil and criminal liabilities as well. The Firm may also be subject to prosecution and fines for the conduct of its employees. Reimbursement of losses of damages deriving from any breach of this Code will be requested to the employees according to the procedures set forth by the applicable national collective bargaining agreement. In Italy, prior to inflict to employee any sanction deriving from possible violations of this Code, the specific disciplinary procedure provided for by Law. No. 300/1970 (the so called “Workers’ Statute”) shall be implemented. In particular, the Conduct Risk Management Teamshall notify in writing to the employee concerned the facts relating to the alleged misconduct and shall ask the employee concerned to furnish his/her justifications within 5 days from the receipt of such disciplinary letter. The disciplinary sanction, if any, shall be adopted following the 5-days’ term granted to the employee to render his/her justifications. The disciplinary sanctions shall be proportional to the employee’s behaviour in breach. Information Classification: General 31


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STATE STREET GLOBAL ADVISORS Japan Holding Period Covered Persons in Japan are subject to a minimum holding period of 6 months regardless of whether a transaction would result in the Covered Person realizing a loss or profit. (Section V. B. Short—Term Trading) This requirement applies to equities, equity warrants, convertible bonds and other equity related products, and does not apply to ETFs, mutual funds, and non-convertible bonds. All Countries Personal Data Refer to the Global Privacy and Personal Data Protection Standard (Standard) for the minimum requirements on how to handle and protect personal data in all jurisdictions in which State Street operates. Also reference the regional addenda to the Standard for any laws of a specific country that may require additional privacy or data protection measures. Appendix E Contacts Questions or Concerns about Policies or Situations: The Conduct Risk Management Team (ethics@statestreet.com) Actual or Possible Violations of Policy: The Conduct Risk Management Team (ethics@statestreet.com) Speak Up Line https://secure.ethicspoint.com/domain/media/en/gui/55139/index.html Appendix F Code of Ethics Reporting Requirements Report Frequency Requirements Notes Initial Holdings Report Once; completed after becoming Covered Person Disclose all Reportable Accounts and Holdings in StarCompliance (See Page 8) Remember to set up duplicate statements and confirmations from your broker, if necessary (See 005. Duplicate Statements and Confirms on Page 8). Annual Holdings Report Annually in January Ensure all holdings in Covered Securities (See Appendix C) are correctly reflected in StarCompliance. This includes updating holdings to account for involuntary transactions that have occurred, such as mergers, stock splits, and other corporate actions. You are responsible for ensuring the data in this report is accurate. If you hold an account at an Approved Broker and holdings data is fed to StarCompliance (See 006. Maintain Accounts with Approved Brokers), you must still review the data on the report for accuracy.Quarterly Transaction Report Quarterly Ensure all Reportable Transactions for the quarter are correctly reflected in StarCompliance. Transactions in accounts previously approved by the Conduct Risk You are responsible for ensuring the data in this report is accurate. If you hold an account at an Approved Broker and holdings data is fed to StarCompliance (See 006. Maintain Accounts with Approved Brokers), you must still review the data on the report for accuracy. Information Classification: General 32


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STATE STREET GLOBAL ADVISORS Report Frequency Requirements Notes Ad Hoc Holdings Report Ad hoc Marriage, new children, inheritance, and financial planning activities may cause accounts and holdings to be opened or associated to you. Management Team as Fully Managed Accounts or Automatic Investment Plans are not Reportable Transactions. Disclose any newly opened or newly associated Reportable Accounts and Holdings in StarCompliance within 30 days of opening or association. Remember to set up Duplicate Statements and Confirms (See 005. Duplicate Statements and Confirms on Page 8). Appendix G Code of Ethics FAQs The Conduct Risk Management Team has additional FAQ and How-To documents related to using Star and completing required reporting (e.g., Initial and Annual Holdings Reports) available on StarCompliance. I work in the United States. Do I have to report my State Street 401(k)? No, you are not required to disclose your State Street 401(k) at this time unless you have chosen to participate in the linked brokerage account option, in which case the linked brokerage account, and the holdings in the account, do need to be reported. 401(k) and other self-invested workplace pension accounts are reportable where you or your Covered Persons have investment discretion beyond that of allocating a monthly value to a specific risk profile or sector, or selecting from a limited number of pre-selected funds. However, if you have activated the Brokerage Link feature for your 401(k), you must report that account and ensure that all transactions and holdings are reflected accurately in Quarterly Transaction Reports and Annual Holdings Reports, respectively. My spouse (or I) has a company- or government-sponsored retirement plan (such as a 401(k) in the US, or a superannuation plan in Australia). How do I determine what accounts, holdings, and transactions must be disclosed and pre-cleared? Due to the wide variety of plans available globally, it’s important to check with the Conduct Risk Management Team if you have any questions about how this applies to you. Accounts If the account or plan currently holds Covered Securities (see Appendix C), you must disclose the account. Retirement plans usually have a “line up” of available investments from which the account owner can choose; if there is a Covered Security in the lineup of available investments, but you do not currently invest in Covered Securities, you are not required to disclose the account. If at any point, your retirement plan invests in Covered Securities, you must disclose the account, the holdings in Covered Securities, and the Transactions in Covered Securities, as described below. Information Classification: General 33


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STATE STREET GLOBAL ADVISORS Holdings You must disclose any holdings in Covered Securities (see Appendix C). Transactions Usually, transactions in a retirement plan you are actively participating in fall under the Automatic Investment Plan definition (see Appendix A) and are treated as such. However, you must pre-clear and disclose any transactions over which you exercised discretion. For example, the following types of transactions must be pre-cleared and disclosed: A change in future investment allocations in Covered Securities, such as increasing your automatic payroll investment in Security XYX from 15% to 20%. Note: only the initial change must be pre-cleared and reported. Re-allocating your existing holdings in Covered Securities, such as changing your portfolio from 50% Security XYZ and 50% Security ABC to 75% Security XYZ and 25% Security ABC. If you or your Covered Person are automatically enrolled in a plan with default investment percentages (e.g., 7% of salary) and investment options, any transactions made as a result of your automatic enrollment are not subject to disclosure or pre-clearance. I have an account with an Approved or Preferred Broker which feeds my transactions to Star. Can you tell me what I have to do with regards to pre-clearance and reporting whenever I make personal trades? In order to ensure your trades are properly pre-cleared and reported, make sure that you: (1) Pre-clear the trade by submitting a Trade Request in StarCompliance. Trade Requests: Must be for the correct security, account, and trade direction (buy vs. sell). Must be for at least the amount of shares that you plan on trading. You may always trade fewer shares than you were approved for, but you may not trade more. (2) Are valid only for the day they are approved. Wait for the result (Approved or Denied) from Star before trading. You’ll typically receive the result within seconds on screen and will receive an email with the results. Trade Request approvals are valid only for the day they are approved. Make note of the expiration time and date for any approved Trade Request. (3) Ensure your transactions are accurately reflected in Star. You are required to do this on a quarterly basis (known as the Quarterly Transactions Report), but many people find it easier to compare their transactions in Star with their broker’s records (e.g., a statement or trade confirmations) more frequently. When you submit your Quarterly Transactions Report, it must accurately reflect all Reportable Transactions for the quarter. The Approved Broker feeds are tools to help keep accurate records in Star; you are responsible for the accuracy of the data in your Code of Ethics reports. My account is not with an Approved Broker. Can you tell me what I have to do with regards to pre-clearance and reporting whenever I make personal trades? In order to ensure your trades are properly pre-cleared and reported, make sure that you: Information Classification: General 34


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STATE STREET GLOBAL ADVISORS (1) Pre-clear the trade by submitting a Trade Request in StarCompliance. Trade Requests: Must be for the correct security, account, and trade direction (buy vs. sell). Must be for at least the amount of shares that you plan on trading. You may always trade fewer shares than you were approved for, but you may not trade more. Are valid only for the day they are approved. (2) Wait for the result (Approved or Denied) from Star before trading. You’ll typically receive the result within seconds on screen and will receive an email with the results. Trade Request approvals are valid only for the day they are approved. Make note of any expiration time and date for any approved Trade Request. (3) Ensure your transactions are accurately reflected in Star. You are required to do this on a quarterly basis (known as the Quarterly Transactions Report), but many people find it easier to use the StarCompliance “Execute” function after they trade. The StarCompliance User Guide provides step-by-step instructions. When you submit your Quarterly Transactions Report, it must accurately reflect all Reportable Transactions for the quarter. Information Classification: General 35


Code of Ethics of Invesco, revised 1/2021

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Exhibit (p)(16)

CODE OF ETHICS AND PERSONAL TRADING POLICY FOR NORTH AMERICA

 

Applicable To

  

•   All Covered Persons (as defined below)

•   All entities listed on Exhibit A (collectively, “Invesco NA”)

Departments Impacted

   Global Ethics Office (‘GEO’)

Risk Addressed by Policy

   Clients are harmed because of a Covered Person’s conflict of interest, violation of fiduciary duties or fraudulent/deceptive personal trading activities.

Relevant Law & Related Resources

  

•   Rule 17j-1 under the Investment Company Act (“Rule 17j-1”)

•   Rule 204A-1 under the Investment Advisers Act (“Rule 204A-1”)

•   Ontario Securities Commission: National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”)

Approved By

  

•   Invesco Mutual Funds Board: January 2021

•   Invesco ETF Board: January 2021

•   Invesco Canada Limited (“ICL”) Board: January 2021

Effective Date

   January 2021

GLOSSARY

 

I.

BACKGROUND.

This Code of Ethics and Personal Trading Policy for North America (the “Code”) requires that Covered Persons (as defined below) adhere to high standards of ethical conduct and act with integrity in accordance with their fiduciary duties. The Code is intended to comply with the requirements of Rule 204A-1, Rule 17j-1 and NI 31-103.

Rule 204A-1 and Rule 17j-1 require, among other things, the adoption and enforcement of a written code of ethics that:

 

   

sets forth required standards of business conduct and reflects the fiduciary duty owed to clients;

 

   

requires Employees to conduct themselves in compliance with applicable laws and regulations;

 

   

prohibits conduct that constitutes fraud, deceit or any other manipulative practice with respect to a client; and

 

   

establishes policies and procedures that:

 

   

are reasonably designed to detect and prevent activities which are or could be perceived as violating a fiduciary duty, breaching confidentiality obligations or creating a conflict of interest;

 

   

prohibit the misuse of Material Non-public Information (“MNPI”); and

 

   

address conflicts of interest arising from personal trading activities.

 

1

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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NI 31-103 requires registrants to establish, maintain and apply policies and procedures that establish a system of controls to comply with securities legislation, including, but not limited to, the management of conflicts of interest matters, which may include personal trading activities.

 

II.

STANDARDS OF BUSINESS CONDUCT AND FIDUCIARY DUTIES.

Each Invesco NA Adviser has a fiduciary relationship with respect to each of their Client Accounts. As such, Invesco NA and Covered Persons shall:

 

   

place the interests of clients ahead of their personal interests (or, in the case of Independent Directors/Trustees, the funds they oversee);

 

   

conduct their personal trading in a manner consistent with this Code and other applicable policies to avoid any actual or potential conflicts of interest or any abuse of position of trust and responsibility;

 

   

comply with applicable rules and regulations; and

 

   

keep all MNPI (as defined below) confidential.

Invesco NA and all Covered Persons are prohibited from:

 

   

profiting personally by using MNPI and disclosing MNPI to any person (except as may be permitted by law and in accordance with Invesco’s insider trading policies);

 

   

employing any device, scheme or artifice to defraud any Client Account;

 

   

making an untrue statement of a material fact or omitting to state a material fact to a client that, in light of the circumstances under which they are made, are necessary to make the statement non-misleading;

 

   

engaging in any act, practice or course of business that operates or would operate as a fraud or deceit to a Client Account; or

 

   

engaging in any manipulative practice with respect to a Client Account or securities (including price manipulation).

Invesco NA maintains other compliance policies that may be directly applicable to a Covered Person’s specific responsibilities and duties and that address additional standards of conduct for Employees. These policies are available on the Invesco Ltd. intranet site and include, but are not limited to:

 

•  Global Code of Conduct

•  Global Insider Trading

•  Global Fraud Escalation

•  Global Political Contributions

  

Global Outside Business Activities

Global Gifts and Entertainment

Gifts and Entertainment (U.S)

Gifts and Entertainment (ICL)

Violations of any of the policies listed above may result in increased escalation. For further detail, refer to Section VI. regarding violations and sanctions.

 

2

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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III.

DEFINITIONS.

“Beneficial Interest” or “Beneficial Ownership” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to share at any time in any economic interest or profit derived from ownership of, or a transaction in, a Covered Security.

A Covered Person is deemed to have a Beneficial Interest or Ownership in any:

 

   

Covered Security held in an account registered in the name of the Covered Person or jointly with others (e.g., joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations). For purposes of this definition, controlling means the power to exercise influence over the management or policies of a company, unless such power is solely the result of an official position with the company;

 

   

Covered Security held in an account registered in the name of a Covered Person’s Immediate Family Member, friend or any other third-party for which the Covered Person: (i) acts as trustee, executor, or guardian or provides investment or any other advice; or (ii) has any form of discretion or authority; and

 

   

interest(s) held by the Covered Person in a general or limited partnership or limited liability company.

For questions relating to whether they have Beneficial Interest in a Covered Security: (i) Covered Persons (excluding Independent Directors/Trustees) shall contact the GEO; and (ii) Independent Directors/Trustees shall contact the applicable Chief Compliance Officer.

“Client Account” means an Invesco Fund (with respect to Covered Persons other than Independent Directors/Trustees), a separately managed account, a personal trust or estate, an Employee benefit trust or any other account for which an Invesco NA Adviser provides investment advisory or sub-advisory services. For Independent Directors/Trustees, “Client Account” shall mean the Invesco funds they oversee.

“Compliance Reporting System” means any third party, web-based application utilized by Covered Persons (excluding Independent Directors/Trustees) for personal trading reporting, as required under this Code (e.g., Star Compliance).

“Covered Account” means any account that holds or may hold a Covered Security, such as any:

 

   

account in the Covered Person’s name;

 

   

joint or tenant-in-common account in which the Covered Person has an interest or is a participant;

 

3

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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account for which a Covered Person acts as trustee, executor or custodian; and

 

   

account over which a Covered Person has investment discretion or has the power (whether or not exercised) to direct the acquisition or disposition of Covered Securities (other than a Client Account that the Covered Person manages or over which they have investment discretion). It is presumed that a Covered Person can control accounts held by Immediate Family Members.

“Covered Person” means:

 

   

an Employee;

 

   

any director or officer, or full-time or part-time Employee of an Invesco Ltd. Affiliate who is located in North America and is not otherwise subject to another Invesco Ltd. Affiliate’s code of ethics;

 

   

any Independent Director/Trustee;

 

   

any individual who is not an Employee, but who is conducting business on behalf of an Invesco Ltd. Affiliate and has access to the firm’s internal network systems;

 

   

any person meeting the definition of “Access Person,” as defined in Rule 17j-1 or Rule 204A-1; or

 

   

anyone who, at the discretion of the GEO, is deemed to be a Covered Person subject to the requirements of this Code.

For further clarity, individuals who meet the definition of a Covered Person above and are on a formal leave of absence or garden leave without access to Invesco systems are not considered Covered Persons for the time in which they are on leave.

“Covered Security” means, unless otherwise exempt from the definition as set forth below:

 

   

generally any: (i) investment, instrument, asset or holding (whether publicly or privately traded); (ii) Exchange-Traded Product (as defined below); (iii) closed-end fund; and (iv) option, future, forward contract, listed depositary receipt (e.g., American Depositary Receipt, American Depositary Share, Global Depositary Receipt) or other obligation involving securities, a commodity, or an index thereof (including an instrument whose value is derived or based on any of the above (a “derivative”));

 

   

any Invesco Fund;

 

   

any security or instrument that can be traded by an Invesco Ltd. Affiliate on behalf of a client; and

 

   

any instrument that is convertible or exchangeable into a Covered Security or which confers a right to purchase a Covered Security.

 

4

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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The following securities are exempt from the definition of “Covered Security:

 

   

direct obligations of the U.S. government or Canadian government, or their respective agencies, instrumentalities and government-sponsored enterprises;

 

   

bankers’ acceptances, bank certificates of deposit, commercial paper or high- quality short-term debt instruments (including repurchase agreements);

 

   

shares of unaffiliated open-end mutual funds (including shares of a money market fund or shares of a unit investment trust that invests exclusively in open-end mutual funds);

 

   

any unit investment trust (including those advised or sub-advised by an Invesco NA Adviser). Notwithstanding the foregoing, any shares of any series of the Invesco QQQ Trust or the BLDRS Index Fund Trust shall be considered a Covered Security;

 

   

principal-protected or linked-note investment products;

 

   

in the U.S., certain qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986, as amended (“529 Plans”); or

 

   

physical commodities (including foreign currencies).

“Delegated Discretionary Account” means an account for which a Covered Person has written evidence that decision-making authority has been completely relinquished to a professional money manager who is not an Immediate Family Member or not otherwise subject to this Code and over which the Covered Person has no direct or indirect influence or control. Notwithstanding the foregoing, the Covered Person shall be permitted to establish overall investment objectives and investment guidelines for the manager, such as indicating industries or types of securities in which the Covered Person wishes to invest.

“Designated Broker List” means the list of financial institutions where a Covered Person (excluding Independent Directors/Trustees) may maintain a Covered Account.

“Employee” means an individual who serves as a director or officer of an Invesco NA entity or who is employed on a full-time or part-time basis by an Invesco NA entity or subsidiary thereof. For purposes of this Code, the term Employee also includes the Employee’s Immediate Family Members.

“Exchange-Traded Product” or “ETP” means a security traded on an exchange that tracks an underlying security, index or financial instrument. The term “ETP” includes, among other things, exchange-traded funds (“ETFs”), exchange-traded notes (“ETNs”) and exchange-traded commodities (“ETCs”).

“Global Ethics Office” or “GEO” means the team within Compliance that is responsible for monitoring conflicts in connection with Employee personal trading, political contributions, outside business activities and gifts and entertainment.

 

5

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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“Immediate Family Member” means a Covered Person’s spouse (including a domestic partner or another equivalent), child, stepchild, parent, stepparent, sibling, mother- in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law who share the Covered Person’s household. For questions relating to whether a family member is or should be excluded from this definition: (i) Covered Persons shall contact the GEO; and (ii) Independent Director/Trustees shall contact the applicable Chief Compliance Officer.

“Independent Director/Trustee” means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETF who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETF; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.

“Initial Public Offering” or “IPO” means: (i) any Covered Security which is being offered for the first time on a recognized stock exchange; or (ii) an offering of securities registered under the Securities Act, the issuer of which immediately before such registration was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended or foreign regulatory equivalents thereof.

“Invesco Canada Funds” means the Invesco Funds domiciled in Canada.

“Invesco ETFs” means the series of exchange-traded funds advised by Invesco Capital Management, LLC and registered under the Investment Company Act.

“Invesco Fund” means any pooled investment vehicle or other proprietary investment product advised or sub-advised by an Invesco Ltd. Affiliate. The term Invesco Fund includes Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds.

“Invesco Ltd.” means the company whose shares are publicly traded on the New York Stock Exchange with the ticker symbol “IVZ.” Invesco Ltd. is the parent company of the Invesco Ltd. Affiliates.

“Invesco Ltd. Affiliate” means any direct or indirect subsidiary of Invesco Ltd.

“Invesco Mutual Funds” means the family of open-end and closed-end investment companies advised by Invesco Advisers, Inc. and registered under the Investment Company Act.

 

6

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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“Invesco NA” means, collectively, the entities outlined in Exhibit A.

“Invesco NA Adviser” means, collectively, the SEC-registered investment advisers outlined in Exhibit A.

“Investment Advisers Act” means the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations adopted thereunder.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder.

“Investment Person” generally means a Covered Person (excluding any Independent Directors/Trustees) who:

 

   

as part of their regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities in a Client Account (e.g., portfolio managers, securities analyst or traders); or

 

   

works directly with or is in the same department/investment team as a portfolio manager and is likely to be exposed to sensitive information relating to those Client Accounts for which the portfolio manager has responsibility (including those who serve an administrative function).

“Limited Offering” means an offering of securities that are exempt from registration pursuant to Section 4(2), 4(6), Rules 504, 505 or 506 under the Securities Act (e.g., private placements, private funds and hedge funds).

“MNPI” or “Material Non-public Information” means information not known to the public that may, if disclosed, have a significant impact on the price of a financial instrument and that a reasonable investor would likely consider relevant or important when making an investment decision.

“Restricted List” means the list of issuers for which Covered Persons or an Invesco NA entity may be in possession of MNPI.

“Rights Issue” or “Rights Offer” means a dividend of subscription rights to buy additional securities in a company made to the company’s existing security holders.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations adopted thereunder.

 

7

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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IV.

PERSONAL TRADING REQUIREMENTS.

 

1.

Covered Account Requirements for Covered Persons (excluding Independent Directors/Trustees).

 

   

Covered Accounts held with a broker located in the U.S. or India shall be maintained:

 

   

with a financial institution on the Designated Broker List (which may be accessed via the Compliance Reporting System);

 

   

in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer; or

 

   

for the U.S. only, with any full-service broker-dealer.

 

   

Open-End Invesco Mutual Funds shall be held:

 

   

in an account maintained with a financial institution on the Designated Broker List;

 

   

in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer;

 

   

in the Covered Person’s Invesco 401(k) or Invesco CollegeBound 529 plan; or

 

   

directly with the open-end Invesco Mutual Funds’ transfer agent.

For further clarity, a Covered Person may not purchase or hold Invesco Affiliated Mutual Funds outside of a financial institution on the Designated Broker List or with anyone outside of the requirements above. This requirement does not apply to other securities, such as Invesco ETFs.

 

   

Delegated Discretionary Accounts may be established as long as such account is approved by the GEO before being established and such Covered Person provides a copy of the managed account agreement and other required information to the GEO. Duplicate Statement Requirements as described in Section IV.2 are applicable to Discretionary Accounts that have the ability to invest in Covered Securities.

 

2.

Trade Confirmations and Duplicate Statements for Covered Persons (excluding Independent Directors/Trustees).

Covered Persons shall make certain that trade confirmations and account statements for their Covered Accounts are provided to the GEO or applicable Compliance team through one of the following processes. All Covered Accounts must be reported in Compliance Reporting System before trading begins or upon hire. Statements are not required for accounts that do not meet the Covered Accounts definition, such as accounts that are only able to invest in Unaffiliated Mutual Funds. For further detail, refer to Section IV.1 regarding Covered Account Requirements for Covered Persons and Exhibit B.

 

8

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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Duplicate Statement and Confirmation Requirements Based on Account Type:

 

   

Maintain accounts with a financial institution on the Designated Broker List. These financial institutions provide electronic trade confirmations and statements directly to Compliance.

 

   

Maintain accounts with a full-service broker-dealer. These financial institutions provide duplicate paper statements to Compliance. Covered Persons are required to ensure that Invesco Compliance is listed as an interested party on the account and is receiving duplicate statements and confirmations as applicable.

 

   

All other Covered Accounts (e.g. external retirement plans, stock plans through third-party administrators): Covered Persons shall direct their financial institution to submit statements and confirmations to the GEO. If the financial institution is unable to provide statements to Invesco directly, Covered Persons shall notify the GEO through the GEO Support Portal and will be personally responsible for submitting statements in a timely manner. Generally, trade confirmations shall be provided no later than 15 days following an executed personal securities transaction and statements must be provided within 15 days of receipt.

 

3.

Pre-Clearance of Personal Trades.

Covered Persons (excluding Independent Directors/Trustees): Except as noted below, Covered Persons shall pre-clear all Covered Securities transactions and Invesco’s Corporate securities in Covered Accounts through the Compliance Reporting System.

For Covered Accounts in which a Covered Person has a Beneficial Interest but does not exercise control (e.g. accounts for Immediate Family Members living in a Covered Person’s household), trade requests shall be submitted either through the Covered Person or by contacting the GEO. The GEO shall provide the Covered Person with a notification of a decision regarding the trade request. Covered Persons are prohibited from executing a trade in a Covered Account until they are notified by the GEO that the trade has been approved and must carefully read the automated alert which includes request status (approved or denied).

Approval remains in effect until the end of the trading day on which it was granted, unless approval is granted after the close of the trading day (e.g., trading on a foreign market or bond exchange). In that circumstance, approval shall be valid until the close of the market on the following trading day.

 

9

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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Accordingly, limit orders to buy or sell securities that are only valid for the same trading day on which they are placed and expire at the close of the market are allowed. Good until cancelled orders are prohibited as it is important to avoid executing transactions outside the approval window.

If the trade is not executed within the approval window, a Covered Person shall be required to submit a new pre-clearance request and receive approval if the Employee still intends to trade in that security.

 

   

Pre-Clearance of Limited Offerings. Covered Persons shall provide written notification to, and receive approval from the GEO before investing in a Limited Offering. The written notification shall include a detailed description of the Limited Offering and such Covered Person may be required to provide other relevant documentation describing the investment (e.g., offering memorandum or private placement memorandum). This process shall not be required for a Limited Offering offered by an Invesco Ltd. Affiliate directly to any Covered Person as such Limited Offerings shall be considered de-facto pre- approved and pre-cleared.

 

   

Exemptions from Pre-Clearance. Purchases or sales of the following are exempt from the pre-clearance requirement:

 

   

Covered Securities in a Delegated Discretionary Account;

 

   

Invesco Funds (excluding closed-end Invesco Mutual Funds and Invesco ETFs);

 

   

Unaffiliated ETPs;

 

   

currencies and commodities, including trusts invested entirely in a currency or commodity;

 

   

derivatives of an index of securities, currencies or commodities;

 

   

Invesco Mutual Fund grants awarded (Long-Term Fund Awards (LTF));

 

   

securities held for Employees or an Employee’s Immediate Family Members in Invesco CollegeBound 529 Plans, Invesco Core U.S. 401(k) Plans (excluding elections in the personal choice retirement account) and registered group retirement savings plans offered by an Invesco Ltd. Affiliate; and

 

   

Shares purchased through an Employee share purchase plan or shares acquired under an equity awards program are also exempt from preclearance.

 

10

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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For further clarity, securities that are not covered Securities under this Policy also do not require pre-clearance. The specific examples include certain Fixed Income securities such as US Treasury, Certificates of Deposit, and Money Market Funds.

Independent Directors/Trustees on the Invesco Mutual Funds Board shall comply with any pre-clearance requirements for transactions involving Invesco Mutual Funds that are closed-end funds, under the Independent Director/Trustee policies and guidelines.

Independent Directors/Trustees on the Invesco ETFs and Invesco Canada Funds Board shall not be subject to any pre-clearance requirements.

 

4.

Trading Restrictions/Prohibitions.

Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds, Invesco Canada Funds and Invesco ETFs Board).

 

   

Blackout Period. Covered Persons are prohibited from trading any Covered Security in a personal account on a day during which a Client Account has a pending “buy” or “sell” order in the same Covered Security.

In addition:

 

   

Investment Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading within three trading days before and three trading days after such Client Account transaction; and

 

   

All other Covered Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading in the same Covered Security within two trading days after such Client Account transaction.

The blackout period restrictions shall not apply to purchases and sales of a Covered Security that comply with certain specifications (e.g., large market capitalization) as may be determined from time to time by the GEO.

 

   

Other Prohibitions. Covered Persons shall be prohibited from:

 

   

trading a Covered Security of an issuer on the applicable Restricted List(s);

 

   

purchasing a Covered Security in an IPO or secondary offering;

 

   

participating in an investment club;

 

   

excessive short-term trading of any open-end Invesco Mutual Fund (excluding money market funds) and/or cash-in-lieu Invesco ETF according to the various limitations outlined in the respective prospectus or other fund disclosure documents;

 

11

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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engaging in personal trading in Covered Securities that is excessive or that compromises Invesco NA’s fiduciary duty to Client Accounts, as determined by the GEO in its discretion; and

 

   

for Investment Personnel, effecting short sales of a Covered Security in a Covered Account if a Client Account for which the Investment Person has investment management responsibility has a long position in such Covered Security.

Short-Term Trading Restriction for all Covered Persons (including Independent Directors/Trustees).

 

   

Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds, Invesco Canada Funds and Invesco ETFs Board) shall not profit from the purchase and sale, or the sale and purchase, of a Covered Security (or a short sale and cover of the same Covered Security) within 60 calendar days of the trade date of the same Covered Security. Transactions in Invesco Canada Funds are subject to the short-term trading requirements outlined in the applicable prospectus.

 

   

This restriction shall apply to all Covered Securities, including those which are exempt from pre-clearance (e.g., Invesco Funds). Transactions in unaffiliated ETPs, currencies, commodities, trusts invested entirely in a currency or commodity, and derivatives (e.g., options and futures) based on an index of securities, currencies and commodities are exempt from the 60-day holding period. This exemption shall not apply to derivatives of individual securities.

 

   

If a Covered Security is traded within the applicable holding period, the full amount of any profit from the trade, which has not been adjusted to account for applicable taxes or related fees, shall be disgorged to a charity of Invesco Ltd.’s choice.

 

   

Independent Directors/Trustees on the Invesco Mutual Funds Board shall only be subject to the short-term trading restrictions described above with respect to Invesco Mutual Funds that are closed-end funds.

 

   

Independent Directors/Trustees on the Invesco Canada Funds and Invesco ETF Board shall not be subject to the short-term trading restrictions described above.

 

12

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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5.

Special Requirements for Transactions in Invesco Ltd. Stock.

Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds, Invesco Canada Funds and Invesco ETF Board): Transactions in Invesco Ltd. stock are subject to the pre-clearance and reporting requirements set forth above. Covered Persons are prohibited from engaging in transactions in publicly traded options such as puts, calls and other derivative securities relating to Invesco Ltd.’s securities, on an exchange or any other organized market. Covered Persons should refer to the Global Insider Trading policy whenever they wish to transact in Invesco Ltd. securities in a Covered Account.

Independent Directors/Trustees on the Invesco Mutual Funds, Invesco Canada Funds and Invesco ETF Board): Independent Directors/Trustees shall refrain from beneficially owning Invesco Ltd. stock.

 

6.

Covered Person Reporting and Periodic Certifications.

Covered Persons (excluding Independent Directors/Trustees).

 

   

New Hire Requirements:

 

   

Initial Report. Within 10 calendar days of becoming subject to the Code, each Covered Person shall be required to submit an Initial Holdings Report to the GEO, regardless of whether the Covered Person has any Covered Securities to report. The report shall contain the following information, which must be current within 45 calendar days of becoming a Covered Person:

 

   

a list of all Covered Securities including the name, the number of shares (for equity securities) or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;

 

   

the security identifier (CUSIP, symbol, etc.) for each Covered Security;

 

   

a list of the Covered Person’s Covered Accounts, which shall generally include the name of the financial institution with which the Covered Person maintains a Covered Account, the date the account was established and the account number; and

 

   

the date that the report is submitted by the Covered Person to the GEO.

 

   

Disclosure of Covered Accounts:

 

   

Within 10 calendar days of becoming subject to the Code, each Covered Person shall be required to disclose all Covered Accounts.

 

13

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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Within 90 calendar days of becoming subject to the Code, Covered Persons shall be required to establish their Covered Accounts per the requirements outlined in “Covered Account Requirements.”

 

   

New Hire Certification. Within 30 calendar days of becoming subject to the Code, Covered Persons shall be required to review and certify to the Code via the Compliance Reporting System.

 

   

Ongoing Requirements:

 

   

New Covered Accounts. Covered Persons shall report a new Covered Account via the Compliance Reporting System within 30 calendar days of opening the account.

 

   

Annual Holdings Report. At least annually, Covered Persons shall submit an Annual Holdings Report via the Compliance Reporting System and include the following information (which must be current within 45 calendar days of the date the report is submitted):

 

   

a list of all Covered Security holdings, including the Covered Security name, the number of shares (for equities); or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security;

 

   

the Covered Security identifier (CUSIP, symbol, etc.);

 

   

the name of the broker-dealer or bank with or through which a Covered Account is held;

 

   

with respect to any non-public Covered Security owned by the Covered Person, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year; and

 

   

the date that the report is submitted by the Covered Person to the GEO.

 

   

Annual/Ad-Hoc Certification. At least annually, Covered Persons shall certify via the Compliance Reporting System that they have read, understand and comply with the Code. Such certification shall also be required within 30 calendar days following any material changes to the Code.

Attached as Exhibit B is an Overview of Personal Trading Requirements that provides a summary of certain requirements set forth under this Code applicable to Covered Persons (excluding Independent Directors/Trustees). The Overview is not meant to serve as a replacement for reading the Code.

 

14

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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All Covered Persons (including Independent Directors/Trustees):

Quarterly Transaction Report.

 

   

Covered Persons (excluding Independent Directors/Trustees) shall complete a Quarterly Transaction Report via the Compliance Reporting System within 30 calendar days after each quarter-end, whether or not they executed transactions during the quarter.

 

   

Independent Directors/Trustees on the Invesco Mutual Funds Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling their official duties as an Independent Director/Trustee, should have known, that, during the 15- days immediately preceding or following the date of the Independent Director/Trustee’s transaction in a Covered Security: (i) an Invesco Mutual Fund purchased or sold the Covered Security; or (ii) an Invesco Mutual Fund, Invesco Advisers, Inc. or any sub-adviser to such Invesco Mutual Fund considered purchasing or selling the Covered Security.

 

   

Independent Directors/Trustees on the Invesco ETF Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling their official duties as an Independent Director/Trustee, should have known, that, during the 15-days immediately preceding or following the date of the Independent Director/Trustee’s transaction in a Covered Security: (i) an Invesco ETF purchased or sold the Covered Security; or (ii) an Invesco ETF, Invesco Capital Management, LLC or any sub-adviser to such Invesco ETF considered purchasing or selling the Covered Security.

 

   

Independent Directors/Trustees on the Invesco Canada Funds Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling their official duties as an Independent Director/Trustee, should have known, that, during the 15- days immediately preceding or following the date of the Independent Director/Trustee’s transaction in a Covered Security: (i) an Invesco Canada Fund purchased or sold the Covered Security; or (ii) an Invesco Canada Fund, Invesco Canada Ltd. or any sub-adviser to such Invesco Canada Fund considered purchasing or selling the Covered Security.

 

   

Independent Directors/Trustees subject to the above reporting requirement shall request the Quarterly Transaction Report and submit the completed report to the applicable Chief Compliance Officer.

The Quarterly Transaction Report shall include the following information:

 

15

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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the date of all transactions in that quarter, the Covered Security name, the number of shares (for equity securities), or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;

 

   

the nature of the transaction (buy, sell, etc.);

 

   

the Covered Security identifier (CUSIP, symbol, etc.);

 

   

the price of the Covered Security at which the transaction was executed;

 

   

the name of the broker-dealer or bank executing the transaction; and

 

   

the date that the report is submitted by the Covered Person to the GEO or by the Independent Directors/Trustees to the applicable Chief Compliance Officer.

The Quarterly Transaction Report can exclude the following information:

 

   

transactions in Limited Offerings that have been previously disclosed to, and approved by the GEO;

 

   

transactions in an automatic investment plan, pre-authorized checking plan, dividend reinvestment plan, payroll deduction or transactions made on behalf of an Employee in the ICL Sponsored GWL Group Retirement Savings Plan;

 

   

transactions executed in a Delegated Discretionary Account;

 

   

transactions executed in Covered Securities that are either:

 

   

directly with an affiliated transfer agent; or

 

   

in the Covered Person’s registered group retirement savings plan (including transactions made on behalf of the Covered Person in the ICL sponsored GWL Group Retirement Savings Plan) or Invesco Core US 401(k) Plan.

 

VI.

VIOLATIONS AND SANCTIONS.

Covered Persons (excluding Independent Directors/Trustees) shall report violations and potential violations of this Code to the GEO. Independent Directors/Trustees may report violations and potential violations to the applicable CCO (or their delegate).

Violations and potential violations of the Code are investigated by GEO.

For all Covered Persons (excluding Independent Directors/Trustees): If a determination is made that a Covered Person has violated the Code, a sanction may be imposed in accordance with the escalation procedure. Sanctions vary based on the severity of the violation(s) and include, but are not limited to:

 

   

a letter of education, a letter of warning or letter of reprimand;

 

   

reversal of trades processed in violation of the Code;

 

16

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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disgorgement of profits earned in the Code violation;

 

   

prohibition of personal trading abilities;

 

   

suspension, demotion or change in Covered Person responsibilities;

 

   

termination of employment;

 

   

referral to civil or criminal authorities, where appropriate; or

 

   

any other sanction, as may be determined by the GEO, CCO and/or applicable governance committee.

The GEO maintains internal procedures regarding the violation investigation, sanction determination and sanction enforcement process.

In mitigating or eliminating certain conflicts of interest that arise in connection with a Covered Person’s personal trading, a Covered Person may be required to sell a Covered Security that was previously approved. In the event the sale results in a loss, the Covered Person will not be entitled to reimbursement for such loss. In the event of a gain, the Covered Person may be required to disgorge any profit.

 

VII.

CODE ADMINISTRATION.

In general, the GEO shall be responsible for the administration and oversight of the Code and shall be responsible for:

 

   

providing Covered Persons with the Code and ensuring that Covered Persons submit the required certifications and reports required under the Code;

 

   

reviewing the personal trading activities of Covered Persons to identify potential or actual violations of the Code and promptly investigating such matters to resolve and make the appropriate remediations, if needed; and

 

   

promptly report any violations of the Code in writing to the applicable CCO.

In very limited circumstances, certain exceptions to any provision of the Code may be granted on a case by case basis by the applicable CCO or their delegate. Such exceptions shall be documented in writing by the GEO.

Any questions regarding this Code should be directed to the GEO, which may be contacted using the GEO support portal via the intranet.

 

VIII.

 REPORTING.

ICL Boards/Committees. At least quarterly, the CCO shall inform the Invesco Canada Funds Independent Review Committee of violations, sanctions imposed, material changes and any other information as may be requested from time to time relating to the Code and for the relevant review period.

 

17

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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Invesco Mutual Funds Board and Invesco ETF Board.

 

   

Quarterly: At least quarterly, each applicable CCO shall furnish a written report to the applicable Board regarding material violations of the Code by Covered Persons.

 

   

Annually: No less frequently than annually, each applicable CCO shall furnish a written report to the applicable Board that describes significant issues arising under the Code since the last report to the Board, including information about material violations of the Code and sanctions imposed in response to material violations. The CCO shall certify that the applicable NA Adviser to the Invesco Mutual Funds and Invesco ETFs has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. At this time, the Board shall also review the current Code.

 

   

Material Changes to Code. The applicable Committee/Boards mentioned in section VIII of this Code shall approve any material changes made to the Code either before implementing such change or no later than six months after the change is implemented.

 

18

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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EXHIBIT A

The Code of Ethics and Personal Trading Policy for North America shall apply to the following entities (collectively referred to as “Invesco NA”):

SEC registered investment advisers (referred to individually and collectively in the Code as “Invesco NA Adviser”)

 

   

Invesco Advisers, Inc.

 

   

Invesco Canada Ltd.

 

   

Invesco Capital Management LLC

 

   

Invesco Managed Accounts, LLC

 

   

Invesco Private Capital, Inc.

 

   

Invesco Senior Secured Management, Inc.

 

   

Jemstep, Inc.

 

   

WL Ross & Co, LLC

SEC and FINRA registered broker-dealers

 

   

Invesco Capital Markets, Inc.

 

   

Invesco Distributors, Inc.

Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds (as defined in the Code)

Unit investment trusts sponsored by an Invesco NA Adviser

SEC registered transfer agent: Invesco Investment Services, Inc.

Texas chartered trust company: Invesco Trust Company

 

19

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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EXHIBIT B

OVERVIEW OF PERSONAL TRADING REQUIREMENTS

Below are some, but not all, of the common investment instruments and key actions required of Covered Persons (excluding Independent Directors/Trustees) under the Code.

 

Security Type

  

Pre-Clearance

  

Reporting

  

60-Day Profit
Limit
Restriction

Funds
Invesco Open-end Mutual Funds    No    Yes    Yes
Invesco Closed-end Mutual Funds    Yes    Yes    Yes
Invesco Canada Open-end Mutual Funds    No    Yes   

Subject to prospectus

requirements

Invesco Canada Closed-end Mutual Funds    Yes    Yes    Yes
Invesco QQQ Trust or the BLDRS Index Fund Trust    Yes    Yes    Yes
Unaffiliated Open-end Mutual Funds    No    No    No
Unaffiliated Closed-end Mutual Funds    Yes    Yes    Yes
Equities
Common Stocks    Yes    Yes    Yes
IPOs    PROHIBITED    PROHIBITED    N/A
Preferred Stocks    Yes    Yes    Yes
Rights Issue or Rights Offer    Yes    Yes    No
Trusts invested entirely in a currency or commodity    No    Yes    No
Derivatives
Futures, Swaps and Options based on common stock and affiliated ETPs    Yes    Yes    Yes
Futures, Swaps and Options Based on an index, currencies, commodities, and unaffiliated ETPs    No    Yes    No
Fixed Income/Bonds
US Treasury    No    No    No
Certificates of Deposit    No    No    No
Money Market Funds    No    No    No
Municipal Bonds    Yes    Yes    Yes
Corporate Bonds    Yes    Yes    Yes

 

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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


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Security Type

  

Pre-Clearance

  

Reporting

  

60-Day Profit

Limit

Restriction

Exchange-Traded Products (i.e., ETFs, ETCs and ETNs)
Invesco ETPs    Yes    Yes    Yes
Unaffiliated ETPs    No    Yes    No
Invesco Ltd. Corporate Securities
Open Market IVZ shares    Yes    Yes    Yes
Sale of IVZ shares acquired through ESPP, RSA and LTA    Yes    Yes    No
Derivatives on IVZ, Short-sells of IVZ or IVZ share transactions in Professionally Managed Accounts    PROHIBITED    PROHIBITED    N/A
IVR shares    Yes    Yes    Yes

Long-Term Fund Awards (LTF)

Invesco Mutual Fund grants awarded    No    No    No

Limited Offerings*

   Yes    Yes    Yes

 

*

Covered Persons may not engage in a Limited Offering without first: (a) giving the GEO a detailed written notification describing the transaction and indicating whether or not they will receive compensation; and (b) obtaining prior written permission from the GEO.

 

 

 

21

This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.


Revised Code of Ethics of Westfield, revised 6/6/2021

Code of Ethics

 

Exhibit (p)(26)

In accordance with Rule 204A-1 of the Investment Advisers Act of 1940 and with Rule 17j-1 of the Investment Company Act of 1940, as amended, Westfield Capital Management Company, L.P. (“Westfield”) has developed and implemented this Code of Ethics (the “Code”) to set forth standards for business conduct and personal activities. The Code serves many purposes. Among them are to:

 

 

educate employees of Westfield’s expectations and the laws governing their conduct;

 

 

remind employees that they are in a position of trust and must act with complete propriety at all times;

 

 

protect the reputation of Westfield;

 

 

guard against violations of securities laws;

 

 

protect Westfield’s clients by deterring misconduct; and

 

 

establish procedures for employees to follow so Westfield can assess whether employees are complying with our ethical principles.

Key terms used throughout this Code are defined in Appendix A.

Persons Covered by the Code

All permanent Westfield employees are covered under the Code. All employees are deemed an “Access Person”. Compliance will deem an Access Person also as an “Investment Person” if the person makes or participates in making investment recommendations for client accounts. Investment Persons may be required to provide additional information for certain personal activities and may be subject to additional transactional restrictions than non-Investment Persons. At any time, employees may check their status by contacting Compliance.

Temporary employees may be subject to either all or certain provisions within the Code. Compliance may also deem a temporary employee an Access Person.

Waivers to Code

The Chief Compliance Officer (the “CCO”) and the Director of Compliance (the “DOC”) have the authority to grant written waivers of the provisions of this Code in appropriate instances. However, Westfield expects that waivers will be granted only in rare instances. Compliance will document any waivers granted. No waivers shall be granted on any provisions of the Code that are mandated by the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Ethical Principles

As a fiduciary for its clients, Westfield owes its clients the utmost duty of loyalty, good faith, and fair dealing. As an employee of Westfield, you are obligated to uphold these important duties. Westfield expects every employee to uphold these principles when acting on behalf of the firm or in any capacity that may affect the firm’s advisory business.

 

 

Employees must act with honesty, integrity, and professionalism in all aspects of our business.

 

 

Employees are to place the interests of Westfield’s clients first, at all times.

 

 

Employees must not take advantage of their positions or of investment opportunities that would otherwise be available for Westfield’s clients.

 

 

Employees must treat all information concerning clients (e.g., trading, holdings, investment recommendations, and financial situations) confidential.

 

 

Employees must exercise independent, unbiased judgment in the investment decision-making process.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

Standards of Business Conduct

The following standards govern all conduct, whether or not the conduct is covered by more specific provisions in the Code or other Westfield policies.

 

 

Employees must comply with applicable federal securities laws.

 

 

Employees must not:

 

   

Defraud any Westfield client in any manner.

 

   

Mislead any client, including making a statement that omits material facts or passing along information that is baseless or suspected to be untrue.

 

   

Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client (e.g., creating the false appearance of active trading in client accounts).

 

   

Engage in any manipulative practice with respect to any client.

 

   

Engage in any manipulative practice with respect to securities, including price or market manipulation. This includes rumor mongering, which is illegal and can lead to allegations of market manipulation.

 

 

Employees are prohibited from inappropriately favoring the interests of one client over another as it would constitute a breach of fiduciary duty.

 

 

Employees must not use for their own direct or indirect benefit (or the benefit of anyone other than Westfield’s clients) information about: (a)Westfield’s trading or investment recommendations for client accounts, (b) our relationships with our clients, or (c) our relationships with the brokerage community. Personal securities transactions must be conducted in accordance with applicable provisions in the Code.

 

 

Employees must comply with the spirit and letter of the Code and other internal policies. Technical compliance with the requirements in the Code or other policies does not insulate you from scrutiny for any actions that can create the appearance of a violation or the appearance that you are circumventing the rules.

 

 

Employees must avoid any actual or potential conflicts of interest with Westfield’s clients. Employees will be required to complete certifications or questionnaires on such matters. It is the employee’s responsibility to promptly notify Compliance of any changes to their responses.

 

   

Employees must ensure that any personal activities (e.g., personal trading) conducted during work hours do not interfere (or appears to interfere) with their daily work.

 

   

Employees must disclose any family members who have senior level positions at public or private companies.

 

   

Employees must not accept from or give to clients or other business contacts any gifts or business entertainment that would present an actual or potential conflict of interest or would be viewed as improper. (See Westfield’s policy on Gifts and Business Entertainment)

 

   

Employees may not recommend, implement, or consider any securities transaction for client accounts without having disclosed any material business or personal relationship (e.g., family member is a senior employee) with or beneficial ownership or other material interest in the issuer or its affiliates, to Compliance. If Compliance deems the disclosed interest to present a material conflict, the employee may not participate in any decision-making process regarding that issuer.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

   

Employees must act in the best interest of Westfield’s clients regarding execution and other costs paid by clients for brokerage services. This includes disclosing to Compliance any personal investment in any business or personal (e.g., family member) relationship with brokers utilized by Westfield for client transactions or research services. All employees must strictly adhere to Westfield’s policies and procedures regarding brokerage services, including those on best execution, research services, and directed brokerage.

 

   

Employees must disclose to Compliance any personal investments or other interests in third-party service providers if the employees negotiate or make decisions on behalf of the firm with such third-party service providers. If any employee has such an interest, Compliance may prohibit the person from negotiating or making decisions regarding Westfield’s business with those companies.

 

   

Employees are prohibited from making referrals to clients (e.g., attorneys, accountants) if the employee will benefit in any way.

Reporting Unethical or Illegal Behavior

If at any time an employee has knowledge of any behavior that might be viewed as unethical, illegal or in violation of internal policies, the employee must report such behavior immediately.

How to Report. To promote employee reporting, while protecting the employee and maintaining their identity in confidence, Westfield offers different methods for reporting.

 

   

Contact the CCO and/or DOC

Employees may report actual or suspected violations by contacting the CCO and/or the DOC directly (or the Chief Executive Officer if the suspected violation is by the CCO). Employees are not required to report such matters to their managers before contacting the CCO and/or the DOC.

 

   

Report via Westfield’s Whistleblower Hotline

Please call (800) 376-1389. Calls are accessible to the CCO and DOC only. All calls are anonymous. If suspected violation is by the CCO and/or DOC, employees should contact the CEO directly and not leave a message on the whistleblower hotline.

What to Report. Employees should report any: a) noncompliance with applicable laws, rules and regulations, or internal policies such as the Code; b) fraud or illegal acts involving any aspect of the firm’s business; c) material misstatements in regulatory filings, internal books and records, client records or reports, and financial statements; d) activity that is harmful to clients; and e) material deviations from required controls and procedures that safeguard clients and the firm.

Usage of Information Provided. The CCO and/or the DOC will take the steps deemed necessary under the circumstances to investigate relevant facts surrounding the information provided, and to take any appropriate corrective measures. Reporting employees typically will not be notified of any actions the firm is taking in response to their comments.

Guidance. Employees are encouraged to seek guidance from the CCO and/or the DOC with respect to any violation and to refrain from any action or transaction that might lead to the appearance of a violation.

Confidentiality. Any report created shall be treated confidentially. Best efforts will be used to ensure that specific details of the report cannot be used to identify the reporting employee.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

Retaliation. No employee who in good faith reports a suspected unethical or illegal business practice will be subject to retaliation or discipline for having done so, even if such reports ultimately establish that no violation had occurred.

SEC Whistleblower Program

Westfield encourages employees to report unethical or illegal behavior to the firm first, but employees also have an option of directly reporting actual or suspected violations to the SEC’s Whistleblower Office. The SEC offers awards and incentives to individuals who voluntarily provide original information that leads to a successful enforcement. There are very specific criteria and procedures that apply when making such a report to the SEC. Regardless of the employee’s reporting method, Westfield will utilize the framework described directly above with regards to reported information.

The SEC encourages individuals to submit information in writing by filling out their questionnaire at https://denebleo.sec.gov/TCRExternal/disclaimer.xhtml. Alternatively, you may submit information by mail to the Office of the Whistleblower at 100 F Street, NE, Mail Stop 5971, Washington, D.C. 20549 or by fax to (703) 813-9322.

Employees have the option to directly report actual or suspected violations to the SEC during and after their employment with Westfield.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

Personal Trading

(All references to Access Persons in this section include family members.)

Preclearance Requirement

Access Persons must obtain approval from Compliance prior to entering into any personal securities transactions in a Covered Security for a Covered Account, as defined in Appendix A. Written approval must be received prior to executing any personal security transaction.

With limited exceptions, approvals are valid until 4:00pm on the day they were granted. Approvals for certain transactions (e.g., private offering of securities) may be extended with the CCO’s or the DOC’s permission. In such instances, the approval is valid until either the transaction is executed or revoked by Compliance. Access Persons are responsible for notifying Compliance when the transaction has been either completed or cancelled.

Because Westfield primarily supervises domestic growth equities, certain transactions and securities pose minimal conflicts with our clients. As such, the following securities also are exempt from the preclearance requirement. (Reporting requirements still apply). If a security or transaction is not listed directly below or excluded from the Covered Security definition in Appendix A, then it must be precleared.

 

 

ETFs and ETNs that are not short the market, a sector, industry, etc.

 

 

Closed-end mutual funds

 

 

Gifting or transferring shares from one account to another

 

 

Municipal bonds

Submitting Preclearance Requests

Preclearance requests for securities transactions should be submitted through the online personal transactions system, StarCompliance (the “personal trading system”). Compliance will set up each Access Person in the system and provide training. It is important that Access Persons not share their passwords with anyone as they are responsible for the information created, modified, and deleted from the system under their login information.

Should an Access Person wish to make a personal security transaction but does not have access to the system, the person must contact a senior member of Compliance for preclearance of the transaction. Compliance will enter the transaction into the system, which will send an approval or denial, via email, to the requestor. It is the Access Person’s responsibility to ensure that the trade information contained in the email confirmation is complete and accurate (i.e., transaction type, shares requested, brokerage account, and security name) prior to entering into the transaction.

Private Offerings

Any requests to enter into private offerings of securities must be first discussed with a senior member of Compliance. At a minimum, Compliance will request a copy of the offering documents, if applicable and available, in order to obtain the security/issuer name, investment amount, and target investment date. If the offering documents are not available, Compliance will accept a written confirmation from the company. Written confirmation should include the security name, investment amount and target investment date. If the transaction is approved, the employee may then submit the preclearance request. Access Persons must receive a written approval (either from the personal trading system or an email from Compliance) before entering into the transaction.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

Reviewing Preclearance Requests

Preclearance requests are not reviewed until after 9:30am. Preclearance requests submitted prior to 9:30am will be placed in pending status. Preclearance requests that go into pending after 3:00pm will be reviewed on a best efforts basis. If a response is not received by 4:00pm, Access Persons are not permitted to enter into the trade and must re-enter the preclearance request the following day. Employee must ensure to cancel all limit orders that are not fully executed by 4:00pm each day.

Compliance has full authority to:

 

 

revoke a preclearance any time after it is granted;

 

 

require an Access Person to close out or reverse a transaction; and

 

 

not provide an explanation for a preclearance denial or revocation, especially when the reasons are confidential in nature.

Restrictions to Personal Securities Transactions

The following restrictions and limitations have been placed on personal securities transactions to address actual or possible conflicts arising from personal trading activities.

 

 

Material, Non-public Information. Access Persons who possess or have been made aware of material, non-public information regarding a security, or the issuer of a security may not engage in any transaction of such security or related security. (See Westfield’s policy on Insider Trading.)

 

 

Market Manipulation. Access Persons may not engage in any transactions intended to raise, lower, or maintain the price of any security.

 

 

Market Timing and Excessive Trading. Access Persons must not engage in excessive trading or market timing activities with respect to any mutual fund. When placing trades in any mutual fund, whether the trade is placed directly in a personal account, 401(k) account, deferred compensation account, account held with an intermediary or any other account, Access Persons must comply with the rules set forth in the fund’s prospectus and SAI regarding the frequency and timing of such trades.

 

 

Transactions with Clients. Access Persons are prohibited from knowingly selling to, or purchasing from, a client any security or other property, except publicly–traded securities issued by such client.

 

 

Transactions Likely to Raise Conflicts with Duties to Clients. Access Persons may not enter into any transactions that: a) may have a negative impact on their attention to their responsibilities to the firm or our clients (e.g., trading frequently in personal accounts), or b) overextend their financial resources or commit them to financial liability that they are unable to meet.

 

 

Derivatives, Warrants and Rights. Access Persons are prohibited from trading options, forwards, swaps, warrants, rights and any other similar security in their Covered Accounts.

 

 

Private and Limited Offerings (e.g., IPOs). Typically, if client accounts are participating in a private or limited offering, Access Persons may not participate in the same offering. With prior approval from the CCO and/or DOC, Access Persons may participate alongside client accounts, but the client’s interest will always come first. This includes Access Persons invested in Westfield’s LPs (e.g., Micro-Cap Fund).

 

 

Short Selling and Short ETFs/ETNs. Access Persons are prohibited from short selling securities in their Covered Accounts. This applies to ETFs/ETNs that are short the market, a sector, industry, etc.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

 

30-Day Holding Period. Covered Security investments made in Covered Accounts must be held for a minimum period of 30 calendar days after purchase (day one starts one day after trade date). ETFs and ETNs are not subject to the 30-day holding period.

Investment Team Sales in Covered Securities

All analysts (defined as sector and research analysts) that own securities in their covered accounts that overlap with their sector universe and are owned in a Westfield strategy managed by Westfield’s Investment Committee must hold such security or securities until they have been fully liquidated from all strategies. Once the security is fully liquidated, the analyst may sell their personal shares 5 business days following the last client sale.

All individual portfolio managers that own securities in their covered accounts that overlap with the individual portfolios that they manage, must hold such security or securities until they have been fully liquidated from all client accounts under their management. Once the security is fully liquidated; the portfolio manager may sell their personal shares 5 business days following the last client sale.

The above restrictions do not apply to securities that are held due to client restrictions (e.g., tax considerations, retention for proxy voting, etc.). Any exceptions must be approved by the CCO and/or the DOC. Analysts may continue to trim and/or sell securities for their covered accounts that are not in their sector universe. Portfolio managers may continue to trim/sell securities for their covered accounts that are not held in the portfolios they manage. Any trims/sales will still follow the above personal securities transaction restrictions, front running and blackout periods as applicable.

Front Running and Blackout Periods

Front running is an illegal practice. Access Persons should not enter into a personal security transaction when the Access Person knows, or has reason to believe, that the security or related security: a) has recently been acted upon, b) may in the near future be recommended for action, or c) may in the near future be acted upon by the firm for client accounts.

 

   

For Covered Securities that have been traded in client accounts, the blackout period begins five business days before the client trade and ends five business days after the last client trade. If the Covered Security was traded for reasons outside of an investment recommendation (e.g., cash flow, rebalancing/dispersion, etc.), the blackout period begins when the trades are placed on the blotter and ends when the trades have been completed.

 

   

For Covered Securities that have been recommended or are “under consideration,” the blackout period begins five business days before the day a security was recommended or placed under consideration and typically ends five business days thereafter. Some securities may remain on the restricted list for longer periods of time. Compliance has full discretion to decide whether a security is restricted and for how long.

 

   

ETFs and ETNs are not subject to the blackout periods discussed in this section.

New Employees

All new employees will be required to be in compliance with Westfield’s Code within 10 calendar days from their date of hire (e.g., must cover short positions). New employees may also be allowed to continue to hold put and/or call options until they expire. Compliance will review these on a case by case basis.

New investment team employees will be allowed 10 calendar days to trim/liquidate securities within their sector universe that overlap with a strategy managed by Westfield’s Investment Committee. However, all other provisions within the Code must be followed (e.g., must follow preclearance requirements, blackout periods apply).

Initial 401(k) allocations, including open-end mutual Funds sub-advised or advised by Westfield do not require preclearance.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

Reporting Requirements for Personal Securities Transactions

Unless noted in Exemptions in this section, Access Persons must file the reports described below, even if the person has had no holdings, transactions or accounts to list in the reports.

Reports are submitted through the personal trading system, which will track the dates and times of submissions. All submissions will remain confidential and will not be accessible by anyone other than Compliance and to the extent necessary to implement and enforce the provisions of the Code or to comply with regulatory or legal requirements.

Access Persons are responsible for reviewing and verifying the information on all of their reports prior to submission. You must promptly speak with Compliance about any errors, omissions or discrepancies on these reports before they are submitted.

Initial and Annual Holdings Reports. Access Persons must submit a report of their holdings in Covered Securities within 10 days after the day they become an Access Person and on an annual basis thereafter. Initial holdings information should be current as of a date no more than 45 days prior to the employee’s date of becoming an Access Person. Annual holding reports should be as of December 31st and submitted within 30 days after the calendar year end. For each holding, Access Persons must provide: 1) the title and type of security, 2) as applicable, the exchange ticker symbol or cusip number, 3) the number of shares and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership, 4) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit, and 5) the date the access person submits the report.

Quarterly Transaction Reports. Access Persons are required to report Covered Securities transactions for the most recent calendar quarter. Each transaction should indicate: 1) the date of the transaction, the title, and as applicable the exchange ticker symbol or cusip number, interest rate and maturity date, number of shares, and principal amount of each reportable 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 security at which the transaction was effected, 4) the name of broker, dealer or bank with or through which the transaction was effected, and 5) the date the access person submits the report. Quarterly transaction reports are due within 30 days after the calendar quarter end.

Initial Investment Account Reports. Access Persons must submit brokerage statements for all accounts held for their direct or indirect benefit within 10 days after the day they become an Access Person. Compliance will review these statements and determine if the accounts would fall under ongoing reporting requirements (i.e., a Covered Account). Statements should be dated no later than 45 days prior to the employee becoming an Access Person.

Quarterly Investment Account Reports. Access Persons must certify to a list of their Covered Accounts (as defined in Appendix A). Quarterly account reports are due within 30 days after the calendar quarter end.

Access Persons must notify Compliance of any new and closed Covered Accounts as soon as reasonably possible. Closed accounts will remain active in the personal trading system and will be subject to applicable reporting requirements described above, unless Compliance has been notified otherwise.

Duplicate Statements or Confirms. Duplicate copies of personal transaction confirmations or account statements are required for Covered Accounts. Copies of such documents must be sent directly to Compliance or through an electronic feed into the personal trading system. Employees with accounts set up to receive electronic feeds in the personal trading system are not required to provide paper copies of confirmations or statements as transactions and positions directly feed into the system. If Compliance does not receive the

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

appropriate electronic data or duplicate confirmations and statements, Compliance will request the documents from the Access Person. This requirement does not satisfy the quarterly or annual reporting requirements outlined above.

Private Investments. A confirmation of the investment with the invested dollar amount must be submitted to Compliance promptly after the investment is made.

Exemptions

The following transactions are exempt from the preclearance and/or reporting requirements discussed previously. Access Persons should be reminded that these exemptions do not absolve them from violations of other Westfield policies, applicable laws and regulations, as well as the spirit of the Code.

 

 

No Knowledge or Control. Transactions where the Access Person has no influence, control or knowledge are exempt from preclearance (e.g., corporate or broker actions).

 

   

Subject to Compliance approval, Access Persons can omit any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control.

 

 

Managed Accounts. Transactions effected in accounts managed by an external financial adviser are exempt from preclearance and reporting requirements. Access Persons may speak to their adviser about their financial goals and objectives, but they are not permitted to consult with their adviser (or be consulted) on any specific security transactions. To qualify for this exemption, Access Persons must:

 

   

Have their financial adviser provide an initial written certification to Westfield on the arrangement and/or provide a copy of the managed account agreement with their financial adviser.

 

   

Complete certifications quarterly regarding their influence or control over these accounts.

 

   

Annually have their financial adviser provide a written certification to Westfield that they did not consult with their adviser on any specific security transactions and that the adviser did not consult with them on any specific security transactions.

 

   

If requested, provide Compliance with copies of holdings and/or transactions made in their account(s).

 

 

529 Plans or College Savings Plans. Transactions in 529 Plans or college savings plans are exempt from preclearance and reporting requirements. (Does not apply to Coverdell ESAs that are invested in Covered Securities.)

 

 

Automatic Investment Plans. Transactions effected pursuant to an automatic investment plan are exempt from preclearance and reporting requirements.

 

 

Prior Employer’s Profit Sharing or Retirement Plans. Transactions executed in a prior employer’s profit sharing or retirement plan are exempt from preclearance and reporting. This exemption does not apply to transactions in reportable securities or to any discretionary brokerage account option that may be available from a former employer. Such transactions/accounts are subject to preclearance and reporting requirements.

 

 

Other. Transactions in securities determined by Compliance to present a low potential for impropriety or the appearance of impropriety may be exempt from transactional restrictions and preclearance/reporting requirements. Compliance will review these on a case-by-case basis.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

Administration

Approval and Distribution

Compliance will distribute the Code (either as a stand-alone document or as part of the firm’s Compliance Manual) to all employees during the first week of hire and at least annually thereafter. Employees are required to acknowledge their having received, read, and complied with the Code.

Material amendments or material revisions made to this Code will be approved by the CCO and the Management Committee. Upon approval, the Code will be distributed to all employees shortly thereafter. Immaterial amendments do not require Management Committee approval and will be distributed either with material amendments or during the annual distribution period. Employees may be required to complete appropriate acknowledgements after distribution.

Training and Education

Compliance is responsible for coordinating the training and education of employees regarding the Code. All newly hired employees are required to complete a compliance overview session that includes a review of the Code. They also are required to acknowledge that they have attended the new employee training and have received a copy of the Code (as part of the firm’s Compliance Manual). Temporary or contract employees will be required to sign a confidentiality agreement and attend a compliance overview session.

Employees are required to attend all training sessions and read any applicable materials that Compliance deems appropriate. On occasion, it may be necessary for certain departments or individuals to receive additional training. Should this be the case, a member of Compliance will coordinate with the appropriate department managers to discuss particular topics and concerns to address at the training session.

Personal Transactions Monitoring

On at least a quarterly basis, a member of Compliance will review and monitor required reports for conformity with all applicable provisions outlined in the personal trading section. Each member of the Compliance Department will review and monitor each other’s reports as required by the Code.

Annual Review of Code

The CCO and/or the DOC will review, at least annually, the adequacy of the Code and the effectiveness of its implementation. Such results are usually recorded in the firm’s annual testing program.

Reports to Management Committee

At least annually, the CCO will report material Code matters to Westfield’s Management Committee. On occasion, the CCO will also report immaterial items to the Management Committee in order to keep them informed of Code matters.

Recordkeeping Requirements

Westfield will maintain the following records in a readily accessible place for a period of not less than seven years.

 

 

A copy of each Code that is in effect, or at any time within the past seven years;

 

 

A record of any violation of the Code, and of any action taken as a result of the violation, for seven years after the end of the fiscal year in which the violation occurred;

 

 

A copy of each report and acknowledgement made under the Code for the past seven years after the end of the fiscal year in which the report is made or information is provided;

 

 

A list of names of persons, currently or within the past seven years, who are or were Access Persons or Investment Persons;

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

 

A record of any decision, and the reasons supporting the decision, for approving the acquisition of IPOs and limited offerings for at least seven years after the end of the fiscal year in which the approval was granted; and

 

 

A record of any granted waivers or exceptions, and supporting reasons, to any provisions of the Code.

Violations and Sanctions

Westfield treats violations of the Code (including violations of the spirit of the Code) very seriously. If an employee violates either the letter or the spirit of this Code, Westfield may impose disciplinary actions or fines, or it may make a civil or criminal referral to appropriate regulatory entities (Refer to Appendix B for the sanctions table). Code violations become a part of the employee’s employment history at Westfield. Multiple violations within a 12-month period will be reported to Human Resources and appropriate supervisors or managers. Employees should always consult with the CCO and/or the DOC if they are in doubt of any of the requirements or restrictions in the Code.

A senior member of Compliance will notify employees of any discrepancy between their personal activities and the rules outlined in this Code. Each violation and the circumstances surrounding each violation will be reviewed by a senior member of Compliance. Based on the review, a senior member of Compliance will determine whether the policies established in this Code have been violated, and whether any action should be taken. The CCO and/or the DOC will determine appropriate sanctions (in accordance with Westfield’s sanctions guidelines). Once the sanction has been approved, Compliance will notify the employee. Compliance has the discretion of reporting material Code matters to the Operations & Risk Management Committee and/or the Management Committee.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

Appendix A: Glossary of Terms

Access Person is any Westfield employee or non-employee who meets at least one of the following conditions:

 

 

is an officer, director, or partner

 

 

has access to nonpublic information about client purchases or sales of securities

 

 

makes or participates in making investment recommendations to clients

 

 

has access to client investment recommendations that are non-public

 

 

has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds

Beneficial Interest generally refers to the opportunity, directly or indirectly, to profit or share in any profit.

Business Day refers to every official Westfield working day of the week.

Client Account refers to any account over which Westfield has been granted authority to purchase and/or sell securities on the client’s behalf.

Covered Account refers to any investment account over which an Access Person:

 

  a.

has direct or indirect beneficial interest; or

 

  b.

exercises investment control, meaning he or she actually provides input into or makes the security buy and/or sell decisions for the account. The account does not need to be in an Access Person’s name; if an Access Person has either joint or sole investment control over an account, it may be considered a Covered Account.

Covered Security refers to any security or fund that does not fall under one of the following exceptions:

 

 

Direct obligations of the Government of the United States (e.g., treasury bills, treasury bonds, U.S. savings bonds);

 

 

Bankers’ acceptances, bank certificates of deposits, commercial paper, and high-quality short term debt instruments, including repurchase agreements;

 

 

Shares issued by money market funds;

 

 

Shares issued by open-end mutual funds that are not sub-advised or advised by Westfield;

 

 

Shares issued by unit investment trusts (“UITs”) that are invested exclusively in one or more open-end mutual funds, none of which are sub-advised or advised by Westfield.

Employee means all Westfield personnel who are not hired on a temporary or contract basis.

Family member refers to a spouse, children, step-children, grandchildren, parents, step-parents, grandparents, domestic partners, siblings, parents-in-law, children-in-law, as well as adoptive relationships sharing the same household.

Investment Person means any Access Person who makes or participates in making investment recommendations for client accounts.

Reportable Fund means any pooled fund, regardless of whether it is offered publicly or privately, for which Westfield serves as adviser or sub-adviser. This includes Westfield limited partnerships.

Short Selling means selling a security that is not owned in the account.

 

Westfield Capital Management Company, L.P.

Date Approved: 06/21/2021


Code of Ethics

 

Appendix B: Sanctions Guidelines

Sanctions can be more or less than what is indicated in the table below. Sanctions such as disgorgement of profits (gross of any taxes or transaction costs) and reversal of trades may be considered in addition to or instead of the sanctions indicated in the table below, In recommending sanctions, Compliance will:

 

   

Consider an employee’s role and responsibilities, past trading history, facts and circumstances around the violation and other applicable factors

 

   

Impose the highest of all applicable sanctions, if a violation falls within more than one category or if multiple violations occur on the same day

 

   

Review violations not listed in the table on a case-by-case basis

 

   

Consult with the Management Committee or Operations & Risk Management Committee members, if needed

 

Violation

  

Management and Investment Committee,
Research Analysts, Partners, Traders, Directors

  

All Other Employees

Late Reporting or Certification

 

All listed fines are per day after due date and per report or certification

  

First Offense: $500

 

Second Offense: $750 and suspension of personal securities transaction rights (up to 6 months)

 

Subsequent Offense: $1,500 and suspension of personal securities transaction rights (up to 12 months)

 

  

First Offense: $100

 

Second Offense: $200 and suspension of personal securities transaction rights (up to 3 months)

 

Subsequent Offense: $300 and suspension of personal securities transaction rights (up to 6 months)

Failure to Preclear

(includes trading more shares then were precleared)

  

First Offense: $2,000 per transaction and suspension of personal securities transaction rights for 30 days

 

Second Offense: $5,000 per transaction and suspension of personal securities transaction rights for 3 months

 

Subsequent Offense: $10,000 per transaction and suspension of personal securities transaction rights for 12 months

  

First Offense: $500 per transaction

 

Second Offense: $1,000 per transaction and suspension of personal securities transaction rights for 30 days

 

Subsequent Offense: $2,500 per transaction and suspension of personal securities transaction rights for 6 months

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Market Timing    Termination of employment and civil or criminal referral    Termination of employment and civil or criminal referral
Failure to Make Accurate or Complete Reports    Monetary fines starting at $5,000; suspension of personal securities transaction rights; possible termination of employment    Monetary fines starting at $1,000; suspension of personal securities transaction rights; possible termination of employment
Front Running    $2,500 per transaction; temporary or permanent suspension of personal securities transaction rights; possible termination of employment    $2,500 per transaction; temporary or permanent suspension of personal securities transaction rights; possible termination of employment
30-day Holding Period   

First Offense: 2,000 per transaction

 

Second Offense: $5,000 per transaction; suspension of personal transaction rights (up to 6 months)

 

Subsequent Offense: $7,500 per transaction; suspension of personal securities transaction rights (up to 12 months)

  

First Offense: $500 per transaction

 

Second Offense: $1,000 per transaction; suspension of personal transaction rights (up to 6 months)

 

Subsequent Offense: $2,500 per transaction; suspension of personal securities transaction rights (up to 12 months)

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics of DoubleLine and DoubleLine Equity, revised 1/1/2021

Exhibit (p)(28)

 

 

LOGO

 

Code of Ethics

for

DoubleLine Group LP

DoubleLine Capital LP

DoubleLine Equity LP

DoubleLine Alternatives LP

DoubleLine Investment Management Asia Ltd.

DoubleLine Funds Trust

DoubleLine Income Solutions Fund

DoubleLine Opportunistic Credit Fund

DoubleLine Yield Opportunities Fund

Effective date: January 1, 2021


TABLE OF CONTENTS

 

         Page  

I.

  Introduction      1  

A.

    Applicable to all Personnel      1  

B.

    Access to the Code      2  

C.

    Regulatory Requirements      2  

D.

    Other Topics Covered In the Code      3  

E.

    Code May be Supplemented by Other Applicable Policies      3  

F.

    Best Judgment and Further Advice      4  

II.

  Duty to Report Violations of this Code, Sanctions and Acknowledgement      4  

A.

    Duty to Report Violations of this Code      4  

B.

    Sanctions      5  

C.

    Acknowledgement      6  

III.

  General Standard of Conduct      7  

A.

    Fiduciary Duty      7  

B.

    Adherence to Good Business Practices      8  

C.

    Compliance with Applicable Federal Securities Laws and Other Requirements      8  

D.

    Client Representations      8  

E.

    Market Rumors      8  

F.

    General Antifraud Prohibitions      9  

IV.

  Conflicts of Interest      10  

A.

    General Statement of Policy      10  

B.

    General Description of Conflicts      10  

C.

    Particular Conflicts      11  

V.

  Confidentiality/Privacy      12  

A.

    General Statement of Policy — Confidentiality      12  

B.

    Sharing of Information Within the Companies      13  

C.

    Sharing of Information Outside the Companies      13  

D.

    Reasonable Safeguards      14  

E.

    Reporting of Possible Confidentiality Breach      14  

VI.

  Prohibition Against Insider Trading      15  

A.

    Companies’ Policy – Insider Trading      15  

B.

    Recognizing Material Nonpublic Information      15  

C.

    Avoiding the Receipt and Misuse of Material Nonpublic Information      17  

D.

    Required Steps to Take If Exposed to Material Nonpublic Information      21  

E.

    Responsibilities of the Chief Compliance Officer      21  

F.

    Reporting of Insider Trading Activity      23  

VII.

  Reporting of Accounts and Transactions Involving Securities and Other Financial Products      24  

A.

    General Statement of Companies’ Policy With Respect to Account and Notification      24  

VIII.

  Investment Activities      28  

A.

    Overview      28  

B.

    Provisions of General Applicability      28  

C.

    Prohibitions and Pre-Approval Requirements of General Applicability      29  

D.

    Additional Restrictions Applicable to Access Persons      34  

IX.

  Annual Review by Trustees      36  

 

- i -


I.     INTRODUCTION

A number of entities affiliated with DoubleLine Group LP (“Group”)1 have jointly adopted this Code of Ethics (the “Code”) to set forth the ethical and professional standards required of those entities listed and defined below (collectively, the “Companies”) and to demonstrate the commitment of the Companies and their management to maintaining the trust and confidence of the investors in the funds offered by DoubleLine Funds Trust (each series thereof individually, a “Fund”, and together with the other series, the “Trust”), DoubleLine Opportunistic Credit Fund (“DBL”), DoubleLine Opportunistic Income Fund (“DSL”), DoubleLine Yield Opportunities Fund (“DLY” and, together with the Trust, DBL and DSL, the “Funds”) and of the Adviser’s clients, to upholding high standards of integrity and business ethics and professionalism, and to comply with legal and regulatory requirements and with the Companies’ internal policies and procedures. Various employees of Group, which provides operational support for the Trust, DBL, DSL and DLY will perform certain actions discussed herein on behalf of DBL, DSL, DLY and the Trust.

The entities comprising the Companies are:

DoubleLine Group LP (“Group”)

DoubleLine Capital LP (“Adviser”, “DoubleLine”, “Capital”)

DoubleLine Equity LP (“Adviser”, “DoubleLine”, “Equity”)

DoubleLine Alternatives LP (“Adviser”, “DoubleLine”, “Alternatives”)

DoubleLine Opportunistic Credit Fund (“DBL”)

DoubleLine Funds Trust (“Trust”)

DoubleLine Income Solutions Fund (“DSL”)

DoubleLine Investment Management Asia Ltd. (“DIMA”)

DoubleLine Yield Opportunities Fund (“DLY”)

Together, the series of funds within the Trust are known as the “DoubleLine Funds”.

 

  A.

Applicable to all Personnel

The Code covers all personnel of Group, DBL, DSL, DLY, the Trust, the Advisers and DIMA, including partners, officers, directors (and other persons occupying a similar status or performing similar functions), and employees, as well as individuals associated with the Companies in any manner that provide investment advice on their behalf and are subject to their supervision and control (collectively, hereinafter, the “DoubleLine Personnel” or “Personnel”). The term “Personnel” shall also include any individuals who are members of the DoubleLine Capital GP LLC, which is Capital’s general partner. Temporary employees and consultants that, in each case, are engaged by any of the Companies to provide clerical, administrative or professional services that are not directly investment related will not be considered to be Personnel subject to this Code except to the extent the Chief Compliance Officer (“CCO”)2 or designee notifies them to the contrary.

 

1

Group is an entity which serves as the employer of the persons termed as “DoubleLine Personnel” under the Code. However, while it provides these persons to supply services to the Advisers under various service contracts, Group itself does not conduct activities requiring registration as a registered investment adviser. Group adopts this Code solely as an administrative convenience, to ensure that all persons employed by Group are subject to the Code because of the services rendered to registered investment advisers.

2

References to CCO within the Code shall be construed to mean the CCO of DoubleLine Capital LP (the “Capital CCO”) except where expressly indicated otherwise. It is expected that the Capital CCO will involve the CCO of Alternatives (or other entities) as and when necessary.


New employees, including any temporary employees, independent contractors or consultants designated by the CCO or designee, shall be briefed as to the requirements of the Code of Ethics. The briefing is not a substitute for reading the Code in its entirety at least annually. The fact that a briefing has not occurred or that the CCO or designee has not made a determination of any existing employee’s change of status does not in any way limit the obligation of any person to comply with all applicable provisions of the Code.

 

  i.

Applicability of this Code to the Disinterested Trustees

Various provisions of this Code either do not apply to the Trustees of the Trust, DBL, DSL or DLY who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 (the “Disinterested Trustees”) or applies only in a limited fashion.

The following Sections of this Code do not apply to the Disinterested Trustees:

 

   

Section VIII (Investment Activities)

In addition, Disinterested Trustees are required to comply with only Subsection A(5) of Section VII (Reporting of Accounts and Transactions Involving Securities and Other Financial Products). For the avoidance of doubt and notwithstanding any other term herein, the provisions of this Code shall be construed to apply to the Disinterested Trustees only to the extent such application is required by Rule 17j-1 under the Investment Company Act of 1940.

 

  ii.

Authority to Exempt Any Person from Coverage

Notwithstanding the foregoing, the CCO may exempt any person from all or any portion of the Code upon a finding that such person is neither an “Access Person,” as defined at Rule 17j-1(a)(1) under the Investment Company Act of 1940 (the “Investment Company Act”) or Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) or a “supervised person,” as defined at Section 202(a)(25) of the Advisers Act, and that, such person’s duties and responsibilities are such that application of all or any particular portion of this Code to such person is not reasonably necessary. Accordingly, all persons subject to the Code shall be considered to be Access Persons, regardless of whether they meet any particular definition thereof while persons that have been exempted from all or any particular portion of the Code shall not be considered to be Access Persons to the extent of that exemption.

The CCO also may waive provisions of the Code on a case-by-case basis, after reviewing the circumstances surrounding the request for a waiver. An example of such a waiver would be the waiver of the two-day requirement to execute a trade. The CCO shall keep a written record of all such waivers and the basis for such waiver, which typically shall be recorded on a trade approval form or via email.

 

  B.

Access to the Code

All Personnel will be provided access to the Code, either in hard copy or on the Companies’ Compliance section of the intranet. Personnel should keep the Code available for easy reference.

 

  C.

Regulatory Requirements

The Code has been adopted in connection with the Companies’ compliance with Rule 204A-1 under the Advisers Act or Rule 17j-1(c) under the Investment Company Act, as applicable.

 

- 2 -


Investment advisers registered pursuant to Rule 204A-1, are required to establish, maintain and enforce a written code of ethics that, at a minimum:

 

  i.

Sets forth the general standard of conduct required of all supervised persons, which standard reflects the fiduciary duties that the Advisers and all such individuals owe to the Advisers’ clients.

 

  ii.

Requires compliance by all supervised persons with applicable federal securities laws.

 

  iii.

Requires certain supervised persons to report, and for the Advisers to review, their personal securities transactions and holdings periodically.

 

  iv.

Requires prompt reporting by all supervised persons of any violations of this Code.

 

  v.

Requires distribution by the Advisers of the Code and of any amendments to all supervised persons and for the Advisers to obtain written acknowledgements from all such individuals as to their receipt of the Code.

DBL, DSL, DLY, the Trust and the Advisers also are required pursuant to Rule 17j-1 under the Investment Company Act to adopt a written code of ethics that contain provisions reasonably necessary to prevent their “Access Persons,” as defined in Investment Company Act Rule 17j-1(a)(1), from:

 

  vi.

employing any device, scheme or artifice to defraud a Fund;

 

  vii.

making any untrue statement of a material fact to a Fund or omit to state a material fact necessary in order to make the statements made to a Fund, considering the circumstances under which they are made, not misleading;

 

  viii.

engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund; or

 

  ix.

engaging in any manipulative practice with respect to a Fund.

 

  D.

Other Topics Covered In the Code

In addition to the minimum requirements set forth above, the Code also addresses the Companies’ policies and procedures regarding:

 

  i.

Sanctions for violating the Code

 

  ii.

Safeguarding and maintaining confidential information

 

  iii.

Prohibitions against insider trading

 

  iv.

Investment activities

 

  v.

Annual review by Trustees

 

  E.

Code May be Supplemented by Other Applicable Policies

The Code has been drafted in a manner that allows it to apply equally to all Personnel regardless of their specific functions or responsibilities. As a result of this “one size fits all” approach, the Companies may, from time-to-time, supplement the Code as it applies to Personnel that perform certain functions or that have responsibilities by the adoption of separate, more specialized policies and procedures. Where this is the case, Personnel to whom these separate policies and procedures apply must comply

 

- 3 -


with both the Code and these additional policies – or the more restrictive of the two in the case of a conflict. More generally, the existence of the Code should not be understood as relieving Personnel, in any manner, from their continuing responsibility to familiarize themselves, and to comply, with all applicable policies and procedures of the Companies.

 

  F.

Best Judgment and Further Advice

It is not reasonable to expect this Code or other applicable policies or procedures of the Companies to cover all the possible situations that Personnel may encounter. For this reason, nothing in this Code removes the need for all Personnel to use their best judgment in order to maintain high professional standards and to consult with their supervisors as well as appropriate Compliance Personnel, as needed.

Personnel that are unsure how to handle a situation are urged to consult with their supervisor or Compliance Personnel for advice.

 

References:

  

Advisers Act Section 202(a)(25): Definitions (definition of “Supervised Person”)

  

Advisers Act Rule 204A-1(a): Investment Adviser Codes of Ethics (adoption of code of ethics)

  

Investment Company Act Section 17: Transaction of Certain Affiliated Persons and Underwriters

    

Investment Company Act Rule 17j-1: Personal Investment Activities of Investment Company Personnel

II.     DUTY TO REPORT VIOLATIONS OF THIS CODE, SANCTIONS AND ACKNOWLEDGEMENT

 

  A.

Duty to Report Violations of this Code

DoubleLine Personnel are required to report promptly any violation or potential violation of the Code to the CCO. Any such report shall be maintained in confidence and no retaliation shall be made against the individual for making a report and, indeed, any retaliation for reporting a violation of the Code shall itself constitute a violation of the Code.

 

  i.

Review and Investigation

The CCO shall be responsible for the prompt review and investigation of any violations of the Code reported to, or independently discovered by, the CCO. The CCO shall be responsible for reporting any substantiated material violations of the Code to appropriate senior management within the Companies and to the Board of Trustees of the Trust, DSL, DBL or DLY (as applicable) (the “Trustees”) and for appropriately documenting such review and investigation, the reporting thereof to senior management, and any action, including any sanctions, taken as a result thereof.

 

  ii.

Involvement of Legal Counsel

Notwithstanding the assignment of responsibility to the CCO with respect to the review and investigation and reporting of violations, where either the CCO, counsel, or the Disinterested Trustees determine that sufficient reasons exist for any such review, investigation, or reporting to be conducted

 

- 4 -


under the direction of legal counsel or such outside counsel as shall engage for such purpose, such legal or outside counsel shall have the ultimate responsibility for the conduct of such review, investigation, and the reporting and documentation thereof.

 

  iii.

Where the CCO is Implicated by the Violation Being Reported

Notwithstanding the foregoing, where a person making a report believes that the CCO is implicated in any violation being reported, the reporting person may report such violation to any of the Companies’ senior management, including the Disinterested Trustees, as such individual believes is appropriate (the “Receiving Person”). Upon the receipt of a report of a violation, the Receiving Person shall either cause the Companies to undertake such review and investigation of the reported violation and to take such other action as is contemplated above or promptly report such matter to another member of senior management as the Receiving Person believes is appropriate, who, upon receipt of such report, shall have the responsibility of a Receiving Person.

 

References:

  

Advisers Act Rule 204A-1(a)(4): Investment Adviser Codes of Ethics (duty to report violations)

  

Advisers Act Rule 204-2(a)(12)(ii): Books and Records to be Maintained by Investment Advisers (record of any violation of the Code and action taken as a result)

  

Advisers Act Rule 204-2(e)(1): Books and Records to be Maintained by Investment Advisers (holding periods for certain required records)

  

Investment Company Act Rule 17j-1(c)(2)(ii)(A): Personal Investment Activities of Investment Company Personnel (Administration of Code of Ethics)

    

Investment Company Act Rule 17j-1(f)(B): Personal Investment Activities of Investment Company Personnel (Recordkeeping Requirements)

 

  B.

Sanctions

 

  i.

Requirement that CCO be Informed of all Internal Discipline

No internal discipline shall be imposed, nor any decision reached to not impose discipline, on any DoubleLine Personnel for violation of this Code without the underlying matter and the sanction to be imposed being first brought to the attention of the CCO.

 

  ii.

Possible Sanctions

Possible sanctions for violation of this Code may include, but need not be limited to, verbal or written warnings, reversal of trades or reallocation of trades to client accounts, disgorgement of profits, suspension or termination of trading or investment privileges, monetary penalty, heightened supervision, job modification, suspension or termination, and/or civil or criminal referral to the appropriate governmental authority. Sanctions are imposed by the Code of Ethics Committee, which generally shall consist of the General Counsel, Chief Risk Officer, CCO, President and other senior Personnel that they may designate.

 

- 5 -


  iii.

Heightened Supervision or Other Responsive Actions

The CCO shall be responsible for determining whether any violation of the Code that is brought to the CCO’s attention indicates a need (i) for heightened supervisory procedures, and, if so, the means by which such need should be addressed, and (ii) any change in the Companies’ procedures or policies or applicable controls. In addition, the CCO, after conferring with outside counsel, shall also be responsible for determining whether the violation, or any sanction imposed as a result thereof, requires additional disclosure or reporting, including to the Companies’ clients or, any regulatory, law enforcement or other outside party. The CCO shall be responsible for appropriately documenting each determination.

 

  C.

Acknowledgement

All Personnel must read, understand and adhere to this Code as well as any amendments or changes to the Code. Personnel (except for the Trustees) are required to sign3 an Acknowledgement that they have read the entire Code, and from time-to-time, any amendments, and have had an opportunity to review any portions with their supervisor and a member of the Compliance Department.

By signing the Acknowledgement, each signatory agrees to perform fully all applicable responsibilities and to comply with all applicable restrictions, limitations, and requirements set forth in the Code and acknowledge that any such failure may result in disciplinary action, up to and including termination. Failure to comply with the terms of this Code can also subject the Companies and responsible supervisors and involved individuals to fines, penalties and potentially even criminal proceedings in addition to significant reputational harm and regulatory sanctions. From time-to-time, the Companies may ask any recipient of this Code to certify his or her continued compliance with the applicable terms and/or with any other applicable restrictions, limitations or requirements and to sign an Acknowledgement with respect to any amendments hereto.

 

References:

  

Advisers Act Rule 204A-1(a)(5): Investment Adviser Codes of Ethics (written acknowledgement)

  

Advisers Act Rule 204-2(a)(12)(iii): Books and Records to be Maintained by Investment Advisers (record of written acknowledgement)

    

Investment Company Act Rule 17j-1: Personal Investment Activities of Investment Company Personnel

 

 

3

“Sign” shall be construed to indicate the use of electronic means, including through any systems used by the Companies to monitor the Code.

 

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III.     GENERAL STANDARD OF CONDUCT

The Companies are committed to maintaining the trust and confidence of their shareholders and clients, to upholding high standards of integrity and business ethics and professionalism, and to compliance with legal and regulatory requirements and its own internal policies and procedures.

Compliance with these standards is crucial to the Companies’ long-term success. Simply put, the Companies’ continued success is dependent upon its reputation and there is no more certain way to diminish the Companies’ reputation than by failing to put their shareholders and clients first. If the Companies serve their shareholders and clients honestly and equitably and to the best of their abilities, their success will follow.

The general standard of conduct required by all Personnel reflects several underlying requirements including:

 

   

the fiduciary duty owed by the Companies and their Personnel to the Funds’ shareholders and the Adviser’s clients;

 

   

the Companies’ intent to adhere to good business practices;

 

   

applicable legal and regulatory requirements;

 

   

the Companies’ own internal policies and procedures; and

 

   

representations that the Companies have made to its clients in agreements, offering documents or other written materials.

 

  A.

Fiduciary Duty

The Companies and all Personnel owe a fiduciary duty to the Funds and to the Adviser’s other clients. This fiduciary duty is composed of both a duty of care and a duty of loyalty. The duty of care requires the Companies and all Personnel (i) to provide advice to the Funds and to the Adviser’s other clients that is in the best interest of, and is suitable for, the Fund or the client, (ii) to seek best execution of transactions where the Companies and the Personnel have responsibility to select executing broker- dealers, and (iii) to provide advice and monitoring over the course of the Companies’ relationship with the Fund or the Adviser’s other clients, as applicable. The duty of loyalty means that the Companies and their Personnel must always place the interests of the Funds and the Adviser’s other clients first. More specifically, the Companies’ fiduciary duty to the Funds and the Adviser’s other clients requires that Personnel adhere to the following standards:

 

  i.

Any recommendation to a client must have a reasonable basis and must be suitable for the client considering the client’s needs, financial circumstances, and investment objectives;

 

  ii.

Facts that may be material to the client’s economic interest or decision-making must be disclosed fully and fairly and Personnel must refrain from engaging in fraudulent, deceptive or manipulative conduct;

 

  iii.

Best execution must be provided with respect to client transactions where the Companies have discretion to select executing broker-dealers; and

 

- 7 -


  iv.

Conflicts of interest should be mitigating wherever possible and, failing that, must be fully disclosed and managed (as discussed more fully at Section IV hereof).

All Personnel should note that various topics mentioned within the Code, such as but not limited to, best execution or soft dollars are addressed in more detail in other policies, which also should be consulted when researching the Companies’ policies on such topics.

 

  B.

Adherence to Good Business Practices

The Companies expect all Personnel to adhere to the principles of good business practice. At a minimum, this requires Personnel to engage in fair and honest conduct in all their dealings and to perform their functions and meet their responsibilities with a degree of professionalism reasonable to the circumstances.

 

  C.

Compliance with Applicable Federal Securities Laws and Other Requirements

Inherent in the above standard is the requirement that the Companies and all Personnel comply at all times with all applicable securities laws as well as the Companies’ own internal policies and procedures.

While many applicable legal and regulatory requirements are reflected in this Code or the Companies’ other policies and procedures, Personnel should not assume that this is true of every relevant securities law or regulation. As a result, Personnel must take the responsibility to inform themselves of, and understand, the legal and regulatory requirements applicable to their activities. For this same reason, the Companies expect all Personnel to stay current with respect to applicable regulatory and legislative developments.

 

  D.

Client Representations

The Companies and all Personnel are also expected to comply with any written representations that the Companies have made to their clients, including, but not limited to, representations that are made in formal agreements between the Companies and their clients or the offering documents for any of the Companies’ products (where applicable). This is particularly relevant with respect to adherence to stated objectives and constraints applicable to a portfolio or fund. Personnel tasked with managing client relationships are responsible for memorializing, in writing, any material oral representations made to clients and prospective clients with respect to their investments with the Companies or the Funds.

 

  E.

Market Rumors

No officer or employee of the Companies shall originate or, except as permitted below, circulate in any manner a false or misleading rumor about a security or its issuer for the purpose of influencing the market price of the security. A statement that is clearly an expression of an individual’s or the Companies’ opinion, such as an analyst’s view of the prospects of a company, is not considered to be a rumor, and is excluded from these restrictions.

Where a legitimate business reason exists for discussing a rumor, for example where a client is seeking an explanation for an erratic share price movement which could be explained by the rumor, care should be taken to ensure that the rumor is communicated in a manner that:

 

- 8 -


  i.

sources the origin of the information (where possible);

 

  ii.

gives it no additional credibility or embellishment;

 

  iii.

makes clear that the information is a rumor; and

 

  iv.

makes clear that the information has not been verified.

If in doubt, Personnel should consult with the CCO regarding questions about the appropriateness of any communications about specific securities.

 

  F.

General Antifraud Prohibitions

DoubleLine Personnel are prohibited from:

 

  i.

employing any device, scheme, or artifice to defraud a client or prospective client;

 

  ii.

engaging in any transaction, practice, or course of business that operates as a fraud or deceit upon a client or prospective client;

 

  iii.

making any untrue statement of a material fact to a client or omitting to state a material fact necessary to make a statement made not misleading; or

 

  iv.

engaging in any act, practice or course of business that is fraudulent, deceptive, or manipulative.

 

References:

  

Advisers Act Section 206: Prohibited Transactions by Investment Advisers

  

Advisers Act Rule 204A-1(a)(1) and (2): Investment Adviser Codes of Ethics (adoption of general standard of business conduct and requirement of compliance with applicable Federal securities laws)

  

Advisers Act Rule 204A-1(e)(4): Investment Adviser Codes of Ethics (definition of “Federal Securities Laws”)

  

Investment Company Act Rule 17j-1(b): Personal Investment Activities of Investment Company Personnel (Unlawful Actions)

  

Investment Company Act Rule 17j-1(c): Personal Investment Activities of Investment Company Personnel (Code of Ethics)

    

Investment Company Act Rule 38a-1(f)(1): Compliance Procedures and Practices of Certain Investment Companies (definition of “Federal Securities Laws”)

 

- 9 -


IV.     CONFLICTS OF INTEREST

 

  A.

General Statement of Policy

The fiduciary duties imposed on the Companies and Personnel require all Personnel to be diligent with respect to the possibility of conflicts of interest, whether real or apparent, in transactions with clients. This includes conflicts between the interest of the Companies or their Personnel and their clients, and conflicts between two client accounts. As a general matter, conflicts should be avoided where practicable. Where they cannot be avoided, it will generally be the case that a conflict must be mitigated as much as possible and then fully and fairly disclosed to the client, such that the client can make an informed investment decision and, where applicable, provide an informed consent. When in doubt, Personnel should contact their supervisor or a member of Compliance Personnel for advice.

 

  B.

General Description of Conflicts

While it is impossible to describe all conflicts that may arise, in general, conflicts will include various practices in which the Companies or any Personnel have a pecuniary or other interest in recommending or undertaking a transaction for a client. It is important to understand that a conflict does not require that the client suffer any actual harm. It also does not require that the improper interest in question be tangible or otherwise quantifiable or even certain. It is enough if the improper interest is, or could be viewed as, a motivating factor in the Companies or Personnel recommending or undertaking the transaction. Conflicts of interest can also exist across clients, for example where one client account owns debt in an issuer undergoing bankruptcy and another client account owns equity in the same issuer, and their interests are not aligned as a result of the right related to the bankruptcy proceeding.

An improper interest may be economic, personal or otherwise. In the case of an economic interest, the interest may be a positive benefit or the avoidance, or minimization of, a negative economic result, e.g., the avoidance of an expense or a loss, or loss minimization.

Improper interests can include a wide variety of situations, including situations where:

 

  i.

The transaction allows the Companies or Personnel to generate fees or profits, or avoid losses or expenses, from another relationship as, for example, is the case with respect to soft dollars (discussed further below), the receipt of finder’s fees, outside commissions or bonuses;

 

  ii.

The Companies or Personnel are directly interested in the transaction as, for example, is the case with respect to principal transactions;

 

  iii.

The transaction benefits a third party in which the Companies or any Personnel has an ownership or other economic interest;

 

  iv.

The transaction provides a benefit to a third party, rather than to the Companies or any Personnel directly, for an improper purpose as, for example, one that:

 

  a.

involves any quid pro quo, e.g., where the benefit is returned to the Companies or Personnel in some manner;

 

  b.

is done to benefit a spouse or child or other person for personal reasons; or

 

- 10 -


  c.

is done to repay a favor or out of gratitude or for the purpose of obtaining or continuing to receive lavish gifts or entertainment (as discussed further below).

Without limiting the generality of the foregoing, all Personnel should avoid any investment, interest, association or other relationship of a personal nature that interferes, might interfere, or even might be perceived as interfering with the independent exercise by the individual of good judgment in the best interest of the Advisers’ clients or the Funds.

 

  C.

Particular Conflicts

 

  i.

Conflicts Related to the Provision of Disinterested and Impartial Advice or Undertaking a Transaction on Behalf of a Client

Where any advice or recommendation, or transaction undertaken on behalf of a client, is not effected on a fully disinterested and impartial basis, the applicable Adviser must mitigate the conflict to the extent possible (e.g., waive or reduce a fee that creates a conflict) and fully and fairly disclose and residual conflict to the Fund shareholders or other Adviser client, as applicable. An interest in a security or issuer, whether direct or indirect, or a relationship with an issuer, may support an inference that advice or a recommendation or the undertaking concerning such security, or the securities of an issuer was not disinterested and impartial.

Accordingly, to minimize the possibility of such conflicts the Companies have adopted policies to address the conflicts:

 

  a.

the investment activities of DoubleLine Personnel (see Sections VII and VIII hereof);

 

  b.

the holding of any position (e.g., as a director or trustee) with an issuer or its affiliates (see the Companies’ Outside Business Activities and Affiliations Policy); or

 

  c.

any present or proposed business relationship with an issuer or its affiliates (see the Companies’ Outside Business Activities and Affiliations Policy).

 

  ii.

Appropriation of Client Information for Personal Benefit

DoubleLine Personnel may not trade or recommend trading in securities based on client information, including information related to client positions, trades, or strategies. This means that trades and recommended trades by Personnel should always be based upon an investment assessment that is independent of any nonpublic client information.

 

  iii.

Selecting Suppliers and Service Providers

The acceptance of any compensation or other benefit from a supplier or service provider to the Companies, especially one involving expenses that are, directly or indirectly, borne by an Adviser’s clients, may also be perceived as a conflict in that it may lead to a perception that the provider’s selection may not be in the clients’ best interest. Accordingly, the Companies’ use of any brokerage firm or other vendor, or service provider may be subject to separate policies and procedures of the Companies subjecting such use to a pre-approval process and other requirements for the purpose of minimizing the possibility of such conflicts.

 

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  iv.

Potential Conflicts of Interest Arising from Transactions in Affiliated Entities

DoubleLine may recommend that its clients invest in public or private investment vehicles sponsored by or affiliated with DoubleLine. Examples of such investment vehicles include the DoubleLine Funds, hedge funds sponsored by DoubleLine, securitized assets created by DoubleLine or its affiliates or collateralized loan obligations sponsored by DoubleLine. The possibility exists that DoubleLine could take a position on governance matters for investment vehicles sponsored or affiliated with DoubleLine that could be adverse to some or all shareholders, equity holders or noteholders in these sponsored or affiliated investment opportunities. The Code of Ethics Committee is responsible to review and resolve or seek to mitigate such conflicts through appropriate controls.

 

References:

  

Exchange Act Section 28(e): Effect on Existing Law (exchange, broker, and dealer commissions; brokerage and research services)

  

Advisers Act Section 206: Prohibited Transactions by Investment Advisers

 

Advisers Act Rule 204A-1(a)(1) and (2): Investment Adviser Codes of Ethics (adoption of general standard of business conduct and requirement of compliance with applicable Federal securities laws)

  

Investment Company Act Rule 17j-1(b): Personal Investment Activities of Investment Company Personnel (Unlawful Actions)

  

Investment Company Act Rule 17j-1(c): Personal Investment Activities of Investment Company Personnel (Code of Ethics)

    

Investment Company Act Rule 38a-1(f)(1): Compliance Procedures and Practices of Certain Investment Companies (definition of “Federal Securities Laws”)

V.     CONFIDENTIALITY/PRIVACY

 

  A.

General Statement of Policy — Confidentiality

All DoubleLine Personnel have a duty to safeguard and treat as confidential all nonpublic information concerning the Companies, investors in the Funds, clients of the Advisers, and all transactions in which the Advisers or its clients are involved. This includes all information concerning a client’s financial circumstances and holdings, and advice furnished to the client. Moreover, employees may only use Companies or client information within the scope of their employment and, accordingly, may not appropriate such information for their own use or benefit or the use or benefit of any third party.

Confidential information also shall be construed to mean any information acquired from a third party pursuant to a non-disclosure (confidentiality) agreement (“NDA”) or confidentiality clauses contained in contractual arrangements with such third parties. Such NDAs or confidentiality clauses generally require DoubleLine to keep the other party’s Confidential Information in confidence using a reasonable degree of care, which shall be at least the same degree of care that DoubleLine uses to maintain its own Confidential Information of like importance, and to use the other party’s Confidential Information only to carry out its obligations and exercise its rights under the applicable agreement. DoubleLine Personnel are encouraged and reminded to allow access to such third parties’ confidential information only to those of employees having a need to know such information. DoubleLine Personnel also should consult members of the Legal Department if any questions arise about the terms of any NDA or the confidentiality clause of any applicable contract.

 

- 12 -


  B.

Sharing of Information Within the Companies

DoubleLine Personnel should only share client or proprietary information within the Companies with individuals that have a legitimate business need for knowing the information. In addition, employees should not share information in violation of any Information Walls implemented by the Companies as a means of isolating certain kinds of sensitive information within the Companies so that it is not available to employees that perform “public” functions, such as the making of recommendations or giving of advice with respect to trading. Employees should bring to the attention of the CCO any attempt by other Personnel to solicit or obtain client or proprietary information for which they do not have a legitimate business need.

 

  i.

Presentations to the Fund’s Trustees

In presenting or furnishing a report to the Fund’s Trustees, representatives of service providers (such as an Adviser) to the Funds generally should refrain from identifying or discussing Fund portfolio transactions that occurred within the preceding 15 calendar days or Fund portfolio transactions that will occur or are actively being considered within the following 15 calendar days (a “Disclosed Portfolio Transaction”). Exceptions to the foregoing policy may be made upon the request of a Trustee, with the permission of the CCO or as is otherwise necessary for the Trustees to fulfill their oversight responsibilities.

 

   

Notification to Disinterested Trustees

For the purposes of assisting the Disinterested Trustees in fulfilling their reporting obligations under the Code, whenever the CCO is informed or otherwise becomes aware of a Disclosed Portfolio Transaction, the CCO shall provide the Disinterested Trustees with specific notice of such fact and remind them of the reporting requirements applicable to the Disinterested Trustees with respect to the applicable securities. Notwithstanding such obligation on the part of the CCO, any failure by the CCO to provide such notice shall not affect or otherwise lessen in any way any reporting obligation that the Disinterested Trustees may have under this Code or otherwise.

 

  C.

Sharing of Information Outside the Companies

DoubleLine Personnel should not discuss or share client or proprietary information with individuals outside the Companies, other than with parties that both have a legitimate need to know such information and have either provided a confidentially agreement that covers such information, which, in accordance with the Companies’ policies, has been reviewed and approved by the Companies’ Legal/Compliance Department (or outside legal counsel, as appropriate) or are themselves under a separate duty to maintain the confidentiality of the information, such as, for example, the Companies’ outside counsel or accounting firm, or employees of regulated entities such as prime brokers, clearing firms or transfer agents. When any doubt exists as to the need for a confidentially agreement, employees should contact the Companies’ Legal/Compliance Department or legal counsel if appropriate.

 

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  D.

Reasonable Safeguards

DoubleLine Personnel should use special care to limit the possibility of inadvertent disclosure of client or proprietary information. Personnel should:

 

  i.

keep their desk and work areas clear of all confidential information when they are not present;

 

  ii.

lock (via the screen or similar locking mechanism) all desktop computers, laptops, smart phones, and other such devices when unattended;

 

  iii.

dispose of confidential documents by shredding them or placing them in confidential document waste bins or otherwise complying with proper document destruction procedures;

 

  iv.

keep sensitive information removed from the office out of public view;

 

  v.

limit discussions of such information within the Companies to individuals who have a legitimate business need for knowing the information;

 

  vi.

consider whether the use of a code name in place of a client’s name may be advisable (or contractually required) and

 

  vii.

consider whether the use of a code name in place of an issuer’s name may be advisable.

Employees should not:

 

  viii.

leave confidential information in the open, including in a conference room, once a meeting is over;

 

  ix.

discuss confidential information in places where it may be inadvertently overheard by unauthorized persons, such as in elevators, public transportation, restaurants or the like;

 

  x.

discuss confidential information while using a speaker-phone that is turned up loud enough to be overhead by visitors or unauthorized Personnel (e.g., Personnel who are subject to an internal confidentiality screening procedure); or

 

  xi.

discuss confidential information with individuals outside the Companies (including family members) except in accordance with the policy set forth above.

 

  E.

Reporting of Possible Confidentiality Breach

Employees should promptly bring to the attention of the CCO or legal counsel (if deemed appropriate) any suspicion that an unauthorized person has obtained confidential information.

 

  i.

Special Considerations Involving Information Disclosure About Publicly Traded Clients

The inadvertent disclosure of nonpublic information about a client that has publicly traded securities outstanding may trigger a disclosure requirement on the part of the client. Accordingly, anyone who

 

- 14 -


unintentionally discloses nonpublic information regarding a client that has publicly traded securities should immediately contact the CCO so that a determination can be made as to whether there is a need to take any action, including alerting such client of such disclosure so that it will have an opportunity to publicly disclose such information.

VI.     PROHIBITION AGAINST INSIDER TRADING

 

  A.

Companies’ Policy – Insider Trading

It is unlawful for any person to trade on one’s own behalf or on behalf of others, or to “tip” or recommend trading in securities on the basis of material nonpublic (i.e., inside) information concerning an issuer or to pass such information to others improperly. Violations of the foregoing can result in severe civil and criminal penalties for the individuals involved and can result in the imposition of significant penalties on the Companies.

The possession of material nonpublic information by any employee or other Personnel may be attributed to the Companies generally unless the information is effectively isolated using Information Walls so that it is not available to employees that perform public functions, including trading and the making of recommendations or giving of advice with respect to trading. A breach of the Companies’ Information Walls so that nonpublic information is not confined to Personnel that do not perform public functions can result in the Companies being required to suspend activities involving trading and the making of recommendations in whole or in part for some indefinite period in certain circumstances.

As a result, strict compliance with all applicable procedures that the Companies institute to contain the flow of material nonpublic information is required of all Personnel. Moreover, and as described more fully below, Personnel that become aware of material nonpublic information must promptly contact the CCO and otherwise comply with the requirements of Subsection D below.

The provisions of this Section VI shall and shall be construed to, apply to the Trustees of the Trust, DSL, DBL or DLY who are not interested persons of DBL, DSL, DLY, the Trust or the Advisers only in respect or their status and activities as such.

Personnel that have questions concerning the requirements of the policies set forth in this Section are urged to consult with their supervisor, the compliance personnel responsible for maintaining information walls, the CCO or legal counsel as appropriate.

 

  B.

Recognizing Material Nonpublic Information

 

  i.

Nonpublic Information

Typically, for purposes of the U.S. securities laws, information is considered “nonpublic” if the information has not been broadly disseminated to investors in the marketplace such as by releasing the information over the news wires, disclosing it in public filings (e.g., Forms 10-K or 10-Q) or otherwise disseminating it in a manner that makes it fully available to investors and a reasonable time has elapsed to allow such dissemination.

 

  ii.

Materiality

Information is considered “material” if: (1) there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision; or (2) a reasonable investor would consider it as having significantly altered the total mix of information relating to the issuer’s securities. Generally, this includes any information the disclosure of which would have a meaningful effect on the price of an outstanding security.

 

- 15 -


Determining materiality is a fact-specific inquiry, requiring a careful assessment of the inferences a reasonable person would draw from a given set of facts. In general, Personnel are encouraged to err on the side of caution when assessing whether a piece of information is material and nonpublic. Personnel can inquire with the CCO regarding whether a piece of information is material and nonpublic. By way of guidance, the Securities and Exchange Commission has indicated the following as a non-exclusive list of examples of the types of information or events that may be considered material:

 

  1.

impending or potential mergers, acquisitions, tender offers, joint ventures, or changes in assets, such as a large disposal of the same;

 

  2.

earnings or revenue information and changes in previously disclosed financial information;

 

  3.

events regarding the issuer’s securities, e.g., advance knowledge of a ratings downgrade, defaults on securities, calls of securities for redemption, public or private sales of additional securities, stock splits or changes in dividends, repurchase plans or changes to the rights of security holders;

 

  4.

new products or discoveries, or developments regarding clients or suppliers (e.g., the acquisition or loss of a major contract);

 

  5.

significant changes in control or management;

 

  6.

changes in auditors or auditor notification that the issuer may no longer rely on an auditor’s report;

 

  7.

impending bankruptcies or receiverships;

 

  8.

information relating to the market for an issuer’s securities, such as a large order to purchase or sell securities; and

 

  9.

prepublication information regarding reports in the financial press.

When in doubt and because assessments of materiality are necessarily highly fact-specific, DoubleLine Personnel should err on the side of caution and treat the matter in question as material and bring such matter to the attention of the CCO for further consideration.

 

  iii.

Breach of Fiduciary Duty or Duty of Trust or Confidence

Generally, except in the case of tender offers (as described in the immediately following subparagraph), the legal prohibitions on the use of material nonpublic information are dependent upon such information being obtained under a fiduciary duty or a duty of trust or confidence (or, directly or indirectly, from someone who has such a duty). Nevertheless, even where information is obtained outside of a fiduciary relationship or relationship of trust or confidence, the use of material nonpublic information may still trigger regulatory investigations and reputational concerns. For this reason, as a general policy, the Companies prohibit intentionally obtaining any material, nonpublic information by all Personnel, regardless of whether the information is obtained pursuant to a fiduciary duty or a duty of trust or confidence, except to the extent explicit written approval is obtained from the

 

- 16 -


General Counsel, CCO, or a designee of either the General Counsel or CCO. An example of such approval would be the creation (in writing) of an information wall to facilitate the receipt of such material, nonpublic information.

 

  1.

Special Situations — Tender Offers

Exchange Act Rule 14e-3 specifically prohibits trading or “tipping,” e.g., providing information to third parties, while in the possession of material nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either – irrespective of whether the information was obtained in breach of a fiduciary duty or similar duty of trust and confidence. Personnel that become aware of nonpublic information relating to a tender offer must promptly contact the CCO and otherwise comply with the requirements of Subsection D below.

 

  B.

Avoiding the Inadvertent Receipt and Misuse of Material Nonpublic Information

Nonpublic information may come to the attention of DoubleLine Personnel in a variety of ways. Personnel should be aware of the most likely situations so that they can either avoid being inadvertently “tainted” with such information, which as discussed above may impact their ability to perform their usual functions for the Companies as well as the Companies’ ability to engage in business as usual, or take such actions as are described below to minimize the impact such information may have on the Companies and the affected employee.

In the event any Personnel comes into possession of, or is otherwise exposed to, nonpublic information, such individual must immediately notify the CCO or designee and must otherwise comply with the requirements of Subsection D below. Upon being informed of any such matter, the CCO or designee will make a determination of whether trading restrictions (as a firm or for personal trades or both) or other restrictions or controls should be put in place to minimize any conflicts of interest that may result or lead to any improper use or dissemination of material nonpublic information by the Companies or their employees. Personnel in possession of material nonpublic information may not discuss the information with, or provide any investment views with respect to any securities to which the information represents material nonpublic information to, anyone else within or outside the Companies except the General Counsel, the CCO or other members of the Legal/Compliance Department; as otherwise expressly permitted by this Code of Ethics; or as may be expressly authorized in writing by the CCO or General Counsel. See Section VI.D. below.

 

  i.

Pre-Sounding

From time to time, investment banks may contact Personnel for the purpose of gauging the Companies’ interest in a potential transaction that has not yet been publicly disclosed. Because of the potential for such conversations, even when conducted on a hypothetical or no names basis, to result in the disclosure of material, nonpublic information, such conversations must be coordinated through the CCO and comply with any restrictions or other requirements imposed thereby.

Personnel that are contacted for such purpose must promptly interrupt the investment bank representatives and inform them that applicable policies require that such calls be coordinated through the Companies’ General Counsel or CCO. After providing the investment banking representatives with contact information for the General Counsel or CCO, the contacted Personnel should terminate the call and promptly bring the call to the attention to the General Counsel or CCO.4

 

 

4 

Assuming the proper protocols are followed, this provision is not intended to prevent personnel from providing an indication of interest to purchase shares of an initial public offering, whether in the context of a roadshow or as part of an underwriter gathering its book for a pending deal.

 

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  ii.

Involvement by the Companies in a Nonpublic Transaction

The Advisers may bid for, or cause one of its clients to bid for, securities in a company, purchase securities in a private placement, serve on a creditors’ committee with respect to a bankrupt entity, or otherwise be involved in another type of transaction with an issuer through which the Advisers may be made aware of material nonpublic information. In such situations, the head of the business unit involved in such transactions is responsible for informing the CCO of such involvement at or before the initiation thereof, to the extent practical, but in any event before any material nonpublic information is provided to the Advisers or any Personnel.

 

  iii.

Intentional Receipt of Material Non Public Information

If you intend to receive any material, non-public information related to a company with a class of publicly traded securities (whether domestic or foreign), you must contact the CCO or Compliance Personnel in advance of its receipt. The CCO or Compliance Personnel will work with the appropriate business unit(s) to determine whether to receive the information and whether to implement informational wall and other procedures, as appropriate.

Under certain circumstances, Personnel may seek or agree to receive material non-public information for a legitimate purpose in the context of a transaction in which an Adviser (or its affiliates), on behalf of itself or a client entity or account, is a potential participant or in the context of forming a confidential relationship. This may include receiving “private” information from agent banks, normally facilitated through on-line services such as, but not limited to, Intralinks, Debt Domain or SyndTrak. This information may be available to all potential purchasers of an investment opportunity represented, for example, by an investment which may not generally qualify as a “security” for purposes of the federal securities laws (e.g., certain bank loans). Typically, that information can be used to evaluate the investment opportunity and in making an investment decision.

Prior to receipt of such information, the Personnel must request approval from the CCO or his or her designee.

Generally, if a confidentiality agreement is to be signed in the context of such transactions, members of the Legal/Compliance group should evaluate carefully whether a duty of confidentiality and/or a duty not to trade in the relevant issuer’s securities without prior disclosure will be created before any information is received under the confidentiality agreement. However, even in the absence of a written confidentiality agreement, a duty to disclose material non-public information before trading may be created when an oral agreement is made, or an expectation exists that the confidentiality of such information will be maintained or that the information will not be used in trading. For example, if the persons providing or receiving the information have a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice may be enough to form a confidential relationship.

Material non-public or deal-specific information may be given in connection with an Adviser making a direct investment in a company on behalf of a client in the form of equity or debt; it may also involve a purchase by an Adviser on behalf of a client of a debt or equity security in a secondary transaction or in the form of a loan participation. The information can be conveyed through a portal such as Intralinks, Debt Domain or SyndTrak, orally from a sponsor or dealer or through other electronic delivery or hard copy documentation. This type of situation typically arises in mezzanine financings, loan participations,

 

- 18 -


bank debt financings, venture capital financing, purchases of distressed securities, oil and gas investments and purchases of substantial blocks of stock from insiders. Even though the investment for which the deal-specific information is being received may not be a publicly traded security, the company may have other classes of publicly traded securities, and the receipt of the information by an Adviser can affect the ability of other parts of the organization to trade in the issuer’s securities. For the aforementioned reasons, prior to receiving any information that may constitute material, non-public information on a company with any class of publicly traded securities (whether domestic or foreign), please contact Compliance Personnel who will help to evaluate whether the information may represent material non-public information and, where necessary, implement the appropriate Information Wall and trading procedures.

 

  iv.

Contacts with Officials or Representatives of Publicly-Held Companies

Contacts with public companies may constitute an important part of the Companies’ research efforts and investment decisions may be made based on conclusions formed through these contacts, as well as through an analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, Personnel become aware of material nonpublic information. This could happen, for example, if an issuer’s Chief Financial Officer prematurely discloses quarterly results to an individual associated with the Companies, or an investor relations representative selectively discloses significant news to a handful of investors, including Personnel of a Company. In such situations, the Companies must make a judgment as to its further conduct. Any individual who believes he or she may receive or has received material nonpublic information about an issuer must promptly contact the CCO and otherwise comply with the requirements of Subsection D below.

Whenever practicable, Personnel shall provide advance notice to the CCO or his designee prior to attending any meeting with officials or representatives of a public company with securities to discuss matters related to the issuer of the securities unless the meeting is open to the public or open broadly to the investment community. Upon the request of the CCO or designate, the Personnel attending such a meeting shall provide a brief summary of the substantive information provided during the meeting.

 

  v.

Board Seats

DoubleLine Personnel are sometimes asked to sit or act as Board members for an issuer of publicly held securities. As noted under the Outside Business Activities and Affiliations Policy, any such arrangement must be pre-approved and, in connection therewith, the CCO, in accordance with Subsection E below, will make a determination of whether trading restrictions or other controls should be put in place to minimize any conflicts of interest that may result therefrom or prevent the improper use or dissemination of material nonpublic information by the Companies or its employees and as is required to comply with any restrictions imposed by the issuer on its directors. It should be noted that such approval generally will not be granted.

In addition, Board members of public issuers may also be exposed to material nonpublic information concerning other publicly held companies that may have dealings with the company on whose board they sit. Personnel sitting on the board of a company who receive material nonpublic information concerning other publicly held companies must immediately contact the CCO and otherwise comply with the requirements of Subsection D below.

 

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  vi.

Creditors’ Committees

Participants on creditors’ committees are often exposed to nonpublic information regarding the debtor company. This exposure may affect the Companies’ ability to trade in securities in that company. Accordingly, Personnel should not agree to sit on any creditor’s committee, whether official or informal (including preliminary meetings that precede creditors’ committees), without first contacting the CCO, who will obtain any necessary approvals and make a determination of whether trading restrictions or other controls should be put in place to minimize any conflicts of interest that may result therefrom or any improper use of material nonpublic information by the Companies or its employees and as may otherwise be required of members of the creditor committee.

 

  vii.

Other Situations

 

  1.

Information Originating within the Companies

Material, non-public information may include information originating within the Companies, for example, information regarding open-end or closed-end funds advised by the Advisers, such as information on a fund’s portfolio holdings, net asset value, expected dividend rate, or any other information that could be considered material. DoubleLine Personnel that are contacted by another employee for the purpose of communicating material, nonpublic information as to which the employee was previously unaware must immediately notify the CCO regardless of whether any nonpublic information is communicated and may be required to comply with the requirements of Subsection D below.

 

  2.

Information Originating Outside the Companies

All Personnel who come into receipt of material nonpublic information, no matter what the source or circumstances, must immediately contact the CCO and may have to comply with the requirements of Subsection D below.

 

  3.

Expert Networks

The Companies occasionally use expert networks as part of its research efforts. A more detailed procedure regarding the use of expert networks is contained within the Advisers’ Compliance Manual.

 

  4.

Minimum Holding Period for Closed-End Funds advised or Sub-Advised by DoubleLine

DoubleLine Personnel may only invest in a closed-end fund advised or sub-advised by DoubleLine (a “DoubleLine CEF”) as a long-term investment and any such investment is subject to a minimum six- month holding period. This means DoubleLine Personnel may not sell any number of shares of a DoubleLine CEF within six months of purchasing shares of the DoubleLine CEF, or purchase shares of a DoubleLine CEF within six months of selling shares of the DoubleLine CEF. Any violation of this six-month holding period will require disgorgement of any profits. All transactions in a DoubleLine CEF require preclearance and you may not be able to sell shares of a DoubleLine CEF notwithstanding your compliance with the holding period requirement, including, for example, if a blackout period applies. A blackout period may apply for an extended period and you may not be able to sell shares of a DoubleLine CEF when you wish, if at all.

Certain DoubleLine Personnel may be deemed insiders (i.e. officers, directors, and beneficial owners holding more than 10% of a company’s securities) and thus may by subject to additional reporting obligations. Insiders will be required to file Forms 3, 4, and 5 with the SEC regarding their transactions

 

- 20 -


in shares of a DoubleLine CEF. For additional details, please review the “Procedures with Respect to Fund Obligations under Section 16 of the Securities Exchange Act of 1934” otherwise known as the Section 16 Policy. DoubleLine Personnel are advised to review carefully the requirements of the Section 16 Policy to ensure that any omission by DoubleLine Personnel to make any such report does not inadvertently cause the Adviser or any of the DoubleLine CEFs to fail to meet applicable reporting requirements.

DoubleLine Personnel shall attest, on an annual basis, that he or she has reviewed and understands (i) his or her filing requirements under the Section 16 Policy, as discussed above (including Forms 3, 4, and 5), and (ii) the Adviser’s policy regarding material, non-public information under the Code.

 

  C.

Required Steps to Take If You Have Been Exposed to Material Nonpublic Information

Personnel who believe they have been exposed to or may possess material nonpublic information should cease any further actions in any way related to such information or any issuer to which it relates and immediately take the following steps:

 

  i.

contact the CCO or Compliance Personnel;

 

  ii.

refrain from discussing the information with, or providing any investment views with respect to any securities to which the information relates to, anyone else within or outside the Companies

 

  iii.

except that you may disclose the information to the General Counsel, the CCO or Compliance Personnel in accordance with your obligations under this Code and you may disclose the information and/or provide your investment view with respect to the relevant securities as expressly permitted by this Code or as may be expressly authorized in writing by the CCO or General Counsel;

 

  iv.

refrain from transactions involving the subject securities or related securities (whether for a personal account or an account of a client) or otherwise attempting to take advantage of the information whether for one’s own benefit, that of the Companies, a client or any other person; and

 

  v.

comply with any restrictions or controls that are put in place by the Companies in response to such exposure or possession.

Personnel who are authorized to possess material nonpublic information in accordance with this Code shall take all appropriate measures to prevent the unauthorized dissemination of that information, including:

 

  vi.

reviewing such information in a private office; and

 

  vii.

avoiding the storage of such information on any network drives to which others (other than the CCO, Legal, IT or Compliance Personnel and anyone else cleared to view the exact same information) have permission to access.

 

  D.

Responsibilities of the CCO

 

  i.

Upon Receipt of Notification of Possible Receipt of Material, Nonpublic Information/Imposition of Information Barriers

 

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Upon the receipt of any notification with respect to the receipt by Personnel of possible material, nonpublic information, the CCO, in consultation with legal if deemed necessary, shall be responsible for making a determination of whether the information is material and nonpublic and, if so, necessary precautions should be taken, including restricting the Companies’ activities in any way or placing an Information Wall around the individual(s) involved. Restrictions on Communication and Information Barriers

Individuals subject to information barriers are prohibited from discussing the information that gave rise to the information barrier except:

 

  1.

among other individuals who are part of the same walled off group;

 

  2.

with the Companies’ legal counsel, CCO or such other persons as the CCO shall specifically direct.

Individuals subject to information barriers should use care to maintain the information that gave rise to the information barrier in confidence and shall:

 

  3.

take reasonable steps, including such steps as are set forth at Subsection D of Section V hereof, to safeguard the protected information;

 

  4.

not discuss such matter with anyone except as specifically provided above; and

 

  5.

in accordance with Subsection B of Section V hereof, bring to the attention of the CCO any attempt by Personnel to solicit or obtain such information unless they have a legitimate business need or reason.

 

  ii.

Pre-Sounding

The CCO shall be responsible for managing the Companies’ participation in any response thereto. (See also the discussion at Section VI. C. 1.)

 

  iii.

Maintenance of Restricted and Watch List

The Chief Compliance Officer is responsible for maintaining the Companies’ Restricted and Watch Lists. The Chief Compliance Officer may designate others to assist with the maintenance of these lists.

The Restricted List generally may be disclosed to DoubleLine Personnel and consists of a list of issuers, e.g.., companies, in which Personnel and their Immediate Family Members are prohibited from trading, absent an exemption from such restriction.

The Watch List generally is not disclosed to Personnel and consists of a list of issuers as to which a limited or select group of Personnel may be in possession of material nonpublic material information or other sensitive information. However, the CCO may share the Watch List with certain Personnel as necessary to further the purposes of this Code or for other purposes the CCO deems necessary or appropriate.

The Restricted and Watch Lists are maintained separately. The Restricted List is available on the Compliance section of the Companies’ intranet, while the Watch List shall not be accessible by Access Persons except as the CCO may deem necessary to further the purposes of this Code of Ethics or for other purposes the CCO deems necessary or appropriate.

 

- 22 -


The Companies also maintain a list of bank loan borrowers which are not currently issuers of public securities and which Personnel have accessed their private information on services such as, but not limited to, Intralinks, Debt Domain or SyndTrak.

The Companies also maintain a list of private issuers (such as hedge funds or private operating companies) in which Personnel are invested, based on information gathered as part of the procedures outlined in this Code.

As a general matter, the CCO shall be responsible for the determination to add or remove an issuer from any of the Restricted List, the Watch List, the list of bank loan borrowers, the list of private issuers or any other lists deemed necessary to comply with these provisions of the Code.

In considering whether an issuer should be added or removed from the Restricted or Watch List, the following presumptions shall apply:

 

  1.

Issuers that are the subject of an Information Wall or similar controls should be placed on the Companies’ Watch List.

 

  2.

Issuers as to which Personnel are in possession of material nonpublic information should be placed on the Companies’ Watch List, provided that if such information is not restricted to a limited number of Walled Off individuals, the issuer should be placed on the Companies’ Restricted List.

 

  3.

Issuers for whom Personnel serve as directors or members of official creditors’ committee should generally be placed on the Restricted List or, if information walls or other appropriate measures are taken, on the Watch List.

 

  E.

Reporting of Insider Trading Activity

All DoubleLine Personnel are required to immediately report to the CCO any activity related to a client or client related account or employee or employee related account that appears to be based upon material nonpublic information. Upon receipt of such notice, the CCO shall be responsible for conducting such review with respect thereto as the CCO believes appropriate and, in conjunction with the Companies’ senior management, for determining whether the Companies should take any action in response thereto, including reporting such matter to any official, as may be required or appropriate and for documenting such notice, review and determination. The CCO may deem it appropriate, but is not required, to engage outside counsel to investigate or assist with a review of such matters.

 

References:

  

Advisers Act Section 204A: Prevention of Misuse of Nonpublic Information

  

Advisers Act Section 206: Prohibited Transactions by Investment Advisers

  

Exchange Act, Section 9: Manipulation of Security Prices

  

Exchange Act, Section 10: Manipulative and Deceptive Devices

  

Exchange Act Rule 10b5-1: Trading on the Basis of Material Nonpublic Information in Insider Trading Cases

    

Exchange Act Rule 14e-3: Transactions in Securities based on Material, Nonpublic Information in the Context of Tender Offers

 

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VII.    REPORTING OF ACCOUNTS AND TRANSACTIONS INVOLVING SECURITIES AND OTHER FINANCIAL PRODUCTS

 

  A.

General Statement of Companies’ Policy With Respect to Account and Notification

All DoubleLine Personnel, other than Disinterested Trustees, are required to notify the Companies promptly, in the manner provided below, upon the opening of any outside account by a DoubleLine Personnel or an Immediate Family Member of a DoubleLine Personnel, each as hereinafter defined, for the purchase, holding or disposition of any financial product, e.g., a security, future, commodity, or any derivative thereon. To the extent you report an account over which neither you nor any other Immediate Family Member has any direct or indirect influence or control over, you may be required to certify in writing that they have no direct or indirect influence or control over such account. See also the section below entitled “Non-Volitional Transactions” below.

DoubleLine Personnel, other than Disinterested Trustees, must report any account that is beneficially owned by (i) them; (ii) their spouse or domestic partner; (iii) any Immediate Family Member (as defined below); and (iv) any account as to which any of the foregoing has discretionary authority or direct influence or control, including any account for which an individual acts as trustee, executor or custodian, but excluding any account for an Adviser’s client to the extent the discretion is exercised on behalf of the Adviser.

The term “Immediate Family Member” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or domestic partner, sibling, mother-in-law, father-in-law, son-in law, brother-in law, or sister-in-law, including all adoptive relationships, but only to the extent such family member shares a household with the individual.

Personnel who are new to the Companies must promptly notify the Companies within ten (10) business days of all existing accounts that would otherwise fall within the foregoing notification. All DoubleLine Personnel are also required to notify the Companies promptly upon any change in the account set up information, e.g., a change to the name of the account or the account number, or the closing of such account.

Any information required to be submitted to the Companies pursuant to this Section VII may be delivered, at the Companies’ option, through authorized and designated compliance systems designed for such purpose.

 

  i.

Account and Initial Holdings Notification

All account and initial holding notifications, including account openings, changes to an account and account closings, must be made in writing or through electronic delivery of the relevant information to designated Compliance Personnel, and in the case of account openings, shall include the name of the broker, dealer, bank or other party with whom the account was established. Such notification should be provided using the designated compliance system). All initial holding notifications shall be submitted within ten (10) days of a person being designated as an Access Person and being subjected to the requirements of the Code. Information submitted in initial account and holdings reports must be current as of a date no more than forty-five (45) days prior to the date the person becomes an Access Person.

At the time any such notification is made, the brokerage or other firm that is to carry the account also must be notified by DoubleLine Personnel of the need to provide copies of account statements and confirmations to the Companies.

 

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  ii.

Right of Companies to Limit Where Accounts May be Carried

Notwithstanding anything herein, the Companies reserve the right to limit the firms at which personal securities accounts of DoubleLine Personnel and their Immediate Family Members may be opened and carried, provided that the CCO may grant exceptions to such policy in the case of hardship or for other good cause. All DoubleLine Personnel and those of their Immediate Family Members must maintain accounts only with broker dealers or other financial institutions on the designated brokers list. The criterion for broker approval is whether a broker is able to provide electronic feeds to DoubleLine for purposes of monitoring and administration of the Code and the designated compliance system can effectively accommodate the electronic feeds. A list of designated brokers shall be published by the Compliance Department for reference by employees. Limited exceptions may be granted by the CCO in such cases as may be necessary or prudent on a case by case basis (such as accounts of immediate family members of employees).

New employees must transfer their existing accounts within a specified period of time as determined by the Compliance Department if their account is not held at a broker listed on the designated broker list. Accounts subject to this Code and previously reported to the Compliance Department as of January 1, 2021 are not subject to the requirement that they be with a designated broker.

 

  iii.

Disclosure and Furnishing of Quarterly Transaction Reports Regarding Financial Products

No later than thirty (30) calendar days after the end of each calendar quarter, all Personnel, other than Disinterested Trustees, must provide designated Compliance Personnel with the following information with respect to all transactions during such quarter involving a security or financial product, other than “Excluded Transaction,” as defined below, in which they have any direct or indirect beneficial interest:

 

  1.

The date of the transaction, the type of product and, as applicable, the exchange ticker symbol or CUSIP, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each security or financial product involved;

 

  2.

The price of the security or financial product at which the transaction was effected;

 

  3.

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

 

  4.

The date that the report is submitted.

Excluded Transactions

For purposes hereof, the term “Excluded Transaction” means any of the following:

 

  1.

A transaction involving an Excluded Product (as defined in Section VII A 7) or a Non-Volitional Transaction

 

  2.

A transaction as to which all the information required to be reported is contained in a broker trade confirmation or account statement that has been previously provided hereunder;

 

- 25 -


  3.

A transaction pursuant to an “Automatic Investment Plan,” which, in accordance with Investment Company Act Rule 17j-1(a)(11), 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 and which includes a dividend reinvestment plan.

 

  iv.

Annual Holdings Reports

As required by Rule 204A-1 under the Advisers Act, and Rule 17j-1 under the Investment Company Act, not later than 45 days after January 1st, all Personnel, other than Disinterested Trustees, are required to report in a dated writing to the CCO the following information, which must be current as of December 31st:

 

  1.

The title, number of shares and principal amount of each security or financial product, other than an Excluded Product, in which the individual has any direct or indirect beneficial ownership;

 

  2.

The name of any broker, dealer, bank or other party through whom an account is held for the direct or indirect benefit of the individual.

 

  3.

The timing of the submission of these reports is designed to coincide with a quarterly transaction report to alleviate confusion about the submission of reports.

 

  v.

Reporting Requirements Applicable to Disinterested Trustees

While Disinterested Trustees are not subject to the foregoing reporting requirements, they are required to report any transaction, other than a “Non-Reportable Transaction” (as hereinafter defined), involving a security, other than one that is an Excluded Product, undertaken by the Disinterested Trustee or any DoubleLine Personnel or any Immediate Family Member, if the Disinterested Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Trustee of the Fund, should have known that, during a 15-day period immediately preceding or after the date of the transaction, (i) the Fund purchased or sold such security, or (ii) the Fund or an adviser to the Fund was considering the purchase or sale of such security (such transaction a “Covered Transaction”).

 

  1.

Reporting Requirements

Any Disinterested Trustee that is required to report a Covered Transaction shall, no later than thirty (30) calendar days after the end of the calendar quarter in which such transaction occurred, file such report containing such information with respect to such transaction and any account in which the transacted securities were held with the Funds’ CCO.

 

  2.

Definition of Non-Reportable Transaction

For purposes hereof, the term “Non-Reportable Transaction” means any transaction taken as part of an Automatic Investment Plan or a Non-Volitional Transaction.

 

  vi.

Other Reports or Information

Notwithstanding the foregoing, all Personnel may be required to provide such additional information regarding any holdings of, or transactions in, financial products at such times and in such manner as designated Compliance Personnel may request.

 

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  vii.

Excluded Products

For purposes hereof, the term “Excluded Products” means the following:

 

  1.

Direct obligations of the federal government of the United States (Note for clarification: this does not include obligations of any state, including obligations of any municipality or state agency).

 

  2.

Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements.

 

  3.

Shares issued by money market funds.

 

  4.

Shares in open-end investment companies (mutual funds) (Note: this does not include open-end investment companies that are advised or sub-advised by DoubleLine or any affiliate).

 

  5.

Shares issued by unit investment trusts that are invested exclusively in one or more mutual funds not advised by DoubleLine or any affiliate. (Mutual funds and ETFs advised or sub-advised by DoubleLine or any affiliate are “Reportable Funds”.)

 

  6.

Purchases or sales of physical currencies and physical commodities.

 

  7.

Investments in 529 plans not managed, distributed, marketed or underwritten by a DoubleLine or any of its affiliates.5

 

  viii.

Non-Volitional Transactions

For purposes hereof, the term “Non-Volitional Transaction” means any transaction effected in an account over which neither the applicable Personnel nor any of the Personnel’s relevant Immediate Family Members have any direct or indirect influence or control, including transactions such as demutualization, stock splits, stock from mergers or spin-offs, automatic tender offers or stock dividends.

 

   

References:

   Advisers Act Rule 204A-1(a) (3): Investment Adviser Codes of Ethics (review of securities transactions and holdings)
   Advisers Act Rule 204A-1(b): Investment Adviser Codes of Ethics (reporting requirements)
   Advisers Act Rule 204-2(a)(13)(1): Books and Records to be Maintained by Investment Advisers (record of report with respect to securities transactions)
   Advisers Act Rule 204-2(e): Books and Records to be Maintained by Investment Advisers (holding period for certain records)
   Investment Company Act Rule 17j-1(d): Personal Investment Activities of Investment Company Personnel (Reporting Requirements of Access Persons)

 

 

5 

See SEC no-action letter, WilmerHale, July 28, 2010.

 

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   Investment Company Act Rule 17j-1(e): Personal Investment Activities of Investment Company Personnel (Preapproval of Investments in IPOs and Limited Offerings)

                

   Investment Company Act Rule 17j-1(f): Personal Investment Activities of Investment Company Personnel (Recordkeeping Requirements)

VIII.    INVESTMENT ACTIVITIES

 

  A.

Overview

The Companies impose a number of restrictions on trading and investment activities by DoubleLine Personnel, other than Disinterested Trustees. These restrictions are designed to assist the Companies in complying with applicable legal and regulatory requirements; to help avoid conflicts of interest, including apparent conflicts; and, ultimately, to protect the Companies’ reputation.

 

  B.

Provisions of General Applicability

 

  i.

Prohibition on Doing Indirectly What Cannot Be Done Directly

DoubleLine Personnel are expected to comply with both the letter and the spirit of the restrictions and prohibitions set forth in this Code. Accordingly, to the extent any transaction would put an individual in an economic position that would be substantially equivalent to a prohibited or restricted transaction, such transaction is similarly prohibited or restricted. By way of illustration, where a long position in an underlying equity would be prohibited, it would be prohibited for an individual to establish a derivative or synthetic position that achieves similar economics.

 

  ii.

When in Doubt

When in doubt as to the applicability of these restrictions and prohibitions to any transaction, Personnel should either refrain from entering into the transaction or discuss the matter with their supervisor or Compliance Personnel.

 

  iii.

Breaking Trades

As all or part of a sanction imposed, the Companies may require that Personnel break or unwind any transaction entered by any Personnel in violation of these provisions. In such case, the Companies shall not have any obligation to reimburse the individual for any loss suffered as a result thereof and any realized profits shall be disgorged and provided to a charitable organization chosen by the Companies.

 

  iv.

Hardship

The CCO may grant exceptions to certain restrictions or prohibitions set forth herein in the case of hardship or for other good cause, provided that any such exemption shall be documented and otherwise in compliance with any applicable legal requirements.

 

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  v.

Trade Request Submission Requirements and Timing Expectations

Personnel should understand that the Approving Officers will be under no obligation to respond to any request for approval within any stated time and once any such matter is considered may withhold approval for any reason or for no reason at all and, in any event, may withhold approval where it is determined that any such transaction may be legally uncertain, may give the appearance of a conflict of interest, or may expose the Companies to reputational risk, risk of regulatory inquiry or other harm, no matter how remote.

All personal trades must be submitted through the designated compliance system. Certain transactions may require additional documentation at the discretion of the Approving Officers.

Should any person use email to make a personal trade request, such person is presumed to be making all the representations that are present on the forms available in the designated compliance system. The use of email to make such requests should be restricted to situations such as when the requestor is out of office or the use of the prescribed form is otherwise impractical and such procedure should be the exception to the general procedure of requesting preapproval through the designated compliance system.

NOTE: Post-approval is not permitted. Any trade completed before pre-approval is obtained or after the approval window has terminated may be broken or unwound as provided at Section VIII. B. 3 and may result in disciplinary action.

 

  C.

Prohibitions and Pre-Approval Requirements of General Applicability

 

  i.

Prohibited Transactions

Nonpublic Information. All DoubleLine Personnel are strictly prohibited from trading or participating in any investment activity, including without limitation the making of any recommendation, whether on their own behalf or on behalf of a shareholder or client of the Companies or other third party, based on material nonpublic information or nonpublic client information, including client securities information.

Manipulative Conduct. Personnel are strictly prohibited from engaging in any trading or investment activity that constitutes manipulative conduct. This would include trades that do not have a bona fide purpose, e.g., that are done to influence market price or convey a false appearance of price movement or volume.

Fraud. Personnel are strictly prohibited from participating in any investment activity that is known to any such individual to involve fraudulent activities such as forgery, non-disclosure or misstatement of material facts or the taking of any action that is meant to conceal or misrepresent the facts of a matter. This would include, for example, knowingly backdating a document or recording a trade as occurring at an incorrect time.

Restricted List. Absent an exception specifically granted by the CCO, Personnel are prohibited from trading or participating in any investment activity in any security on the Companies’ Restricted List.

Uncovered Short Trade. Personnel are prohibited from entering into an uncovered short trade.

Uncovered Option. Personnel are prohibited from writing an uncovered option.

 

- 29 -


  ii.

Transactions Requiring Additional Documentation to obtain Pre-Approval

All DoubleLine Personnel are prohibited from engaging in any Restricted Transaction (as defined below) without first obtaining prior approval by the CCO or the CCO’s designees (collectively, the “Approving Officers”).

For purposes hereof, a Restricted Transaction shall mean:

 

  1.

acquiring ownership, directly or indirectly, in any security issued in an initial public offering or a limited offering or private placement (each as defined below), including any interest in a hedge fund.

For purposes of the foregoing, the term “initial public offering” shall mean an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration was not subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934.

 

  2.

transfers of interest in private placements sponsored by the Companies, other than transfers for estate planning purposes or that are court-mandated.

For purposes of the foregoing, the terms “limited offering” or “private placement” shall each mean an offering of securities that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), which provides an exemption for transactions by an issuer not involving any public offering, or Section 4(6), which involve offers or sales by an issuer solely to one or more accredited investors, or pursuant to Rule 504, Rule 505, or Rule 506 of Regulation D, which allow offerings for a limited dollar amount and/or to a limited number of investors, or any other applicable exemption from registration under the Securities Act of 1933.

 

  3.

Transactions involving any closed end fund advised or sub advised by DoubleLine must be pre-approved without exception. It may prove necessary for the Code of Ethics Committee to discuss such requests and reach agreement as to whether that transaction can be approved considering the circumstances.

Closed end funds not managed by DoubleLine require preapproval as described below under “Transactions requiring pre-approval”.

Requests for approval of all Restricted Transactions must be submitted directly to the CCO. When considering approval of any request, the Approving Officers will take into consideration whether the investment opportunity is one that should have been reserved for an Adviser’s clients and whether the opportunity is being offered by virtue of the individual’s position with an Adviser.

 

   

References:

   Advisers Act Section 204A: Prevention of Misuse of Nonpublic Information
   Advisers Act Section 206: Prohibited Transactions by Investment Advisers
   Advisers Act Rule 204A-1(c): Investment Adviser Codes of Ethics (pre-approval of certain investments)
   Advisers Act Rule 204-2(a)(13)(iii): Books and Records to be Maintained by Investment Advisers (record of decision regarding certain securities acquisitions)

 

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   Investment Company Act Rule 17j-1(e): Personal Investment Activities of Investment Company Personnel (Pre-Approval of Investments in IPOs and Limited Offerings)

 

  iii.

Transactions Requiring Pre-approval

Before you execute a personal trade, the trade may need to be pre-approved (i.e., pre-cleared) to ensure that there is no conflict with the Companies’ current trading activities on behalf of its clients (including the Funds). All trades in any security must be precleared, except as provided below.

 

  1.

Pre-Approval is required for the following types of transactions:

 

   

Any Security (unless excluded below): You must preclear trades in any security, which means any bond, stock, debenture, certificate of interest or participation in any profit-sharing venture, warrant, right and generally anything that meets the definition of “security” under the Investment Advisers Act of 1940 and the Investment Company Act of 1940. Except for money market instruments and G- 7 government direct obligations, all fixed income securities must be precleared.

 

   

Common Stocks: You are required to preclear all publicly traded common stocks (any equity security). Restrictions also apply to investments in private placements (including private funds) or initial public offerings (see discussion below).

 

   

Derivatives: Trades in any financial instrument related to a security or commodity interest that is required to be pre-cleared, including options on securities, futures contracts, single stock futures, options on futures contracts and any other derivative must be precleared.

 

   

ETFs: You are required to preclear all trades in any ETF.

 

   

Shares in any Closed-end Fund or REIT: Preclearance is required if you purchase or sell shares of any closed-end funds and/or REITs, including any advised or sub-advised by the Companies.

 

   

Systematic Investment Plans: Preclearance is required when executing an initial instruction for any purchases or sales that are made pursuant to a systematic investment or withdrawal plan involving a security that requires preclearance. A systematic investment or withdrawal plan is one pursuant to which a prescribed purchase or sale will be automatically made on a regular, predetermined basis without affirmative action by the Access Person. As such, only the initial investment instruction (and any subsequent changes to the instruction) requires preclearance.

 

   

Private Placement Securities: All DoubleLine Personnel must preclear any trades in private placement securities (i.e., any offering, in fixed income or otherwise, that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933). This requirement includes all private investment partnerships or funds such as hedge funds and private real estate holding partnerships.

 

- 31 -


   

Initial Public Offerings: DoubleLine Personnel may only participate after obtaining preclearance from the CCO or his designee. As a general matter, you should expect that most preclearance requests involving initial public offerings will be denied.

 

   

Commercial Real Estate: Transactions that involve the purchase or sale of commercial real estate must be pre-approved by the CCO, regardless of whether such transaction is effected through an entity controlled by the Access Person or in such Access Person’s individual capacity.

 

   

Shares of Preferred Stock: All transactions in shares of preferred stock must be pre-cleared.

 

  2.

De minimis transactions

Any personal trades of any equity security that, in the aggregate, do not exceed 5,000 shares in a rolling 30-day period or $35,000 total market value, per issuer with a market capitalization of $10 billion or greater, will be processed as a de minimis transaction.

PLEASE NOTE: Even if a personal trade qualifies as a de minimis transaction, it still must be reported to the Compliance Department reasonably in advance of being placed.

De minimis transactions may not be used for:

 

   

Any bond (debt security) trade (except trades in direct obligations of the federal government of the United States or municipal bonds);

 

   

Any security issued by a client;

 

   

Any initial public offering;

 

   

Any private placement;

 

   

Any closed end funds managed by the Companies – either as adviser or sub-adviser;

De minimis transactions may not be used to avoid compliance with other aspects of this Code.

 

  iv.

Pre-approval is not required for the following types of transactions:

 

  1.

Government Securities: Trades in any direct obligations of the U.S. Government or any G7 government are not required to be precleared. This does not include obligations of any state, including obligations of any municipality or state agency.

 

  2.

High Quality Short-term Debt Instruments: High quality short term debt instruments including bankers’ acceptances, bank certificates of deposit, commercial

 

- 32 -


  paper, variable-rate demand notes, repurchase agreements and other high quality short- term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody’s) are not required to be precleared.

 

  3.

Money Market Funds: Trades in any investment company or fund that is a money market fund are not required to be precleared.

 

  4.

Open-End Mutual Funds (other than ETFs): Subject to applicable blackout periods, trades in open-end mutual funds, including open-end mutual funds advised or sub- advised by the Companies. Note: Trades in the Companies’ open-ended mutual funds advised or sub-advised by the Companies are not required to be pre- cleared but are required to be reported if you hold them in your investment accounts, and from time to time may be subject to blackout period or holding period requirements.

 

  5.

Transactions in Retirement Accounts and Deferred Compensation Plans: Purchases or sales of investment companies or funds in the Companies’ 401(k) participant account or Deferred Compensation Plans (including open-end mutual funds advised or sub-advised by the Companies) are not required to be precleared.

 

  6.

Systematic Investment Plans: Any purchases or sales that are made pursuant to a systematic investment or withdrawal plan that has previously been approved by a Compliance Officer. A systematic investment plan is any plan where a sale or purchase will be automatically made on a regular, predetermined basis without your authorization for each transaction. The first instruction must be precleared, but each subsequent purchase is not required to be precleared unless changes are made to the terms of the standing order.

 

  7.

Certain Corporate Actions: Any acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin- offs, exercise of rights or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities is not required to be precleared.

 

  8.

529 College Savings Plans: Any transaction in units of a college savings plan established under Section 529 of the Internal Revenue Code.

 

  9.

Miscellaneous: Any transaction in any other securities as the CCO may designate on the grounds that the risk of abuse is minimal or non-existent.

If you place a Good-until-Canceled (“GTC”) or Limit Order and the order is not fully executed or filled by the end of the second business day after pre-clearance is received, you must repeat the preclearance process.

DoubleLine Personnel that are registered representatives of a broker dealer also must request written pre- approval from that broker dealer before engaging in private securities transactions or transacting in initial public offerings.

 

- 33 -


  v.

Additional Restrictions

 

  1.

Holdings Periods for Securities in Personal Accounts for all DoubleLine Personnel and Immediate Family Members

 

   

After making a purchase, you generally must hold that security for at least 60 calendar days unless specifically exempted below.

 

   

Holding periods apply for all securities except transactions in money market funds, government/sovereign securities issued by G-7 countries, high quality short-term debt instruments, and open-end mutual funds (except as described in the next bullet).

 

   

For the avoidance of doubt, the 60-day holding period applies for all mutual funds, investment companies, unit trusts, REITs, or other commingled vehicles for which the Companies serve as adviser or sub-adviser.

 

   

This limitation applies to any purchases or sales in your individual retirement account, 401(k), deferred compensation plan, or any similar retirement plan or investment account for you or your immediate family. There is no holding period for purchases or sales done through a systematic investment or withdrawal plan.

 

  2.

Blackout Periods for all DoubleLine Personnel

 

   

Seven Day Blackout period for all DoubleLine Personnel:

 

   

You may not purchase or sell a security if the Companies purchase or sell securities of the same issuer on behalf of a client within seven calendar days before or after the date of your purchase or sale.

 

  D.

Additional Restrictions Applicable to Access Persons

 

  i.

Transactions with a Heightened Approval Requirement

To avoid potential conflict situations and the appearance of a conflict, Access Persons shall not enter into any transactions that they have reason to believe could be a contrary transaction or a trading ahead transaction, each as described below, unless the particular transaction has been pre-approved by Approving Officers. The applicable Approving Officers shall only approve such a transaction where they (i) have documented their awareness of such facts as would allow the specific transaction to be characterized as a contrary transaction or a trading ahead transaction and (ii) have a reasonable belief that the transaction will not adversely impact the client’s position or strategy. In making such determination, the Approving Officers shall consider such factors, such as the size of the transaction or the liquidity of the market for such product, as they reasonably believe are relevant to such determination.

Contrary Transaction. A contrary transaction is one that reflects a view that is contrary to:

 

  1.

any currently contemplated, but unexecuted, client transaction or current recommendation made to a client or other transaction under active consideration, but only to the extent the individual is aware of such contemplated transaction or recommendation;

 

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  2.

any trade made on behalf of a client by such individual or by the Companies during the previous fifteen (15) days, but only to the extent the individual is aware of such trade; and

 

  3.

any current position known by the individual to be held by a client as a result of either or both Companies’ recommendation or decision.

For purposes of the foregoing, any strategy or research shall be considered to be a recommendation that has been made to a shareholder or client to the extent it has been made known to the applicable shareholder or client, is being prepared for the benefit of such shareholder or client, or is being used in connection with the exercise by the Companies of trading discretion on behalf of such shareholder or client.

Trading Ahead Transaction A “trading ahead transaction” is one that seeks to take advantage of market movements that are likely to result from an impending trade, e.g., an increase in price as a result of the purchase of a large position, or the execution of contemplated strategy or research.

 

  ii.

Round Trip Transactions within 60 Day Window

Access Persons shall forfeit any profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities, other than Excluded Products, within any sixty (60) day period. Such profits will be calculated by matching most recent purchases against a given sale or most recent sales against a given purchase.

Other limitations under this Code on such a transaction may apply.

Note: This prohibition effectively limits the utility of options trading and short sales of securities and could make legitimate hedging activities less available.

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

THE FOLLOWING SUMMARY OF PERSONAL SECURITIES TRADING REQUIREMENTS IS PROVIDED TO ASSIST THE READER. IT IS NOT A SUBSTITUTE FOR THE DETAILED DISCUSSION WITHIN THIS CODE OF ETHICS OF THE PERSONAL SECURITIES TRADING REQUIREMENTS. THE INTERPRETATION OF THE CODE OF ETHICS BY THE CAPITAL CCO SHALL SERVE AS THE FINAL ARBITRATION OF THE CODE OF ETHICS PERSONAL TRADING REQUIREMENTS.

 

Transactions or securities not requiring pre-approval
Excluded Products
Non-Volitional transactions
Automated Investment Plans
Automated payroll purchase or sale of DoubleLine Funds into the DoubleLine 401(k) up to the annual statutory limit for contributions to a 401(k) plan
Automated (pre-planned) rebalancing transactions leading to the purchase or sale of DoubleLine Funds into the DoubleLine 401(k)
Purchase or sales of shares issued by open-end mutual funds and unit investment trusts that are invested including funds advised or sub-advised by an Adviser or any affiliate

 

- 35 -


Transactions or securities REQUIRING pre-approval
Trades in any closed end fund advised or sub-advised by DoubleLine
Trades in any stock (to mean: any equity security)
Trades in any bond that is not an Excluded Product
Trades in any closed end fund
Trades in any ETF
Trades in any financial derivatives
De minimis transactions
Transactions or securities REQUIRING increased review or documentation before pre-approval
ANY private placement (private company, hedge fund, etc.)
ANY Initial Public Offering (IPO)
ANY trade in a DoubleLine advised (or sub-advised) Closed End Fund
Contrary Transactions
Trading Ahead Transactions

IX. ANNUAL REVIEW BY TRUSTEES

No less frequently than annually, the Chief of Compliance and other senior management shall furnish a written report to the Trustees, which shall:

 

   

describe any issues arising under the Code of Ethics or “material compliance matter,” as such term is defined at Rule 38a-1(e)(2) of the Investment Company Act, not previously reported to the Trustees, including any information regarding sanctions and remedial actions taken in response thereto;

 

   

list all waivers given by quantity and type and describe any waivers that might be considered material or important by the Trustees;

 

   

list all approvals of investments in IPOs and Limited Offerings that were granted;

 

   

certify that the CCO has reviewed the Code and the compliance and supervisory policies and procedures of the Companies and has found that they are reasonably designed to prevent violations of the Federal Securities Laws and of the Code itself.

The CCO shall provide reports similar to those described above (and elsewhere in the Code) to the boards of trustees (or directors) of other registered investment companies for which an Adviser serves as an adviser or sub-adviser.


Code of Ethics of Federated, revised 4/26/2021

Exhibit (p)(31)

Federated Hermes, Inc.

Code of Ethics for Access Persons

Effective 04/26/2021


Table of Contents

 

         Page  

INTRODUCTION

     1  

1

  RESPONSIBILITIES      2  

1.1

  GENERAL-PRINCIPLES      2  

1.2

  COMPLIANCE WITH THIS CODE IS A CONDITION OF EMPLOYMENT      3  

1.3

  PERSONAL RESPONSIBILITY      3  

1.4

  PERCEIVED AMBIGUITY SHALL NOT EXCUSE VIOLATIONS      4  

1.5

  PRECLEARANCE DOES NOT PROTECT WRONGDOING      4  

2

  REPORTING REQUIREMENTS      4  

2.1

  INITIAL REPORTING REQUIREMENTS      4  

2.2

  QUARTERLY REPORTING REQUIREMENTS      5  

2.3

  ANNUAL REPORTING REQUIREMENTS      6  

2.4

  INDEPENDENT DIRECTORS      6  

2.5

  NON-FEDERATED HERMES OFFICERS OF FEDERATED HERMES FUNDS OR PROPRIETARY CLIENT FUNDS      7  

2.6

  ACCESS PERSONS ACKNOWLEDGMENTS OF RECEIPT OF CODE OF ETHICS AND AMENDMENTS      8  

3

  PRECLEARANCE REQUIREMENTS      8  

3.1

  PRECLEARANCE OF TRADES      8  

3.2

  DURATION AND REVOCATION      9  

3.3

  PRECLEARANCE DOES NOT PROTECT WRONGDOING      9  

3.4

  EXCEPTIONS      9  

3.5

  EXCEPTION FOR EMPLOYEE STOCK OPTIONS OF A PREVIOUS EMPLOYER      10  

3.6

  FEDERATED HERMES STOCK AND OPTIONS TRADING      11  

3.7

  SPECIAL RULES FOR EQUITY TRANSACTIONS BASED ON MARKET CAPITALIZATION      11  

4

  EXEMPT TRANSACTIONS      12  

4.1

  EXEMPT SECURITIES      12  

4.2

  DISCRETIONARY ACCOUNTS      12  

5

  PROHIBITIONS AND RESTRICTIONS      13  

5.1

  GENERAL PROHIBITIONS      13  

5.2

  EQUITY INITIAL PUBLIC OFFERINGS (IPOS) ARE PROHIBITED      14  

5.3

  PRIVATE PLACEMENTS REQUIRE PRIOR COMPLIANCE APPROVAL      15  

5.4

  PROHIBITION OF SHORT-TERM PROFITS – 60-DAY RULE – INDIVIDUAL SECURITIES      15  

5.5

  MINIMUM HOLDING PERIOD – DESIGNATED FEDERATED HERMES FUNDS      16  

5.6

  PROHIBITION ON INSIDER TRADING      16  

5.7

  DISCLOSURE OR MISUSE OF FUND INFORMATION      17  

5.8

  BLACK OUT PERIODS - FUND TRADES      17  

5.9

  PRIOR KNOWLEDGE      18  

5.10

  SERVING AS A DIRECTOR OR OFFICER OF OUTSIDE ORGANIZATIONS      18  

5.11

  EXCESSIVE TRADING AND MARKET TIMING      20  

5.12

  INDEPENDENT DIRECTORS      20  

5.13

  RESTRICTIONS ON INVESTMENT CLUBS      21  

5.14

  DISCLOSURE OF PERSONAL INTERESTS      21  


6

  PROHIBITIONS ON GIVING/RECEIVING GIFTS; POLITICAL AND CHARITABLE CONTRIBUTIONS      22  

7

  REVIEW, REPORTING, EDUCATION AND SANCTIONS      24  

7.1

  MANAGEMENT REVIEW OF INVESTMENT PERSONNELS TRADING ACTIVITY      24  

7.2

  COMPLIANCE REVIEW OF REPORTS AND TRADING ACTIVITY, AND THIS CODE OF ETHICS      24  

7.3

  SELF-DISCOVERY AND REPORTING      25  

7.4

  EDUCATION      25  

7.5

  SANCTIONS      25  

7.6

  FACTORS FOR CONSIDERATION      26  

7.7

  REPORTING OF VIOLATIONS      26  

8

  DEFINITIONS      26  

8.1

  1933 ACT      26  

8.2

  1934 ACT      26  

8.3

  1940 ACT      26  

8.4

  ACCESS PERSON      27  

8.5

  ADVISER      27  

8.6

  ADVISERS ACT      27  

8.7

  ASSOCIATED PROCEDURES      27  

8.8

  AUTOMATIC INVESTMENT PLAN      27  

8.9

  BENEFICIAL OWNERSHIP      27  

8.10

  BOARD      28  

8.11

  CODE      28  

8.12

  COMPLIANCE COMMITTEE      28  

8.13

  COMPLIANCE DEPARTMENT      28  

8.14

  CONTROL      28  

8.15

  COVERED SECURITY      28  

8.16

  FEDERAL SECURITIES LAWS      29  

8.17

  FEDERATED HERMES      29  

8.18

  FUND      29  

8.19

  INDEPENDENT DIRECTOR      29  

8.20

  INFLUENCE      29  

8.21

  INITIAL PUBLIC OFFERING      29  

8.22

  INVESTMENT PERSON; INVESTMENT PERSONNEL      30  

8.23

  PRIVATE PLACEMENT      30  

8.24

  PURCHASE OR SALE      30  

8.25

  REPORTABLE FUND      30  

8.26

  SEC29      30  

8.27

  SECURITY      31  

8.28

  SUPERVISED PERSON      31  

8.29

  UNDERWRITER      31  

8.30

  VENDOR      31  

ADDENDUM

   Access Persons Procedures      A-1  

                

   Compliance Department Procedures      B-1  


CODE OF ETHICS FOR ACCESS PERSONS

Introduction

This Code sets forth standards of conduct and professionalism that apply to all persons designated as Access Persons by the Compliance Department. This Code was designed and established, and will be maintained and enforced, to protect Federated Hermes’ clients (or Funds) by deterring misconduct and to guard against violations of the Federal Securities Laws. This Code reinforces the value that Federated Hermes places on ethical conduct. Each Access Person must comply with this Code and uphold Federated Hermes’ ethical standards at all times. Each Access Person also is responsible for ensuring that spouses, children and others residing in the same household do not violate applicable provisions of this Code.

It is Federated Hermes’ policy that business must be conducted in accordance with the highest fiduciary, legal and ethical standards. Federated Hermes’ reputation for integrity is its most important asset and each Access Person must contribute to the care and preservation of that asset. This reputation for integrity is the cornerstone of the public’s faith and trust in Federated Hermes; it is what provides Federated Hermes an opportunity to serve investors, shareholders and other stakeholders. A single Access Person’s misconduct can damage Federated Hermes’ hard-earned reputation.

This Code sets forth the fiduciary, legal and ethical requirements and certain “best practices” that must be satisfied to comply with this Code. This Code also establishes procedures that Access Persons must follow in order to comply with this Code.

Key terms are defined in Section 8 of this Code.

Access Persons. Access Persons are defined under Section 8.4 of this Code and include:

 

  (a)

Designated employees of Federated Hermes, including those who work for any subsidiary that is an Adviser, an Underwriter for funds and employees of certain other subsidiaries;

 

  (b)

Independent Directors of a fund;

 

  (c)

Designated officers of Federated Hermes funds or proprietary funds who are not employed by Federated Hermes. (e.g., designated outside counsel who serve as secretary to one or more funds); and

 

  (d)

All Investment Personnel;

 

  (e)

Any other individual designated by the Compliance Department. This may include a Federated Hermes employee or a temporary hire, vendor, consultant, service provider or other third party employee.


Application to Access Persons. This Code applies only to those individuals specified above, designated as Access Persons under this Code. Please note that certain requirements of this Code apply to Access Persons, while others may only apply to Investment Persons.

Application to Household Members. As noted above, each Access Person also is responsible for assuring that spouses, children or any others residing in the same household do not violate the provisions of this Code that are applicable to the Access Person (even if certain provisions of this Code do not specifically reference household members). See the definitions of “Access Person” and “Investment Personnel” in Section 8 of this Code for further information.

This Code also applies to accounts or holdings for persons outside the household, over which the Access Person has investment discretion, influence or control.

Questions. All Access Persons are obligated to read the requirements of this Code carefully. If you have any questions regarding how this Code applies to any conduct or practice, please contact the Compliance Department. When in doubt, an Access Person should ask before taking any action.

Compliance with Other Requirements Still Required. This Code supersedes prior versions of this Code. This Code does not supersede, or relieve an Access Person from complying with applicable laws or with other Federated Hermes standards and corporate and departmental policies or procedures which can be found on Federated Hermes’ internal website. A violation of any of these policies or procedures by an Access Person may, depending upon the circumstances, also constitute a violation of this Code.

Sanctions for Violations of this Code. Federated Hermes intends to enforce the provisions of this Code vigorously. A violation of this Code may subject an Access Person to sanctions as set forth in Section 7 below, and possible civil and criminal liability.

Adoption. Pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act (as applicable), this Code has been adopted on behalf of each investment company that is served by the Board of Directors of the Federated Hermes’ funds, Federated Hermes’ Advisers and Federated Hermes’ Underwriters.

 

1

Responsibilities

 

  1.1

General Principles

The following general principles govern all conduct of Access Persons, whether or not the conduct also is covered by more specific standards or procedures set forth below.

 

  (a)

Fiduciary Principles

Each Access Person must:

 

   

(i) place the Funds’ interests ahead of his or her personal interests;

 

   

(ii) disclose and, where possible, avoid conflicts of interest (actual or potential) and the appearance of any conflict with the Funds or any other party;

 

2


   

(iii) conduct his or her personal transactions in a manner, which is consistent with this Code and which does not interfere with Fund portfolio transactions or otherwise take unfair or inappropriate advantage of his or her position or relationship to a Fund or any other party;

 

   

(iv) not show inappropriate favoritism of one Fund over another Fund in a manner that would constitute a breach of fiduciary duty;

 

   

(v) not accept or offer inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence decision-making by either Federated Hermes, an Adviser, a Fund or any other party;

 

   

(vi) safeguard material nonpublic Fund information and control its dissemination in a manner consistent with Federated Hermes’ policies and applicable legal requirements; and

 

   

(vii) otherwise act in good faith, in an open, honest, non-misleading, professional and unbiased manner, with integrity, and in a manner that instills trust and confidence and promotes independence in the investment decision-making process, in each aspect of the Access Person’s professional activities and business (including, without limitation, in all disclosures, advertisements and other communications, and dealings, with Funds, shareholders and accountholders).

For example, an Access Person’s failure to recommend or purchase a Covered Security for the Fund in order to purchase the Covered Security for the Access Person’s personal benefit may be considered a violation of this Code.

 

  (b)

Legal Principles

In addition to complying with the above fiduciary principles, each Access Person must comply with State and Federal securities laws, rules and regulations. If you have questions concerning complying with applicable law, contact the Compliance Department or Federated Hermes’s Deputy General Counsel.

Notwithstanding any other provision of this Code, for the avoidance of doubt, nothing herein prevents reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of federal law or regulation.

 

  1.2

Compliance with this Code is a Condition of Employment

Every Access Person must adhere to the general principles set forth in Section 1.1 above, and comply with the specific provisions and Associated Procedures of this Code and the spirit of those provisions. Literal compliance with specific provisions will not be sufficient where the transactions undertaken by an Access Person show a pattern of abuse of the Access Person’s fiduciary duty or of violation of applicable legal requirements.

 

  1.3

Personal Responsibility

It is the responsibility of each Access Person to take all steps necessary before executing a personal trade, or taking other action, to verify that the trade or other action is in compliance with the provisions and intent of this Code.

 

3


  1.4

Perceived Ambiguity shall not Excuse Violations

Any Access Person who believes a particular provision of this Code is ambiguous is required to contact the Compliance Department for a determination prior to executing a transaction or taking other action subject to that provision.

 

  1.5

Preclearance does not Protect Wrongdoing

Receipt of express prior preclearance approval does not exempt you from the prohibitions outlined in this Code.

 

2

Reporting Requirements

The Reporting Requirements in Sections 2.1, 2.2, and 2.3 of this Code apply to Access Persons and their household members (generally including members of the immediate family sharing the same household, e.g., a spouse and unemancipated children) and certain partnerships, trusts, corporations or other similar arrangements. Access Persons should contact the Chief Compliance Officer for further clarification if they have questions regarding the application of this Code.

Every Access Person must report (1) all Covered Securities in which the Access Person or members of his or her household have direct or indirect investment discretion, influence or control (either for the benefit of the Access Person or for any other party), (2) all transactions in those Covered Securities, and (3) all accounts in which any Covered Securities are held. An Access Person is deemed to have influence or control over a discretionary account as described in Section 4.2.

NOTE: All information provided by the Access Person must be current as of a date no more than 45 days before the report is required to be submitted. Failure to provide that information within the time specified (if it is not being provided directly to Compliance by the financial institution or other party) shall be deemed a violation of the Code and SEC Rules.

Covered Securities transactions of Access Persons will be reviewed for compliance with the provisions of this Code. A violation may result from either a single transaction or multiple transactions if the Compliance Department determines that the transaction(s) did not comply with provisions of this Code.

Information relating to the holdings and personal trades of Access Persons will be shared with Senior Management of Federated Hermes from time to time for purposes of reviewing Access Person trading patterns and practices.

 

  2.1

Initial Reporting Requirements

Within ten (10) calendar days of becoming an Access Person, the Access Person is required to submit to the Compliance Department, a holdings report including:

 

  (a)

The full security name and description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, number of shares and principal amount of each Covered Security held in any form, (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.) in any location, in which the Access Person or household member had any direct or indirect investment discretion, influence or control, including, without limitation, those shares of Federated Hermes funds included under this Code’s definition of “Covered Security,”

 

4


  (b)

All investment accounts with a financial institution or intermediary, including the name and address of any broker, dealer, bank or other financial institution holding any Securities in which the Access Person or members of his or her household have any direct or indirect investment discretion, influence or control, and the account numbers (this does not include accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator);

 

  (c)

The date the Access Person submits the report.

The Compliance Department will direct the broker, dealer, bank or other financial institution maintaining each account to provide duplicate confirmations of all transactions and account statements directly to the attention of the Compliance Department, in a timely fashion. The Compliance Department also will obtain reports on accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator. Each Access Person must assure that such information is received.

 

  2.2

Quarterly Reporting Requirements

By the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after the end of the calendar quarter) every Access Person must review the information recorded by the Compliance Department relating to his or her personal accounts (discretionary and non-discretionary) and all transactions in any Covered Securities, regardless of the form in which such securities are held, (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.), and each Access Person must complete and submit to the Compliance Department a quarterly Securities transaction report, using TradeComply where available, to:

 

  (a)

Identify and confirm that all Covered Security transactions during the previous calendar quarter in all accounts in which the Access Person or household members have a direct or indirect investment discretion, influence or control, have been reported, including, without limitation, transactions in Federated Hermes funds included under this Code’s definition of “Covered Security” that are held in accounts with a financial institution or intermediary (this does not include accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator);

 

  (b)

Identify and confirm that all investment account information has been reported, including any new investment account(s) established during the quarter with broker-dealers, banks or other financial institutions holding any Securities in which the Access Person or members of his or her household have any direct or indirect investment discretion, influence or control, along with the name and address of the intermediary, the date the account was established and account number;

 

  (c)

Resolve any discrepancies identified with the Compliance Department; and

 

  (d)

Record an electronic signature and date on TradeComply or other process approved by the Compliance Department.

 

5


The information required in Section 2.2(a) above shall include at least the following information about each transaction involving a Covered Security in which the Access Person or household member had, or as a result of a transaction acquired, any direct or indirect investment discretion, influence or control: (1) the date of the transaction, (2) the full security name, description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, interest rate, maturity date, number of shares and principal amount of each Covered Security held, (3) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), (4) the price of the Security at which the transaction was effected, and (5) the name of the broker, dealer, bank or other financial institution with or through which the transaction was effected.

An Access Person need not submit a quarterly Securities transactions report to the extent that the report would duplicate information contained in broker trade confirmations or account statements delivered to Federated Hermes so long as trade confirmations or account statements are received by the Compliance Department no later than 25 days after the end of the applicable calendar quarter.

 

  2.3

Annual Reporting Requirements

On an annual basis and by the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after a request) from the Compliance Department, every Access Person is required to provide a written acknowledgment (1) that he or she is subject to, has received a copy of and read this Code, and (2) of his or her understanding of and compliance with this Code, its requirements and Associated Procedures. At the same time, the Access Person must review a current list of Covered Securities held in the Access Person’s account(s), as recorded by the Compliance Department, for accuracy, and complete and submit to the Compliance Department an annual report using TradeComply to:

 

  (a)

Identify and confirm all Covered Securities held in any form (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.) in any location, in which the Access Person or household member had any direct or indirect investment discretion, influence or control, including the full security name and description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, number of shares and principal amount of each Covered Security held, including, without limitation, those shares of Federated Hermes funds included under this Code’s definition of “Covered Security,” that are held in accounts with a financial institution or intermediary (this does not include accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator);

 

  (b)

Resolve any discrepancies with the Compliance Department, and

 

  (c)

Record an electronic signature and date on TradeComply or other process approved by the Compliance Department.

 

  2.4

Independent Directors

Independent Directors must report all holdings and transactions in shares of all Federated Hermes funds (including Federated Hermes ETFs) included under this Code’s definition of “Covered Security” that are held in accounts with a broker-dealer, bank or other financial institution or intermediary (this does not include accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator).

 

6


Except for holdings and transactions involving Federated Hermes funds (including Federated Hermes ETFs), an Independent Director (unless previously identified by the Compliance Department as being an Access Person who cannot take advantage of this Section) is exempt from all other reporting requirements so long as, at the time of a personal transaction in a Covered Security, such Independent Director neither knew nor, in the ordinary course of fulfilling his or her official duties as a fund director, should have known that during the 15-day period immediately before or after the director’s transaction that the Covered Security was purchased or sold by the Fund, or considered for Purchase or Sale.

Any Independent Director who is identified by the Compliance Department as being an Access Person who cannot take advantage of this Section must comply with all reporting requirements applicable to Access Persons set forth in this Code or its Associated Procedures.

 

  2.5

Non-Federated Hermes Officers of Federated Hermes Funds or Proprietary Client Funds

 

  (a)

Non-Federated Hermes personnel serving as officers of a fund who are specifically designated as Access Persons subject to this provision shall be so notified by the Compliance Department and shall be deemed to be Access Persons.

 

  (b)

Such specially designated Access Persons shall be subject to all provisions under this Code applicable to Access Persons (as applicable), except that only the following provisions apply:

 

Section 1    Responsibilities
Section 2    Reporting Requirements
Section 4.1    Exempt Securities
Section 4.2    Discretionary Accounts
Section 5.1    General Prohibitions
Section 5.2    Equity Initial Public Offerings (IPOs) are Prohibited
Section 5.3    Private Placements Require Prior Compliance Approval
Section 5.5    Minimum Holding Period – Designated Federated Hermes Funds
Section 5.6    Prohibition on Insider Trading
Section 5.7    Disclosure or Misuse of Fund Information
Section 5.9    Prior Knowledge
Section 5.11    Excessive Trading and Market Timing
Section 5.13    Restrictions on Investment Clubs

 

7


Section 5.14    Disclosure of Personal Interests
Section 6    Prohibitions on Giving/Receiving Gifts; Political and Charitable Contributions
Section 7    Review, Reporting, Education and Sanctions
Section 8    Definitions

 

  (c)

Each specially designated Access Person must notify the Compliance Department of any positions held on the Board of Directors of any publicly held company and any “for-profit” private company. In the event that the Access Person, thereafter, should be advised of an issue relating to any such company, the Access Person must recuse himself or herself from any discussion or consideration of such issues.

 

  (d)

Violations of this Code and/or suspicious trading activity shall be reported by the Compliance Department to the Senior Manager of such Access Person. A report by the employer of the steps taken in response to the issues raised shall be requested by the Compliance Department and reported to Federated Hermes management, and, in the case of a personal transaction that conflicts with a mutual fund transaction, the fund’s Audit Committee and, ultimately, the fund’s Board of Directors.

 

  2.6

Access Persons Acknowledgments of Receipt of Code of Ethics and Amendments

 

  (a)

The Compliance Department shall provide each Access Person with a copy of this Code annually. The Compliance Department also shall provide each Access Person with a copy of any amendment to this Code promptly after such amendments are adopted (and, to the extent possible, prior to their effectiveness).

 

  (b)

After receiving the copy of this Code or an amendment to this Code, each Access Person is required to provide the Compliance Department, within the time period prescribed by the Compliance Department, a written or electronic acknowledgment (1) that he or she has received and read this Code or such amendment, and (2) of his or her understanding of and compliance with this Code or such amendment, its requirements and any Associated Procedures.

 

3

Preclearance Requirements

 

  3.1

Preclearance of Trades

Unless subject to a preclearance exception, all Access Persons must preclear every Purchase or Sale of a Covered Security in which the Access Person or member of his or her household has any investment discretion, influence or control (including, without limitation, transactions in pension or profit-sharing plans, Equity Initial Public Offerings (IPOs) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition), and Private Placements), in accordance with the Associated Procedures governing preclearance.

 

8


  (a)

All Private Placement securities must be precleared by contacting the Compliance Department;

 

  (b)

All other Covered Securities must be precleared using TradeComply;

 

  (c)

Access Persons without access to TradeComply must contact the Compliance Department for assistance in preclearing transactions on their behalf.

 

  3.2

Duration and Revocation

Preclearance approval remains in effect until the end of the following business day. Preclearance approval may be revoked at any time upon notification of revocation being provided by the Compliance Department. Any revocation shall not affect any transaction made prior to such revocation notice being delivered during a time when the preclearance approval was effective.

 

  3.3

Preclearance Does Not Protect Wrongdoing

Preclearance approval and the receipt of express prior preclearance approval does not exempt an Access Person from the prohibitions outlined in this Code.

 

  3.4

Exceptions

Preclearance requirements do not apply to:

 

  (a)

Shares of any registered open end investment companies, including, without limitation, Federated Hermes open-ended funds included under this Code’s definition of “Covered Security” (note that this exception does not apply to ETFs; all ETF transactions including those involving Federated Hermes ETFs must be precleared);

 

  (b)

Involuntary purchases or sales, including mandatory corporate actions (e.g. corporate mergers, exchanges);

 

  (c)

Automatic Investment Plans, including, without limitation, dividend reinvestment plans; or automatic payroll deduction plan purchases that are either (a) made solely with the dividend proceeds, or (b) whereby an employee purchases Securities issued by an employer;

 

  (d)

Exercise of rights to purchase and any sales of such rights issued by an issuer pro rata to all holders of a class of its Covered Securities, to the extent such rights were acquired from such issuer;

 

  (e)

Exercise of rights to tender Securities when an offer is made on a pro rata basis to all holders of a class of Covered Securities;

 

  (f)

Gifts or charitable donations of a Covered Security;

 

  (g)

Purchases or sales in discretionary accounts (as outlined in Section 4.2) and/or purchases or sales in other accounts over which the Access Person or household member had or has no investment discretion, influence or control.

 

9


  (h)

Purchases and sales of Covered Securities executed by an Independent Director.

NOTE: Notwithstanding anything in this Section to the contrary, Equity Initial Public Offerings (IPOs) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition) and Private Placements shall in no event be exempt from the preclearance requirements.

 

  3.5

Exception for Employee Stock Options of a Previous Employer

Subject to the conditions indicated, an Access Person or Investment Person may exercise employee stock options for Securities of a previous employer, as follows:

 

  (a)

Access Persons and Investment Persons who are not also Portfolio Managers, Traders or Research Analysts may exercise employee stock options for Securities of a previous employer for cash or in a cashless exercise and hold the stock thereafter without preclearance or restriction that would otherwise be imposed by concurrent fund transactions, but must report the Securities when exercised.

 

  (b)

Investment Persons who are Portfolio Managers, Traders or Research Analysts may exercise such an employee stock option for cash or in a cashless exercise and hold the stock thereafter, without restriction that would otherwise be imposed by concurrent fund transactions after requesting and receiving in writing a determination by the Compliance Department that no material conflict of interest exists.

 

  (c)

A cashless exercise of employee stock options of a previous employer may occur without regard to the 60-day rule.

 

  (d)

All such exception provisions for the exercise of employee stock options shall be conditioned on:

 

  (i)

Access Persons and Investment Personnel who are not Portfolio Managers, Traders or Research Analysts must notify the Compliance Department of the exercise of any employee stock options within five business days.

 

  (ii)

Investment Personnel who are Portfolio Managers, Traders or Research Analysts must request a determination in writing by the Compliance Department that no apparent material conflict of interest exists prior to the exercise of any employee stock options and may not proceed with the exercise until such determination is received.

 

  (iii)

Approval of any such exercise shall be conditioned on full disclosure to the Compliance Department of all communications concerning that Security within Federated Hermes by the Access Person or Investment Person during the seven days prior to the exercise of an employee stock option.

 

  (iv)

Any apparent conflict of interest that is identified by the Compliance Department, before or after an exercise of employer stock options shall

 

10


  be reported to the President of the Advisory Companies and the Chief Executive Officer of Federated Hermes, Inc., and investigated further for determination as to whether a violation has occurred.

 

  3.6

Federated Hermes Stock and Options Trading

 

  (a)

All Federated Hermes employees are prohibited from trading Federated Hermes stock during announced blackout periods.

 

  (b)

All Federated Hermes employees are prohibited from short selling Federated Hermes stock.

 

  (c)

All Federated Hermes employees are further prohibited from options trading on Federated Hermes stock or purchasing Federated Hermes stock on margin without Compliance Committee approval.

Note: Employees should refer to the Federated Hermes Policy on Trading and Confidentiality for additional details.

 

  3.7

Special Rules for Equity Transactions Based on Market Capitalization

 

  (a)

To insure proper compliance with the Code and limit unintended preclearance mistakes, the Chief Compliance Officer, in conjunction with the President of the Advisory Companies requires all Investment Personnel to preclear all trades in equity securities of issuers having a market capitalization of less than $500 Million manually with the Compliance Department and such requests will be monitored and compared to Fund holdings for any appearance of conflicts of interest. ;

 

  (b)

Investment Personnel with a proposed transaction in equity securities having a market capitalization of less than $500 Million will be required submit to the Compliance Department a manual preclearance request inclusive of the proposed transaction details along with confirmation that the total requested transaction in the issuer will result in 5% or less of the Investment Person’s total current reported brokerage account exposure/ holdings. Compliance will review the submitted request to ensure that the proposed transaction. will not result in the requesting individual’s aggregate ownership exceeding the lesser of 12 of 1% of the outstanding securities of the issuer or $500,000. Additionally, the requested trade may not result in the Investment Management team, as defined in the Investment Management Organizational Chart, owning 1% or more of the outstanding securities of the issuer. Should an issue arise, the Compliance Department will review this information with the CIO - Global Equity (or Designee) to identify any holdings that might require additional special preclearance requirements and may impose a blackout or holding period of up to 90 days from the date of the last Fund trade in such security. These additional requirements will be communicated to and discussed with each affected Investment Person as they are identified.

 

11


4

Exempt Transactions

 

  4.1

Exempt Securities

Unless otherwise specified within this Code, purchases or sales of the following Securities are not subject to the Preclearance (Section 3) or Prohibitions and Restrictions (Section 5) sections of this Code:

 

  (a)

Direct obligations of the Government of the United States and U. S. Government Agencies;

 

  (b)

Bankers’ acceptances;

 

  (c)

Bank certificates of deposit;

 

  (d)

Commercial paper;

 

  (e)

High quality short-term debt instruments1, including, without limitation, repurchase agreements; and

 

  (f)

Shares of those registered open-end investment companies that are not included under this Code’s definition of “Covered Security”.

NOTE: Specified provisions of this Code are applicable to investment in Federated Hermes funds included under this Code’s definition of “Covered Security”.

 

  4.2

Discretionary Accounts

Discretionary accounts over which the Access Person (or household member) has no investment discretion, but over which the Access Person retains control to designate an investment manager, are not subject to preclearance requirements (Section 3), prohibition of short-term profits (Section 5.4) or blackout periods caused by fund transactions (Section 5.8), but retain the prohibition on trading Federated Hermes stock (Section 3.6), Equity Initial Public Offerings (IPOs) (Section 5.2), the limitations of Private Placements (Section 5.3), and the minimum holding period for designated Federated Hermes Funds (Section 5.5) specified in this Code and are subject to all reporting requirements (Section 2).

It is the Access Person’s responsibility to notify his or her broker or manager of these restrictions and limitations.

 

1 

The SEC has interpreted “high quality short-term debt instruments” to mean any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality. Personal Investment Activities of Investment Company Personnel and Codes of Ethics of Investment Companies and Their Investment Advisers and Principal Underwriters, Investment Company Act Release No. 21341 (Sept. 8, 1995) [60 FR 47844 (Sept. 14, 1995)] (proposing amendments to rule 17j-1) at note 66. This definition is repeated in the footnotes to the adopting and proposing releases for the Adviser’s Code of Ethics requirement under Rule 204A-1.

 

12


Access Persons establishing discretionary accounts and the individuals accepting discretionary authority over such accounts are required to acknowledge, in writing, their understanding and acceptance of the restrictions applicable to such accounts. Access Persons must provide information relating to the investment objective and any restrictions placed on his or her (or household member’s) discretionary account(s) and any changes made to those objectives or restrictions to the Compliance Department.

 

5

Prohibitions and Restrictions

 

  5.1

General Prohibitions

Every Access Person is prohibited from:

 

  (a)

Employing any device, scheme or artifice to defraud the Fund;

 

  (b)

Making any untrue statement of a material fact to the Fund or omitting to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

 

  (c)

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

 

  (d)

Engaging in any manipulative practice with respect to the Fund.

Examples: Causing the Fund to purchase a Covered Security owned by the Access Person for the purpose of supporting or driving up the price of the Covered Security, and causing the Fund to refrain from selling a Covered Security in an attempt to protect the value of the Access Person’s investment, such as an outstanding option.

Without limiting the foregoing:

 

  (i)

Each Access Person is prohibited from usurping investment or other business opportunities of a Fund for personal benefit (or for the inappropriate benefit of Federated Hermes). Each Access Person owes a duty to the Funds to advance the Funds’ legitimate interests when the opportunity to do so arises. This duty of loyalty is violated if an Access Person personally profits (or allows Federated Hermes to inappropriately profit) from an investment or other business opportunity that rightfully belongs to a Fund. This problem could arise, for example, if an Access Person becomes aware through the use of Federated Hermes or Fund property, information or relationships of an investment opportunity (either a loan or equity transaction) in which the Fund is or may be interested, and then participates in the transaction personally or informs others of the opportunity before offering it to the Fund. An Access Person is prohibited from using Federated Hermes or Fund property, information or relationships for personal gain (or for the inappropriate gain of Federated Hermes);

 

  (ii)

Each Access Person is prohibited from taking inappropriate or unfair advantage of his or her relationship with a Fund or a Vendor. Under this duty of fair dealing, no Access Person should take advantage of a Fund

 

13


  or a Vendor, or another person or entity, through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. All business conducted on behalf of Federated Hermes is to be done with integrity and high fiduciary, legal and ethical business standards;

 

  (iii)

Each Access Person is prohibited from misappropriating Federated Hermes or Fund assets; and

 

  (iv)

Each Access Person is prohibited from taking any action to fraudulently influence, control, coerce, manipulate or mislead any independent accountants engaged in the performance of an audit of Federated Hermes’ or a Fund’s financial statements for the purpose of rendering such financial statements materially misleading.

(Any Access Person who is a director, officer or employee of Federated Hermes should also refer to the “Corporate Opportunities,” “Fair Dealing,” “Protection and Proper Use of Company Assets” and “Improper Influence on the Conduct of Audits” requirements in Federated Hermes’ Code of Business Conduct and Ethics. If you have questions concerning the duty of loyalty, the duty of fair dealing, use of assets or conduct of audits, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.)

 

  5.2

Equity Initial Public Offerings (IPOs) are Prohibited

Access Persons may not directly or indirectly acquire Beneficial Ownership or exercise investment discretion, influence or control in any equity Security in an Initial Public Offering (IPO) without prior approval. Exceptions may be approved in the following instances:

 

  (a)

Initial Public Offerings (IPOs) relating to Securities of the employer of a spouse, when offered to all employees at the spouse’s level, or the demutualization of insurance companies, banks or savings and loans, if the Access Person owned a policy or held such a prior interest or relationship in or with the issuer, are allowed, and

 

  (b)

Initial offering of diversified investment funds, including, without limitation, closed-end funds and unit investment trusts (or “UITs”) are allowed.

All such exceptions require reporting and preclearance approval in accordance with the provisions of Sections 2 and 3 above.

Initial public offerings in fixed income securities are permitted, however no Access Person will be allowed to invest in a fixed income Security during a blackout period caused by a Fund trade.

A special purpose acquisition company (SPAC) is a company with no commercial operations that is formed to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. The initial public offerings of SPACs have the same conflict of interest potential as normal equity IPOs (potential usurpation of client opportunity or being offered the opportunity to purchase in the IPO due to client activity with the underwriting broker/dealer). Therefore, purchasing the IPO of SPAC issuances is prohibited as well. Secondary trading of SPAC shares is permitted in accordance with pre-clearance, short-swing profit, and other provisions of the Code.

 

14


  5.3

Private Placements Require Prior Compliance Approval

Access Persons may not directly or indirectly acquire Beneficial Ownership or exercise investment discretion, influence or control in any Private Placement Security without prior approval. Any such transaction requires reporting and preclearance approval directly from the Compliance Department. No Access Person will be allowed to invest in a Private Placement Security in which a Fund has an investment or contemplates participation.

If an Investment Person receives prior approval and acquires a Private Placement Security, the Investment Person must disclose this investment to the Chief Investment Officer (or the Chief Investment Officer’s designee) before the Investment Person may participate in any subsequent consideration of any potential investment by a Fund in the issuer of that Security.

Following a purchase by an Investment Person in an approved personal transaction, any purchase by a Fund of Securities issued by the same company (other than secondary market purchases of publicly traded Securities) will be subject to an independent review by the Compliance Department.

 

  5.4

Prohibition of Short-Term Profits – 60 Day Rule – Individual Securities

As a general rule, personal Securities transactions of Access Persons should be for long-term investment purposes and should not be initiated for short-term profits. Profits realized on the sale of an individual Security held less than 60 days must be disgorged.

 

  (a)

When a new purchase results in multiple lots of a Security held in personal portfolios, no lot of the same Security may be sold within 60 days if sale of any lot of the Security would result in a gain.

 

  (b)

Similarly, no Security may be purchased within 60 days of the sale of the same Security, unless the Security is purchased at a price greater than the price of any sale of the Security within the prior 60 days.

(c)      This prohibition applies to all transactions involving exchange traded funds (ETFS) except for any Federated Hermes exchange traded funds. Federated Hermes exchange traded funds are subject to the holding period based on FIFO outlined in Section 5.5.

Note: The short-term profit prohibition also applies to derivative transactions in securities. Any transaction completed to liquidate a previously established derivative position in a security (either through purchasing or selling the underlying security, assigning a derivative contract, covering margin requirements, or taking an offsetting derivative position) within 60 calendar days of the original transaction date, that results in a gain, would be a violation of the Code. Further, derivative transactions cannot have an expiration date of less than 60 calendar days at the point of purchase.

 

15


  5.5

Minimum Holding Period – Designated Federated Hermes Funds

Any holding of a Federated Hermes’ fund which, according to its prospectus has adopted Frequent Trading Policies and is subject to monitoring for Frequent Trading will be subject to the following conditions:

 

  (a)

The minimum required holding period for shares of Federated Hermes’ funds subject to monitoring for Frequent Trading is 60 days, unless the particular fund has a redemption fee provision lasting for a longer period, in which case the minimum holding period will be the same as the redemption fee period. Holding periods will be measured for fund transactions for this condition on a “first in, first out” (FIFO) accounting basis.

 

  (b)

In addition to the holding period specified above, shares of Federated Hermes’ funds that are subject to monitoring for Frequent Trading are further subject to the limitations expressed within the prospectus regarding frequency of trading that may be deemed excessive or disruptive, including but not limited to purchases and sales within 30 days or trading that is deemed disruptive over periods longer than 30 days. Such frequent or disruptive trading may occur in the same account or more than one account; that is to say that a purchase may be made in one account and a sale in another account and still be subject to these provisions. Access persons making asset allocation adjustments (transfers between or re-balancing) to investments in Federated Hermes funds that are subject to monitoring for Frequent Trading must observe these limitations and restrictions. A violation of the Frequent Trading Policies of any Federated Hermes Fund will be treated as a violation of the Code and will be subject to sanctions imposed by the Chief Compliance Officer.

 

  (c)

Systematic purchases (periodic contributions or 401k deferrals) or systematic or periodic withdrawals, that are part of a regular pattern, as determined by the Compliance Department, will generally not trigger a holding period violation. Similarly, required income distributions by a trust, minimum required individual retirement account (IRA) distributions and 529 Plan distributions for education expenses will not generally trigger a holding period violation.

 

  (d)

The Compliance Department shall be authorized to grant further exception from the required holding period in cases of exceptional hardship that could not be reasonably foreseen by an Access Person.

 

  (e)

The minimum required holding period for shares of any Federated Hermes’ exchange traded funds (ETFs) is 60 calendar days (based on FIFO) and systematic purchases that are part of a regular pattern, as determined by the Compliance Department, will generally not trigger a holding period violation. Activity involving Federated Hermes exchange traded funds also require preclearance as outlined in Section 3.1.

 

  5.6

Prohibition on Insider Trading

Use of material, non-public information about any issuer of Securities by an Access Person is prohibited, regardless of whether such Securities are held by or have been

 

16


recommended for any Fund. “Material non-public information” relates not only to issuers, but also includes, without limitation, an Adviser’s Securities recommendations and Fund Securities holdings and transactions. In limited instances, awareness of material, non-public information relating to a specific Federated Hermes Fund, could subject certain Access Persons, as identified by the Compliance Department, to a blackout period during which those specified Access Person would be prohibited from buying or selling shares of the Fund.

(See the Federated Hermes “Policy on Trading and Confidentiality” for more information. Also, any Access Person who is a director, officer or employee of Federated Hermes should also refer to the “Insider Trading” requirements in Federated Hermes’ Code of Business Conduct and Ethics. If you have questions concerning insider trading issues, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.)

 

  5.7

Disclosure or Misuse of Fund Information

Selective disclosure to third parties or misuse of any material, nonpublic Fund-related information by an access person is prohibited. No portfolio holdings or any other material, nonpublic information regarding a Fund may be disclosed, unless the same data is posted on the public website for other investors or is otherwise publicly available on a simultaneous basis. “Material” information is defined as any Fund-related information that might be expected to impact an investor’s decision to buy, sell or hold a Fund or Security, and may include, without limitation, holdings, trading strategies, pending transactions, performance or performance attribution, duration, yields or other key statistics. Requests for public disclosure of previously undisclosed information or to release information on a more frequent schedule must be approved by the President of the Advisory Companies and the Chief Compliance Officer.

The Purchase or Sale of Federated Hermes fund shares based on material, nonpublic information about the fund’s portfolio is similarly prohibited.

(See the Federated Hermes “Fund Information Disclosure Policy” for more information. Also, any Access Person who is a director, officer or employee of Federated Hermes should also refer to the “Confidentiality” requirements in Federated Hermes’ Code of Business Conduct and Ethics. If you have questions concerning disclosure or misuse of Fund information, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.

 

  5.8

Blackout Periods – Fund Trades

Portfolio Managers, Research Analysts and ETF Operations Personnel identified as serving a Fund or group of Fund(s) are prohibited from purchasing or selling any Covered Security for which there is an open “buy” or “sell” order or any Covered Security that has been purchased or sold by those Fund(s) within fifteen (15) calendar days before or after the Fund purchases or sells that Security. Personal transactions that occur before transactions in those Fund(s) will be prohibited if the aggregate related open “buy” or “sell” orders and/or purchases or sells of that Covered Security by those Fund(s) are thereafter determined to have been of an amount sufficient to trigger a blackout period. Transactions of those Funds in any amount will cause personal transactions to be prohibited for fifteen days after the trades. This provision supersedes any prior preclearance.

 

17


Investment Personnel who are not among the Portfolio ManagersResearch Analysts and ETF Operations Personnel identified as serving the Fund(s), as provided above, may not purchase or sell a Covered Security within seven (7) calendar days after one or more Funds have open “buy” or “sell” orders and/or purchases or sells in the same Covered Security in an amount sufficient to trigger a blackout period, subject to any prior preclearance.

All other Access Persons may not purchase or sell a Covered Security on any day during which one or more Funds have open “buy” or “sell” orders and/or purchases or sells the same Covered Security in an amount sufficient to trigger a blackout period, subject to any prior preclearance.

NOTE: For purposes of administering this Section, all MDT employees shall be considered Investment Personnel, but generally no MDT employees shall be considered portfolio managers, traders or research analysts.

The Compliance Department shall have discretion in determining the methodology by which blackout periods are calculated.

 

  5.9

Prior Knowledge

No Access Person may execute a personal transaction, directly or indirectly, in any Covered Security and no prior preclearance will apply, when he or she knows, or should have known, that the Covered Security is being:

 

  (a)

Considered for Purchase or Sale by the Fund; or

 

  (b)

Purchased or sold by the Fund.

 

  5.10

Serving as a Director or Officer of Outside Organizations

This Section applies to Access Persons, but not any household members of such Access Persons.

While serving the community is a worthy objective, a director or officer of any organization has access to sensitive information and charts the course of that entity. Federated Hermes must take safeguards to shield Federated Hermes and Access Persons (including, without limitation, Investment Personnel) from even the appearance of impropriety. To that end:

 

  (a)

All Access Persons are prohibited from serving as an officer or director of any other organization unless written approval is first granted by the Compliance Committee. Approval of the Committee is not required in those situations where the organization is not-for-profit and does not issue securities.

 

  (b)

All Access Persons must notify the Chief Compliance Officer in writing (by completing the Non-Federated Hermes Business or Board Activity request form) of any organization for which such Access Person serves in compliance with this Section: (1) initially upon becoming an Access Person or, (2) before they accept and begin to serve as an officer or director, and/or (3) upon resigning from any such position.

 

18


  (c)

If approval to serve as an officer or director of an organization is granted, an Access Person has an affirmative duty to (1) recuse himself or herself from participating in any deliberations inside Federated Hermes regarding such organization, and (2) not share non-public information of such organization with any Federated Hermes personnel (including, without limitation, any Investment Personnel).

 

  (d)

The President of the Advisory Companies and all Investment Personnel reporting directly or indirectly to him are further prohibited from serving as an officer or director of any publicly issued or privately held issuer of a Security (whether “for profit,” “not for profit,” “charitable” or otherwise) that is or may become an eligible investment for a Fund unless an exception is granted by the Compliance Committee pursuant to the following provisions:

 

  (i)

In the case of charitable, eleemosynary, municipal or educational organizations only, if the organization has no securities outstanding or if all Chief Investment Officers confirm in writing that the securities of the issuer either are not qualified for investment by the funds or that adequate alternative investments are available, and the President of the Advisory Companies approves, then the Compliance Committee may approve service as an officer or director by an Investment Person, subject to semi-annual confirmation by the Chief Investment Officers and approval by the President of the Advisory Companies that these conditions have not changed.

 

  (ii)

In the instances specified in Paragraph d. (i) of this Section, above, the Compliance Department shall maintain the organization on the Funds Restricted List. Inclusion on the Restricted List shall make any security of the issuer an ineligible investment for the funds. The Compliance Department shall communicate the Restricted List to all Chief Investment Officers and the President of the Advisory Companies quarterly.

 

  (iii)

If an Investment Person, at the time of adoption of this amended provision of the Code or, in the case of a new hire, at the time of his or her employment, is serving as an officer or of a charitable or eleemosynary organization that has issued securities eligible for or owned by the funds, then the Investment Person shall recuse himself or herself from all discussions concerning possible investment by the funds in such security and may request that his or her current term in such role may be completed. The Compliance Committee may approve completion of terms under such circumstances if it deems the remaining term reasonable. Approval to continue a current term will not permit the Investment Person to begin another term on the board.

 

  (iv)

If a Security issued by a charitable or eleemosynary organization becomes an eligible investment for a Fund while an Investment Person is serving as an officer or director, the Investment Person shall be subject to the same terms as are provided in Paragraph (d)(iii) of this Section, above.

 

  (v)

If a Security issued by any organization that is not a charitable or eleemosynary organization becomes an eligible investment for a Fund after an Investment Person has begun serving as an officer or director, the Investment Person must immediately resign from such role and recuse himself or herself from all matters relating to the organization.

 

19


  (e)

If an Access Person serves as an officer or director of a non-public organization, and the organization seeks to issue securities, such Access Person must, promptly after the company’s intention to issue securities becomes public, take steps to notify the Chief Compliance Officer in writing. If an exception has not been reconfirmed under this Section or if continued service would be prohibited under this Section, as of the time when the organization’s securities are first offered to the public, then the Access Person must immediately resign from such board and recuse himself or herself from all board matters.

 

  (f)

Nothing in this Section limits or restricts service on the Board of Federated Hermes, its subsidiaries, Federated Hermes Funds, Proprietary Funds, or other funds administered by subsidiaries of Federated Hermes.

NOTE: Any Access Person who is a director, officer or employee of Federated Hermes should also refer to the “Corporate Boards” requirements in Federated Hermes’ Code of Business Conduct and Ethics.

 

  5.11

Excessive Trading and Market Timing

 

  (a)

Access Persons are strongly discouraged from trading excessively. This applies to both individual Securities and registered investment company Securities included under this Code’s definition of “Covered Security.” The Chief Investment Officers, the President of the Advisory Companies and the Head of Trading will review the transaction volume of Investment Personnel on a quarterly basis. The transaction volume of other Access Persons may be reviewed with other managers periodically.

 

  (b)

Access Persons are prohibited from market timing. This includes, without limitation, entering into any agreement or arrangement to permit market timing by any fund, shareholder or accountholder or in any fund, or by any broker, dealer, bank or other financial institution, person or entity. Frequent or short-term trading into and out of funds can have adverse consequences for the funds, shareholders and accountholders who use the funds as long-term investment vehicles. Such trading in significant amounts can disrupt the funds’ investment strategies (e.g., by requiring the funds to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions or cash flow needs), increase brokerage and administrative costs and affect the timing and amount of taxable gains distributed by or in respect of the funds. Such trading may also seek to profit by estimating changes in a fund’s net asset value in advance of the time as of which net asset value is calculated.

 

  5.12

Independent Directors

Notwithstanding the other restrictions or exemptions provided under this Code, Independent Directors (other than Independent Directors identified by the Compliance Department as being Access Persons subject to additional provisions of this Code) and their household members are subject only to the following Code restrictions:

 

20


Section 5.1    General Prohibitions
Section 5.5    Minimum Holding Period – Designated Federated Hermes Funds
Section 5.6    Prohibition on Insider Trading
Section 5.7    Disclosure or Misuse of Fund Information
Section 5.9    Prior Knowledge
Section 5.11    Excessive Trading and Market Timing

In order to monitor compliance with the above referenced Code provisions, Section 2.4 further requires Independent Directors to disclose holdings and transactions in certain Federated Hermes funds (including Federated Hermes ETFs) for themselves and their household members.

 

  5.13

Restrictions on Investment Clubs

Investment Personnel who wish to participate in an investment club must request Chief Investment Officer approval prior to joining in the club activity. Names of other club members must be disclosed. The Chief Investment Officer shall notify the Compliance Department when such approval is granted.

Access Persons will be deemed to have investment discretion, influence or control in any trade by the club. All investment club activity by any Access Person will require preclearance and must be reported by duplicate confirms and statements.

 

  5.14

Disclosure of Personal Interests

All Access Persons (including, without limitation, Investment Personnel) are prohibited from:

 

  (a)

Recommending, implementing or considering any Securities transaction for a Fund, or

 

  (b)

Negotiating any agreement or otherwise arranging for any relationship with any Vendor,

without having disclosed in writing to the Chief Investment Officer (in the case of Investment Personnel) (or another person designated by the Chief Investment Officer) (Chief Investment Officers shall disclose to the President of the Advisory Companies) or the Compliance Department (in the case of all other Access Persons):

 

  (i)

any material Beneficial Ownership, business or personal relationship, or other material interest, that the Access Person has in an issuer or its affiliates, or in a Vendor, or

 

  (ii)

other material conflict of interest that the Access Person has with an issuer or its affiliates or with a Vendor.

If the Chief Investment Officer (or other designated person) or Compliance Department determines that the disclosed interest is a material conflict of interest, then the Access Person may not participate in (a) any decision-making process regarding the Securities of that issuer, or (b) any negotiations or discussions with any Vendor.

 

21


In addition to the specific requirements above, each Access Person has the responsibility to use his or her best judgment to assess objectively whether there might be even the appearance of a conflict of interest or acting for reasons of personal gain (or the inappropriate gain of Federated Hermes to the detriment of a Fund, an issuer or its affiliates or a Vendor). If you have questions regarding disclosure of personal interests and conflicts of interest, contact the Compliance Department or Federated Hermes’ Deputy General Counsel).

NOTE: Refer also to the “Conflicts of Interest” and “Personal Financial Interests; Outside Business Interests” requirements in Federated Hermes’ Code of Business Conduct and Ethics.

 

6

Prohibitions on Giving/Receiving Gifts; Political and Charitable Contributions

Access Persons are in a position of trust and must exercise great care to preserve their independence. As a general rule, no Access Person should ever receive, solicit, make or offer an inappropriate payment or anything of value in exchange for a decision involving Federated Hermes’, a Fund’s or a Vendor’s business. Decisions must be made in an unbiased manner. Bribery, kickbacks and other improper payments have no place in Federated Hermes’ business.

 

22


Without limiting the foregoing general principles:

 

  (a)

Every Access Person is prohibited from giving, either individually or in the aggregate with all other Access Persons, or receiving any gift, favor, preferential treatment, valuable consideration, or other thing of more than a de minimis value in any year to or from any Fund, or other person or entity, from, to or through whom Fund purchases or sells Securities, or an issuer of Securities or its affiliates or a Vendor. For purposes of this Code, “de minimis value” is equal to $100 in the aggregate in the US; £50 in the aggregate in the UK; and, €100 in the aggregate in Germany or less. This prohibition does not apply to:

 

   

(i) salaries, wages, fees or other compensation paid, or expenses paid or reimbursed, in the usual scope of an Access Person’s employment responsibilities for the Access Person’s employer;

 

   

(ii) meals, refreshments or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions;

 

   

(iii) advertising or promotional material of nominal value, such as pens, pencils, note pads, key chains, calendars and similar items;

 

   

(iv) the acceptance of gifts, meals, refreshments, or entertainment of reasonable value that are related to commonly recognized events or occasions, such as a promotion, new job or recognized holiday; or

 

   

(v) the acceptance of awards, from an employer to an employee, for recognition of service and accomplishment.

Note:    Access Persons must be aware that in certain instances, gifts and/or various forms of entertainment may be subject to lower limitations or be prohibited entirely to certain individuals, including government officials, and it remains the obligation of the Access Person to verify actual limits or prohibitions with the Compliance Department, (which may further require discussion with the Legal Department) prior to making a gift or engaging in such other activities. Such activities may be limited or prohibited by federal, state, local or foreign laws.

Investment Personnel should also refer to the Investment Management Gift and Entertainment Policy and Procedures.

 

  (b)

Every Access Person is prohibited from (i) making political or charitable contributions solely for the purpose of obtaining or retaining assets from, or advisory contracts or other business relationships with, federal, state, local or foreign governments or governmental agencies, or political subdivisions of any of them, or charitable organizations; and (ii) considering an Adviser’s or Federated Hermes’ current or anticipated business relationships as a factor in soliciting political or charitable donations.

NOTE: Any Access Person who is a director, officer or employee of Federated Hermes should also refer to the “Payments and Gifts” requirements in Federated Hermes’ Code of Business Conduct and Ethics. Any Access Persons who are subject to the Broker-Dealer Written Supervisory Policies and Procedures also should consult those procedures for

 

23


additional guidance on the receipt of gifts and gratuities. If you have questions regarding the receipt of gifts or political and charitable contributions, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.

 

7

Review, Reporting, Education and Sanctions

 

  7.1

Management Review of Investment Personnel’s Trading Activity

The President of the Advisory Companies, the Chief Investment Officers, the Head of Trading and such additional managers as the President of the Advisory Companies may designate will receive monthly reports of investment-related activity by Investment Personnel, such as preclearance requests, executed transactions and any other activity. Personal investment data will be reviewed to determine whether the transactions conflict with any Fund activity and whether the transactions appear appropriate and consistent with the position and responsibility of the Investment Person.

 

  7.2

Compliance Review of Reports and Trading Activity, and this Code of Ethics

Federated Hermes’ Compliance Department will review all initial holdings reports, confirmations, quarterly transaction reports, annual holdings reports and other reports and information required to be submitted under this Code to identify improper trading activity or patterns of trading, and to otherwise seek to verify compliance with this Code. Without limiting the foregoing, the Compliance Department will review personal trading activity and trading records to identify possible violations, including:

 

  (a)

Delay in reporting individual investments or investment accounts;

 

  (b)

Failure to report individual investments or investment accounts;

 

  (c)

Filing false or incomplete reports;

 

  (d)

Failure to preclear individual trades;

 

  (e)

Executing trades that violate provisions of this Code; and

 

  (f)

Failure to comply with the receipt of gifts provision.

In addition, the review may also include (as applicable, and in the Compliance Department’s discretion): (i) a comparison of personal trading to applicable restricted lists; (ii) an assessment of whether an Access Person is trading for his or her own account in the same Securities he or she is trading for Funds (and, if so, whether the Funds are receiving terms as favorable as the Access Person takes for himself or herself); (iii) an assessment of Access Person trading patterns for indications of abuse (including, without limitation, “market timing”); (iv) an analysis of any substantial disparities between the quality of performance an Access Person receives for his or her own account and that he or she receives for Funds; and (iv) an analysis of any substantial disparities between the percentage of personal trades that are profitable and the percentage that are profitable when he or she places trades for Funds.

Federated Hermes’ Compliance Department also will review this Code, and the implementation, effectiveness and enforcement of this Code, at least once annually or more frequently in response to material changes in legal requirements or business practices, as contemplated by Federated Hermes’ written compliance program.

 

24


  7.3

Self-discovery and Reporting

 

  (a)

Each Access Person is required to report violations or suspected violations by any party of this Code promptly to the Compliance Department. If the person within the Compliance Department that receives the report is not the Chief Compliance Officer, that person must report all violations reported to the Chief Compliance Officer.

 

  (b)

Immediate disclosure by an Access Person to the Compliance Department of a self-discovered violation and correction of that violation (including, without limitation, the immediate disgorging of any gain) will generally be treated as a violation to be recorded, but not as a material violation, if the Access Person has not benefited by the transaction and the Compliance Department determines that the violation was not intentional.

 

  (c)

It is Federated Hermes’ policy that retaliation against Access Persons who report actual or suspected violations of this Code is prohibited. Any actual or attempted retaliation will be treated as a separate violation of this Code, which will be subject to sanction in accordance with Section 7.5 below (including, without limitation, termination).

NOTE: Any Access Person who is a director, officer or employee of Federated Hermes should also refer to the “Reporting of any Illegal or Unethical Behavior” requirements in Federated Hermes’s Code of Business Conduct and Ethics. If you have questions concerning reporting violations, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.

 

  7.4

Education

From time to time the Compliance Department will schedule training sessions or may otherwise distribute educational materials regarding this Code. Access Persons are required to participate in all training sessions offered. Access Persons will be required to provide a written acknowledgment that the Access Person received, read and understood the Code and its administration.

 

  7.5

Sanctions

Upon determining that a violation of this Code or its Associated Procedures has occurred, the Chief Compliance Officer may take such actions or impose such sanctions, if any, as may be deemed appropriate, including, without limitation:

 

  (a)

Issue a letter of censure;

 

  (b)

Assess a fine, either nominal or substantial;

 

  (c)

Require the unwinding of trades;

 

  (d)

Require the disgorging of profits;

 

25


  (e)

Disallow discretionary accounts or required preclearance of discretionary account trades;

 

  (f)

Prohibit or place further restrictions on personal trading or other activities;

 

  (g)

Recommend suspension;

 

  (h)

Recommend a reassignment of duties or job functions; or

 

  (i)

Recommend that the employment of the violator be terminated.

 

  7.6

Factors for Consideration

Sanctions listed above may be assessed individually or in combination. Prior violations of the Access Person and the degree of responsibility exercised by the Access Person will be taken into consideration in the assessment of sanctions.

In instances where a member of the Access Person’s household commits the violation, any sanction will be imposed on the Access Person.

If extraordinary or unforeseen circumstances exist, an appeal may be directed to the Compliance Department. Appeals are solely within the discretion of the Chief Compliance Officer. The Chief Compliance Officer shall further have full discretion and authority to make special provision under and/or interpret or apply provisions of this Code.

 

  7.7

Reporting of Violations

 

  (a)

Violations of Investment Personnel and proposed sanctions will be reported to the responsible Chief Investment Officer and/or Manager. Violations of other Access Persons, and proposed sanctions, will be reported to the responsible Senior Manager. All violations and the proposed sanction will be reported to Senior Management and the Board of Directors of the Federated Hermes Funds quarterly.

 

  (b)

Any patterns or trends noted and any difficulties in administration of this Code shall be reported to Senior Management and to the Board of Directors of the Federated Hermes Funds, at least annually.

 

8

Definitions

 

  8.1

1933 Act

The “1933 Act” means the Securities Act of 1933, as amended.

 

  8.2

1934 Act

The “1934 Act” means the Securities Exchange Act of 1934, as amended.

 

  8.3

1940 Act

The “1940 Act” means the Investment Company Act of 1940, as amended.

 

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  8.4

Access Person

“Access Person” means any person who participates in or who: (i) in connection with his or her duties, obtains or could obtain any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund or (ii) any person who has access to nonpublic information regarding any Fund’s Purchase or Sale of Securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund.

“Access Person” includes, without limitation, a director, trustee, officer, managing general partner, general partner, or Investment Person of a Fund, of the Underwriter, and of the Adviser and other persons designated by the Compliance Department, any trust over which an Access Person is a trustee with investment discretion, influence or control, (either for the benefit of the Access Person or for any other party), any closely-held entity (such as a partnership, limited liability company or corporation) and any account (including, without limitation, any retirement, pension, deferred compensation or similar account) with respect to which the Access Person has investment discretion, influence or control.

Activity (including, without limitation, trading activity) by an Access Person’s household members will generally be attributed to the Access Person. (If emancipated adult children or other independent parties also reside in the household, the Access Person must either declare that the Access Person has no discretion, influence or control over the investment decisions of such other party or the Access Person must report the party as an Access Person.)

 

  8.5

Adviser

“Adviser” means any subsidiary of Federated Hermes registered as an investment adviser with the SEC.

 

  8.6

Advisers Act

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

 

  8.7

Associated Procedures

“Associated Procedures” means those procedures and/or statements that have been adopted by the Underwriter, the Adviser, a Fund or the Compliance Department, and which are designed to supplement this Code and its provisions.

 

  8.8

Automatic Investment Plan

“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, without limitation, a dividend reimbursement plan.

 

  8.9

Beneficial Ownership

“Beneficial Ownership” will be attributed to an Access Person in all instances where the Access Person directly or indirectly (i) possesses the ability to purchase or sell the

 

27


Covered Securities (or the ability to direct the disposition of the Covered Securities); (ii) possesses voting power (including the power to vote or to direct the voting) over such Covered Securities; or (iii) receives any benefits substantially equivalent to those of ownership. It is the intent of Federated Hermes that “Beneficial Ownership” be interpreted in the same manner as it would be under 17 C.F.R. § 240.16a-1(a)(2) in determining whether a person has Beneficial Ownership of a Security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.

 

  8.10

Board

The “Board” means, with respect to a fund, the board of directors or trustees or any other group serving a similar function that has adopted this Code on behalf of the fund.

 

  8.11

Code

“Code” means this Code of Ethics and any Associated Procedures.

 

  8.12

Compliance Committee

“Compliance Committee” means the committee referenced under the Federated Hermes Code of Business Conduct and Ethics, consisting of, among others, the Chief Compliance Officer, the Deputy General Counsel, the Chief Audit Executive and the Chief Risk Officer.

 

  8.13

Compliance Department

The “Compliance Department” means the Chief Compliance Officer of Federated Hermes and those other individuals designated by him or her as responsible for implementing this Code and the Associated Procedures.

 

  8.14

Control

“Control” has the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

 

  8.15

Covered Security

“Covered Security” means any Security, or interest in a Security held in any form, not expressly excluded by provisions of this Code, including, without limitation: equity and debt Securities; derivative Securities, including, without limitation, options on and warrants to purchase equity or debt Securities; shares of closed-end investment companies; all exchange traded funds; investments in unit investment trusts; and any related instruments and Securities. “Covered Security” also means shares of any Reportable Funds and any 529 Plan or annuity employing such funds, unless specifically excluded in the paragraph below. Also included are futures, swaps and other derivative contracts.

“Covered Security” does not include: (1) direct obligations of the Government of the United States or U. S. Government Agencies (regardless of their maturities); (2) bankers’ acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments, including repurchase agreements; (3) shares of 1940 Act registered investment companies that are designated as money market funds; (4) shares issued by 1940 Act registered open-end investment companies (other than

 

28


Reportable Funds) in a direct account with a mutual fund, or 529 Plan or annuity offeror when that account may only hold registered open-end investment company Securities; or (5) shares issued by unit investment trusts (or “UITs”) that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

 

  8.16

Federal Securities Laws

“Federal Securities Laws” means (a) the 1933 Act, (b) the 1934 Act, (c) the Sarbanes-Oxley Act of 2002, (d) the 1940 Act, (e) the Advisers Act, (f) Title V of the Gramm-Leach Bliley Act, (g) any rules of the SEC promulgated under any of the statutes identified in (a) through (f) above, (h) the Bank Secrecy Act as it applies to registered mutual funds and investment advisers, and (i) any rules adopted under the Bank Secrecy Act by the SEC or the Department of Treasury.

 

  8.17

Federated Hermes

“Federated Hermes” means Federated Hermes, Inc. and any of its subsidiaries as the context may require.

 

  8.18

Fund

“Fund” means (i) each investment company registered under the 1940 Act (and any series or portfolios of such company) for which an Adviser serves as an investment adviser (as defined in § 2(a)(20) of the 1940 Act or an Underwriter serves as a principal underwriter (as defined in §§ 2(a)(29) and (40) of the 1940 Act) and (ii) any other investment account or portfolio over which an Adviser exercises investment discretion (whether pursuant to a direct advisory agreement, through a managed account or “wrap fee” program, or otherwise), and (iii) any investment adviser, broker, dealer, bank, or other financial institution to which Federated Hermes provides non-discretionary investment advisory services.

 

  8.19

Independent Director

“Independent Director” means a member of the Federated Hermes Funds’ Board who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

 

  8.20

Influence

Influence means taking an action that is reasonably expected to materially modify the independent investment decision-making of a person who controls or otherwise has investment discretion with respect to an account (whether by imposing a restraint on such decision-making ability or directing a decision).

 

  8.21

Initial Public Offering

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

 

29


  8.22

Investment Person; Investment Personnel

“Investment Person” or “Investment Personnel” means (a) Access Persons with direct responsibility and authority to make investment decisions affecting the Fund (such as portfolio managers and Chief Investment Officers) and individuals who provide information and advice to such portfolio managers (such as Securities analysts); and (b) those who assist in executing investment decisions for the Fund (such as traders) and their related staff members.

“Investment Person” or “Investment Personnel” further means any trust over which an Investment Person is a trustee with investment discretion, influence or control, (either for the benefit of the Investment Person or for any other party), any closely-held entity (such as a partnership, limited liability company or corporation) in which an Investment Person holds a Controlling interest and with respect to which he or she has investment influence or control, and any account (including, without limitation, any retirement, pension, deferred compensation or similar account) with respect to which the Access Person has investment discretion, influence or control. Investment Person is intended to include and includes persons deemed to be Supervised Persons pursuant to Rule 204A-1 under the Investments Advisers Act of 1940, as further defined hereunder.

Activity (including, without limitation, trading activity) by an Investment Person’s household members will generally be attributed to the Investment Person. (If emancipated adult children or other independent parties also reside in the household, the Investment Person must either declare that the Investment Person has no discretion, influence or control over the investment decisions of such other party or the Investment Person must report the party as an Investment Person.)

 

  8.23

Private Placement

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

 

  8.24

Purchase or Sale

“Purchase or Sale” of a Security or Covered Security includes, among other things, the writing of an option, future or other derivative contract to purchase or sell a Security or Covered Security.

 

  8.25

Reportable Fund

“Reportable Fund” means any 1940-Act registered open end investment company for which an Adviser serves as investment adviser as defined in Section 2(a)(2) of the 1940 Act, or any 1940-Act registered investment company whose investment adviser or principal underwriter Controls an Adviser, is Controlled by an Adviser or is under common Control with an Adviser.

 

  8.26

SEC

The “SEC” means the Securities and Exchange Commission of the United States, and any successor thereto.

 

30


  8.27

Security

“Security” or “Securities” means any security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act.

 

  8.28

Supervised Person

“Supervised Person” means directors, officers and partners of an Adviser (or other persons occupying a similar status or performing similar functions), employees of an Adviser, and any other person who provides advice on behalf of an Adviser and is subject to the Adviser’s supervision and control.

 

  8.29

Underwriter

“Underwriter” means any subsidiary of Federated Hermes registered as a broker/dealer with the SEC.

 

  8.30

Vendor

“Vendor” means any borrower, lender, tenant, landlord, supplier, service provider (including, without limitation, a service provider to a mutual fund) or other vendor of Federated Hermes (including, without limitation, any Adviser or any other affiliate), any managed account or “wrap fee” program sponsor or turnkey platform provider, or any other third party that has or is seeking a relationship with Federated Hermes (including, without limitation, any Adviser or other affiliate).

 

Approved by:  

     /s/ John B. Fisher

    

Date: 04/23/2021

  President of the Advisory Companies     
Approved by:  

     /s/ Stephen Van Meter

    

Date: 04/26/2021

 

Compliance

    

 

31


Addendum

ACCESS PERSONS PROCEDURES

 

1

Preclearance Approval Using TradeComply

 

  (a)

All Access Persons who wish to effect a personal Securities transaction, whether a purchase, sale, or other disposition, must preclear the Covered Security in TradeComply prior to engaging in the transaction. Private Placement securities must be precleared directly through the Compliance Department.

 

  (b)

When trading options, the Access Person must preclear the option and the underlying Security before entering into the option contract.

 

  (c)

Based on established criteria, TradeComply determines whether the contemplated transaction should be permitted. The primary criterion applied is whether the Covered Security is on the Federated Hermes Equity Restricted List or Open Order lists, or whether the Covered Security was traded by any of the Federated Hermes advised Funds (fund trade information is updated nightly in TradeComply).

 

  (d)

Approval is either granted or denied immediately in TradeComply.

 

  (e)

If approval is denied, the contemplated personal transaction in that Covered Security is prohibited until prior approval is subsequently granted upon request in TradeComply.

 

  (f)

If approval is granted, the Access Person is free to effect the personal transaction in that Covered Security until the end of the next trading day only (subject to revocation as contemplated in Section 3.2 of this Code). In this regard, open orders extending beyond the next trading day (good till cancel) must be resubmitted for approval in TradeComply to comply with this Code.

 

  (g)

All trade requests and their dispositions are maintained in TradeComply and reviewed by the Compliance Department in conjunction with other information provided by Access Persons in accordance with this Code.

 

  (h)

The Compliance Department reviews all potential violations identified by TradeComply after Fund trades and personal trades have been compared and determines the appropriate action to be taken to resolve each identified violation.

 

2

Federated Hermes Funds Compliance Review

Access Persons must provide all relevant information concerning investments in Federated Hermes funds held in accounts with financial institutions or intermediaries (banks, broker-dealers, etc.) to the Compliance Department in the same manner and subject to the same timing requirements as individual Securities.

 

A-1


3

Non-U.S. Based Federated Hermes Access Persons

 

  (a)

Access Persons who are not located in the U.S. must request preclearance approval from the Compliance Department via email. Access Persons must provide specific trade details including the issuer name, anticipated date of transaction, full name of Security (i.e., title), description (i.e., type), CUSIP or SEDOL number or exchange ticker symbol, number of shares and principal amount, interest rate and maturity date (if applicable) and the type of transaction (purchase or sale). The Compliance Department requests preclearance for the transaction through TradeComply during normal business hours on the day the request is received. The Compliance Department notifies the Access Person via email of the results of the preclearance request.

If the trade request is approved, the Access Person must execute the trade no later than the close of business on the business day following the date of the request (subject to revocation as contemplated in Section 3.2 of this Code).

 

4

Non-Federated Hermes Access Persons

 

  (a)

Transaction and holdings information of non-Federated Hermes officers of Federated Hermes and/or proprietary funds shall be reviewed on a quarterly basis to determine whether any patterns of conflict are exhibited with any Funds for which Federated Hermes has access to Fund transaction information, and

 

  (b)

Data relating to the trades of all personnel designated as Access Persons of a Fund for which Federated Hermes does not have access to Fund transaction information will be submitted to Compliance Department or other appropriate personnel of the Fund’s adviser for review on a quarterly basis.

 

A-2


COMPLIANCE DEPARTMENT PROCEDURES

 

1

Preclearance

 

  (a)

Documentation of valid preclearance approval, including a statement that the Access Person was not aware of any consideration of a Security by research analysts or Fund portfolio managers for a recommendation, an actual Fund trade or an anticipated transaction, shall be conclusive for purposes of reviewing a personal transaction, unless additional facts or a preponderance of circumstances suggest otherwise. This conclusive presumption does not apply to research analysts covering or recommending a Covered Security involved in a Fund trade or portfolio managers of a Fund making a trade in that Security.

 

  (b)

Before approving a preclearance request for a Private Placement, submitted by an Access Person, the Compliance Department shall inquire of the appropriate portfolio manager(s) and head trader(s) as to whether an order is pending or expected to be entered for the same Security. In cases where an Investment Person has submitted the request for preclearance, the Compliance Department shall also notify the Chief Investment Officer to whom the Investment Person reports. The Compliance Department will notify the Access Person as to whether or not the investment has been precleared.

 

2

Initial Reporting Process

 

  (a)

A member of the Compliance Department meets with each new Access Person and reviews this Code, the Insider Trading Policy and the procedures for preclearing personal Securities transactions through TradeComply.

 

  (b)

The Access Person is required to complete the “Certification and Acknowledgment Form” to acknowledge his/her understanding of this Code and return it to the designated Compliance Assistant within ten (10) calendar days.

 

  (c)

In addition, the Access Person is required to complete the “Personal Security Portfolio Forms” which includes information detailed in Section 2.1 of the Code, and:

NOTE: Information provided by the Access Person must be current as of a date no more than 45 days before the report is submitted. Failure to provide that information within 10 calendar days is deemed a violation of the Code and SEC Rules.

 

  (d)

Separate forms must be completed for the Access Person and all household members as defined in Section 8.4 of this Code. The signed form(s) must be returned to the Compliance Department within ten (10) calendar days.

 

  (e)

A member of the Compliance Department inputs current portfolio holdings information into TradeComply as “initial” holdings.

 

  (f)

The Compliance Department notifies each broker, dealer, bank or other financial institution that duplicate confirmations and statements for the Access Person and household members, if applicable, must be sent to the Chief Compliance Officer, effective immediately. The Compliance Department also will obtain reports on accounts held directly with Federated Hermes’ Transfer Agent and 401k Plan Administrator.

 

B-1


3

Quarterly Reporting Process

 

  (a)

On the first business day after each calendar quarter end, the Compliance Assistant sends an e-mail to each Access Person giving step-by-step instructions on how to complete the quarterly reporting requirements using TradeComply.

 

  (b)

By the date specified by the Compliance Department (but no later than thirty (30) calendar days of the quarter end), the Access Person is required to:

 

  (i)

review for accuracy all Covered Security transactions recorded during the previous calendar quarter in all personal and household member accounts;

 

  (ii)

review all open account information, including names of broker-dealers, banks and other financial institutions, addresses and account numbers;

 

  (iii)

notify the Compliance Department of any new accounts established with broker-dealers, banks or other financial institutions during the quarter and the date the account was established;

 

  (iv)

resolve any discrepancies with the Compliance Department;

 

  (v)

record an electronic signature and date on TradeComply.

Information provided by the Access Person must be current as of a date no more than 45 days before the report is submitted. Failure to provide that information within 10 calendar days is deemed a violation of the Code and SEC Rules.

The information required shall include the information detailed in Section 2.2 of the Code.

An Access Person need not submit a quarterly Securities transactions report to the extent that the report would duplicate information contained in broker trade confirmations or account statements delivered to Federated Hermes so long as such trade confirmations or account statements are received by the Compliance Department by the date specified by the Compliance Department (but in no later than 25 days after the end of the applicable calendar quarter).

 

  (c)

Chief Compliance Officer Stephen Van Meter reviews potential violations of the Code by any Access Person periodically during the calendar quarter.

 

  (d)

The Compliance Department issues memos to each Access Person involved if any personal transactions executed during the quarter appear to be violations of this Code.

 

  (e)

Based on the facts and the Access Person’s response to the memo, the Chief Compliance Officer may impose or recommend any of the sanctions identified in Section 7 of this Code.

 

B-2


4

Annual Reporting Process

 

  (a)

At least annually, the Compliance Department requires that each Access Person read this Code and certify and acknowledge his/her understanding of this Code and its requirements.

 

  (b)

In addition to the quarterly reporting requirements, on an annual basis, the Compliance Department requires each Access Person to confirm and certify that the records of all Covered Securities holdings in Trade Comply are complete and accurate.

This re-certification is required to be completed by the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after a request) from the Compliance Department. The Compliance Department monitors compliance with this requirement through the electronic signatures on TradeComply.

 

5

Reportable Funds Transactions

On a quarterly basis, the Compliance Department will request and review a report of Federated Hermes Fund Securities transactions by Access Persons and Investment Personnel from both the Federated Hermes Transfer Agent and the 401k Plan Administrator and from other accounts reported by Access Persons and Investment Personnel. After reviewing these transactions, the Compliance Department will discuss any issues identified with the Access Person and management and take appropriate action, as provided by the Code.

 

6

Blackout Periods – Fund Trades

A transaction in a Covered Security by a Fund shall trigger a blackout period as specified above for Access Persons and Investment Persons, (other than the Portfolio Managers, Traders and Research Analysts serving a Fund in which such purchase or sale occurs), only if the aggregate of open orders and executed purchases and sales in the security within the Federated Hermes complex is equal to or exceeds a specified threshold on each trading day. That threshold shall be defined by asset type, as follows:

 

Covered Security

   Threshold equal to or greater than:

Equity

   1% of the average daily
volume measured over the
preceding 20 trading days.

Fixed Income

  

Investment Grade

  

Corporate Obligation

   $250,000

State or Foreign Obligation

   $250,000

Municipal Obligation

   $250,000

 

B-3


High Yield

  

Corporate Obligation

     $100,000  

State or Foreign Obligation

     $100,000  

Municipal Obligation

     $100,000  

An open order or executed trade in any equity Covered Security for which an average daily volume cannot be determined shall trigger a blackout period. Any trades in any fixed income Covered Security not specified above shall trigger a blackout period.

 

7

Reporting to the Board of Directors

 

  (a)

Each quarter, the Compliance Department will provide reports of any violations of this Code to Senior Management and the Board of Directors of the Federated Hermes Funds. Any patterns or trends noted and any difficulties in administration of this Code shall be reported to Senior Management and, to the Board Directors of the Federated Hermes Funds, at least annually.

 

  (b)

The Compliance Department will also report any difficulties in administration of this Code and any trends or patterns of personal Securities trading which are deemed by the Compliance Department to be violations of this Code.

 

  (c)

The Compliance Department provides the Board with the job title of the Access Person; the type of violation; the details of the transaction(s); and the types of sanctions imposed, if any.

 

  (d)

At least annually, the Compliance Department shall certify that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

 

8

Record Keeping Requirements

The Compliance Department maintains the following books and records in TradeComply for a period equal to (a) no less than six (6) calendar years or (b) any longer period that may be required under applicable law:

 

  (a)

a copy of this Code (current and for the past five years)

 

  (b)

a record of any violation of this Code and any action taken as a result of the violation;

 

  (c)

a record of all written acknowledgments of access persons (current and for the past five years).

 

  (d)

a record of each report made by an Access Person, including initial, quarterly and annual reporting (and including any information on a broker trade confirmation or account statement that was submitted in lieu of such reports);

 

  (e)

a record of all Access Persons (current and for the past five years);

 

  (f)

a record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities by Access Persons in an Initial Public Offering (IPO) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition) or Private Placement;

 

B-4


  (g)

a record of persons responsible for reviewing reports; and

 

  (h)

a copy of any supporting documentation used in making decisions regarding action taken by the Compliance Department with respect to personal Securities trading.

Such records will be kept in such locations, and for such periods, as required under the Advisers Act and the 1940 Act.

 

B-5


Revised Code of Ethics of Vaughan Nelson, revised 3/26/2021

Exhibit (p)(32)

Exhibit C - VNIM Code of Ethics


Vaughan Nelson Investment Management, L.P.

Code of Ethics

(Amended as of March 26, 2021)

This is the Code of Ethics of Vaughan Nelson Investment Management, L.P. (the “Firm”).

Things You Need to Know to Use This Code

1.    Terms in boldface type have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. The definitions are at the end of the Code.

2.    The Firm considers all employees to be Access Persons under this Code.

There are Reporting Forms that Access Persons have to fill out under this Code. You can access the Reporting Forms by logging in to the Firm’s automated compliance solution.

Board members who are not employees of the Firm, do not have to comply with the trading restrictions and blackout provisions in Section B of part II.

Further, certain members of the Firm’s board may be classified as “Non-Access Directors.” See the “Definitions” section of this Code. Non-Access Directors are subject to Parts I.A. and I.B. of this Code, but not to Parts I.C., I.D. or Part II of the Code.


PART I—Applies to All Personnel

 

A.

General Principles—These Apply to All Personnel (including All Board Members)

The Firm is a fiduciary for its investment advisory and sub-advisory clients. Fiduciaries owe their clients a duty of honesty, good faith and fair dealing. As a fiduciary, an adviser must act at all times in the client’s best interests and must avoid or disclose conflicts of interest. Because of this fiduciary relationship, it is generally improper for the Firm or its personnel to:

 

   

use for their own benefit (or the benefit of anyone other than the client) information about the Firm’s trading or recommendations for client accounts; or

 

   

take advantage of investment opportunities that would otherwise be available for the Firm’s clients.

As a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its personnel or others receive any improper benefit from information about client trading or accounts, from our positions, or from relationships with our clients or with the brokerage community.

Privacy and Confidentiality

All personnel are required to keep any nonpublic information about clients (including former clients), the Firm or vendors in strict confidence. Employees should treat the following with confidentiality and discretion:

 

   

A client’s identity (unless the client consents), the client’s financial circumstances, the securities investments made by the Firm on behalf of a client, information about contemplated securities transactions, or information regarding the firm’s trading strategies (except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes).

 

   

Non-public information regarding the Firm including but not limited to trading intentions, business plans and strategies, technology, business processes, customer relationships, and financial results


Whenever dealing with confidential information personnel should:

 

   

Assume client or Firm information is confidential unless evidence exists to the contrary

 

   

Only use it for the purposes for which it was gathered

 

   

Not make disclosure to anyone outside of the Firm unless authorized to do so and only share information internally on a need-to-know basis

 

   

Not disclose information related to a former employer to anyone within the Firm

Nothing in this Policy prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of the Firm to make any such reports or disclosures and you are not required to notify the Firm that you have made such reports or disclosures.

Personnel should stay informed and comply with Firm policies dealing with data access, information security, encryption standards, and other initiatives designed to protect the integrity and confidentiality of information.

Please refer also to the Firm’s Privacy Policies under Regulation S-P and S-AM.

Books and Records

All personnel are required to keep accurate and truthful books and records which is critical for our business operations, compliance with legal requirements and the preparation of the Firm’s financial statements. In this pursuit, personnel should:

 

   

Recognize their role and personal responsibility for the integrity of records, reports and information that they prepare or control

 

   

Comply with internal accounting and recordkeeping policies. Falsification of any books, records or accounts is prohibited

 

   

Provide complete and accurate information in connection with any regulatory filings or inquiries

 

   

Follow all record retention and destruction policies of the Firm


Computers and Communications

All personnel are to use the Firm’s computer and communications systems (“Systems”) solely for business purposes. Unauthorized access to, use of, interception or distribution of the Firm’s Systems is prohibited. Such conduct may also be a violation of law.

However, the Firm realizes that some personal use of these Systems is inevitable. Any personal use should be kept to a minimum. Excessive or inappropriate use of such Systems for personal use (e.g. time spent or content) as determined by the Firm in its sole discretion may be grounds for sanctions or termination.

 

   

Any personal use must be lawful and not violate any Firm policy. As an example, an email communication or, accessing an internet site, with inappropriate content or material would violate Firm policy and is prohibited.

 

   

Personal use of the Firm’s Systems must not impose any incremental cost to the Firm, interfere with normal business operations, or otherwise adversely affect the interests of the Firm or an employee’s work.

 

   

Employee’s use of the Firm’s Systems, for either business or personal use, should have no expectation of privacy.

Insider Trading

All personnel are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information about issuers and are also prohibited from communicating material, nonpublic information about issuers to others (other than for legitimate legal or business purposes such as informing the Chief Compliance Officer that they, or the firm, is in possession of such information).

Please refer to the Firm’s Insider Trading Policy for more detail.

Political Contributions

All personnel are required to obtain preclearance approval for any direct or indirect political contributions or payments to an Official or Political Action Committee (PAC) in order to evaluate and monitor any potential or ongoing impact to the firm. Additional restrictions and prohibitions apply to employees identified as Covered Associates involving monetary limitations and the coordination / solicitation of other individuals to make political contributions.


Please refer to the Firm’s policy regarding Political Contributions by Certain Investment Advisers (Pay-to-Play) for more detail.

The Firm expects all personnel to comply with the spirit of the Code, as well as the applicable specific rules contained in the Code. You must promptly report any violations (not just of personal trading but of the overall requirements of this Code) to the Chief Compliance Officer.

The Firm treats violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firm might impose penalties or fines, cut your compensation, demote you, require disgorgement of trading gains, suspend or terminate your employment, or any combination of the foregoing.

Improper trading activity can constitute a violation of this Code. But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code, even if no clients are harmed by your conduct.

If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer. Don’t just guess at the answer. Ignorance or lack of understanding is no excuse for a violation.

 

B.

Compliance with the Federal Securities Laws

More generally, Firm personnel (including members of the Firm’s boards) are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include:

 

   

the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the SEC rules thereunder;

 

   

the Investment Advisers Act of 1940 and the SEC rules thereunder;


   

the Investment Company Act of 1940 and the SEC rules thereunder;

 

   

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

 

   

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

All firm personnel are reminded that under these laws, all oral and written statements, including those made to clients, prospective clients, or their representatives must be professional, accurate, balanced, and not misleading in any way.

 

C.

Gifts to or from Brokers, Clients or Others—This Applies to All Access Persons

No personnel may accept or receive on their own behalf or on behalf of the Firm any gift or other accommodations from a vendor, broker, securities salesman, client or prospective client (a “business contact”) that might create a conflict of interest or interfere with the impartial discharge of such personnel’s responsibilities to the Firm or its clients or place the recipient or the Firm in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the Family/Household of firm personnel.

No personnel may give on their own behalf or on behalf of the Firm any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.

In no event should gifts to or from any one business contact have a value that exceeds the annual limitation on the dollar value of gifts (currently $200).

These policies are not intended to prohibit normal business entertainment (e.g. dinner, sporting event tickets, etc. all of a reasonable value). Any questions as to whether a particular gift or entertainment activity constitutes normal business entertainment should be directed to the Chief Compliance Officer.


Please refer to the Firm’s Gift & Entertainment policy for a more detailed discussion and quarterly reporting requirements.

 

D.

Outside Business Activities for Another Organization / Company—This Applies to All Personnel, Except Members of the Firm’s Board Who Are Not Employees of the Firm

To avoid conflicts of interest, insider information and other compliance and business issues, the Firm requires all its employees who are involved with an Outside Organization / Company (e.g. employee, consultant, officer, member of the board, investment committee, etc.) of any for-profit, not-for-profit or other entity to disclose and obtain written approval of the Firm to do so. Approval must be obtained through the Chief Compliance Officer, and will ordinarily require consideration by the CEO or the Board of the Firm. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm, nor does it apply to members of the Firm’s board who are not employees of the Firm.

PART II—Applies to Access Persons

 

A.

Reporting Requirements—These Apply to All Access Persons

NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Reportable Funds, Family/Household and Beneficial Ownership in the “Definitions” section at the end of this Code.


ALSO: You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports. Absent extenuating circumstances, only those involved with the internal review of personal transactions (i.e., the Chief Compliance Officer, those assisting the Chief Compliance Officer and the CEO) will have access to submitted reports. The reports are also required to be made available for certain other purposes, such as SEC inspections.

1.    Initial Holdings Reports. No later than ten (10) days after you become an Access Person, you must file with the Chief Compliance Officer a Holdings Report within the Firm’s automated compliance system.

This report requires you to list all Covered Securities in which you (or members of your Family/Household) have Beneficial Ownership. It also requires you to list all brokers, dealers and banks where you maintain an account in which any securities (not just Covered Securities) are held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person. The information contained in the report must be current as of a date no more than forty-five (45) days prior to the date you became an Access Person.

You will also be required to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person under the Code.

2.    Quarterly Transaction Reports. No later than thirty (30) days after the end of March, June, September and December each year, you must file with the Chief Compliance Officer a Quarterly Transactions Report within the Firm’s automated compliance system.

This report requires you to list all transactions during the most recent calendar quarter in Covered Securities, in which transactions you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to list all brokers, dealers, investment managers and banks where you or a member of your Family/Household established, or closed an account in which any securities (not just Covered Securities) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.


3.    Annual Holdings Reports. By January 31st of each year, you must file with the Chief Compliance Officer an Annual Holdings Report within the Firm’s automated compliance system.

This report requires you to list all Covered Securities in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31st of the prior year. It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.

You will be required to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person under the Code.

4.    Duplicate Confirmations and Periodic Statements. If you or any member of your Family/Household has a securities account that holds or will hold Covered Securities with any broker, dealer, investment manager or bank, you or your Family/Household member will need to coordinate with the compliance department for the broker, dealer, investment manager or bank to provide a datafeed of the account and its activity into the Firm’s automated compliance system. Should an electronic feed not be available, you must direct that broker, dealer, investment manager or bank to send, directly to the Firm’s Chief Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account.

5. Outside Business Activities Pre-Approval and Annual Certification. By January 31st of each year, you must file with the Chief Compliance Officer an Outside Business Activity Annual Affirmation within the Firm’s automated compliance system.

The Affirmation requires that you list all entities (for-profit, not-for-profit or other) with which you are involved (e.g. employee, consultant, officer, member of board, investment committee, etc.) as of the previous year-end with an indication as to whether the entity is publicly traded or private and whether it maintains investments.


The Outside Business Activity electronic form is also to be used in requesting pre-approval to serve as an Officer or member of the Board of Directors for any entity prior to accepting such a position.

 

B.

Transaction Restrictions—These Apply to All Access Persons.

1.    Preclearance. You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, preclearance for that transaction through the automated compliance system.

Once obtained, preclearance is valid only for the day on which it is granted and the following one (1) business day. The Chief Compliance Officer may revoke a preclearance any time after it is granted and before you execute the transaction. The Chief Compliance Officer may deny or revoke preclearance for any reason. In no event will preclearance be granted for any Covered Security if, to the knowledge of the Chief Compliance Officer, the Firm has purchased or sold that same security or a closely related security that day OR the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).

a.) Limit Orders

Limit Orders will be granted pre-clearance authorization to be placed for a period of ten (10) business days as long as the security is NOT HELD within one of the firm’s strategies and will not potentially violate short-term trading restrictions.

 

   

Any change you wish to make to an approved limit order (e.g. limit price) will require a new pre-clearance authorization prior to execution. Unapproved changes to a limit order which are executed will be a violation of the Code and subject to fines and/or sanctions


   

Upon such time as the firm may begin to trade and hold a previously approved outstanding limit order security within one of the firm’s strategies you will be notified to cancel the limit order. Any desire to trade the security, after a notification to cancel a limit order is given to you, will require a new pre-clearance form and associated authorization. Execution of the original limit order for which notification to cancel has been given will be a violation of the Code and subject to fines and/or sanctions.

b.) Preclearance Exceptions

The preclearance requirements do not apply to the following categories of transactions:

i.    Shares of registered open-end investment companies (mutual funds only, see ETFs at iv) (including Reportable Funds).

 

   

However, Reportable Funds are reportable under this code in connection with Initial, Quarterly and Annual disclosures.

ii.    Transactions in securities of collective investment vehicles (other than a Fund/ETF sub-advised by Vaughan Nelson) for which the Firm serves as the investment adviser (for example, the purchase or redemption by you of an interest in a Firm-managed hedge fund would not be subject to pre-clearance).

iii.    Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to pre-clearance, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security).


iv.    Exchange Traded Funds (ETFs); other than those ETFs in which the firm trades, or advises/sub-advises. Please see “Appendix A” (attached) for a list of Exchange Traded Funds for which pre-clearance IS required.

v.    Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

vi.    Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household, as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the account’s investment process.

vii.    Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

viii.    Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.

ix.    Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

 

  c.)

The following are NOT Covered Securities, and so are also not subject to the preclearance requirements:

 

   

direct obligations of the U.S. Government;

 

   

bankers’ acceptances, bank certificates of deposit;


   

commercial paper and other high quality short-term debt obligations (including repurchase agreements);

 

   

shares issued by money market funds and shares of registered open-end investment companies that are not Reportable Funds.

 

  2.

Initial Public Offerings and Private Placements.

Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any Covered Security in an initial public offering. In addition, neither you nor any member of your Family/Household may acquire Beneficial Ownership in any Covered Security in a private placement, except with the specific, advance approval of the Chief Compliance Officer, which the Chief Compliance Officer may deny for any reason.

 

  3.

Prohibition on Short-Term Trading in Funds/ETFs Advised/Sub-advised by Vaughan Nelson

Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, shares of any fund advised or sub-advised by Vaughan Nelson within any period of thirty (30) calendar days for a profit. This prohibition applies to shares of funds advised / sub-advised by Vaughan Nelson held in retirement or 401(k) plan accounts, as well as in other accounts in which you or a member of your Family/Household has Beneficial Ownership. Note that an exchange of shares (i.e. into another retirement plan option) counts as a sale of shares for purposes of this prohibition.

 

  a.)

This prohibition does not apply to the following categories of transactions:

i.    A fund sub-advised by an affiliate and on the Reportable Funds list.

ii.    Transactions under automatic investment or withdrawal plans, including automatic 401(k) plan investments, and transactions under a “fund sub-advised by Vaughan Nelson’s” dividend reinvestment plan.


A.) For example, if you have established an automatic    investment plan under which regular monthly investments are automatically made in a fund sub-advised by Vaughan Nelson, that investment will not be considered to begin or end a thirty (30) day holding period.

iii.    Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

 

  b.)

In applying the prohibition on short-term trading in funds advised/sub-advised by Vaughan Nelson, the Firm may take account of all purchase and sale transactions in the Vaughan Nelson advised/sub-advised fund, even if the transactions were made in different accounts. For example, a purchase of shares of a fund advised/sub-advised by Vaughan Nelson in a brokerage account, followed within thirty (30) days by an exchange out of the same fund advised/sub-advised by Vaughan Nelson in your 401(k) account, will be treated as a violation.

In applying the thirty (30) day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question. (That is, a last-in, first-out analysis will apply.) A violation will be deemed to have occurred even if the number of shares or the dollar value of the second trade was different from the number of shares or dollar value of the first trade.

 

  4.

Prohibition on Short-Term Trading of Covered Securities Other Than Funds/ETFs Advised/Sub-advised by Vaughan Nelson.

Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, a Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) within any period of sixty (60) calendar days for a profit. If any such transactions occur, the Firm will require any profits from the transactions to be disgorged for donation by the Firm to charity.


  a.)

This prohibition on short-term trading does not apply to:

i.    Transactions in securities of collective investment vehicles for which the Firm serves as an investment adviser, other than funds advised/sub-advised by Vaughan Nelson. Note that Section 3 above contains separate prohibitions on short-term trading in funds advised/sub-advised by Vaughan Nelson.

ii.    Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to this prohibition, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security).

iii.    Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

iv.    Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

v.    Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities and received by you (or Family/Household member) from the issuer.

vi.    Transactions in common or preferred stocks of a class that is publicly-traded, has an average daily trading volume greater than 1 million shares (as indicated by a reputable source) and is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency)


vii.    Transactions in Exchange Traded Funds which are considered Covered Securities.

viii.    Transactions effected through an unaffiliated managed account where the Access Person (or member of his or her Family/Household, as the case may be) has not initiated the investment transaction, has not been consulted regarding specific investment recommendations or decisions, and is not otherwise participating in the investment process.

ix.    Transactions in municipal bonds, corporate bonds, mortgage-backed securities, and agency bonds (e.g. Fannie Mae’s). (Reminder: Governments bonds are not considered Covered Securities).

 

  5.

Seven (7) Day Blackout Period—This Applies to All Access Persons.    No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the three (3) business days immediately before or after a business day on which any client account managed by the Firm purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security), unless the Access Person had no actual knowledge that the Covered Security (or any closely related security) was being considered for purchase or sale for any client account. If any such transactions occur, the Firm will generally require any profits from the transactions to be disgorged for donation by the Firm to charity.

Note that the total blackout period is seven (7) business days (the day of the client trade, plus three (3) business days before and three (3) business days after).

a. ) Hardship Exception: to the extent an individual desires to purchase, or sell a security currently owned by that individual, and is only precluded from purchasing or selling the security due to an ongoing blackout period, the individual may request a ‘hardship exception’ from the Chief Compliance Officer. Based upon all facts and circumstances surrounding the hardship, the Chief


Compliance Officer may, in his/her sole discretion, formulate an objective plan to facilitate the individual’s transaction in a manner which will not benefit from or impact transactions undertaken on behalf of the firm’s clients.

b.) Backside Blackout Period: The Firm will review situations where a personal trade has been approved (including a review of the frontside blackout period) and transacted and then the same Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) subsequently transacted by the Firm for client accounts during the backside blackout period. To the extent the Firm’s transactions during the backside blackout period consisted of ‘re-balancing’ or ‘flow’ trades, no violation will have been deemed to occur.

c.) It sometimes happens that an Access Person who is responsible for making investment recommendations or decisions for client accounts (such as a portfolio manager or analyst) determines—within the three (3) business days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person’s knowledge, then under consideration for purchase by any client account—that it would be desirable for client accounts as to which the Access Person is responsible for making investment recommendations or decisions to purchase or sell the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients’ interests first, and promptly make the investment recommendation or decision in the clients’ interest, rather than delaying the recommendation or decision for clients until after the third day following the day of the transaction for the Access Person’s (or Family/Household member’s) own account to avoid conflict with the blackout provisions of this Code. The Firm recognizes that this situation may occur entirely in good faith, and will not require disgorgement of profits in such instances if it appears that the Access Person acted in good faith and in the best interests of the Firm’s clients.


d.) The blackout requirements do not apply to the following categories of transactions:

i.    Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

ii.    Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

iii.    Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household, as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the account’s investment process.

iv.    Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

v.    Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.

vi.    Transactions in securities of collective investment vehicles for which the Firm serves as the investment adviser.

vii.    Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which the Investment Person may be deemed to have Beneficial Ownership

viii.    Transactions in common or preferred stocks of a class that is publicly-traded, has an average daily trading


volume greater than 1 million shares (as indicated by a reliable source) AND is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency). Day of trade blackout is still applicable.

ix.    Transactions in Exchange Traded Funds which are considered Covered Securities. Day of trade blackout is still applicable.

x.    Reportable Funds (other than ETFs advised/subadvised by the Firm).


Definitions

These terms have special meanings in this Code of Ethics:

Access Person

Beneficial Ownership

Chief Compliance Officer

Covered Security

Family/Household

Non-Access Director

Reportable Fund

The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as “beneficial ownership”) are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, “beneficial ownership” has a different meaning in this Code of Ethics than it does in the SEC’s rules for proxy statement disclosure of corporate directors’ and officers’ stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.

IMPORTANT: If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer. Don’t just guess at the answer.

Access Person includes:

 

   

Every member of the board of the Firm or of the Firm’s general partner, Vaughan Nelson Investment Management, Inc., other than Non-Access Directors

 

   

Every employee of the Firm

 

   

Every employee of the Firm (or of any company that directly or indirectly has a 25% or greater interest in the Firm) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Covered Security for any client account, or whose functions relate to the making of any recommendations with respect to purchases and sales.


Beneficial ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm), even if you don’t share in the profits.

Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:

 

   

Securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial or “street name” accounts.

 

   

Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or “street name” account).

 

   

Securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a “blind trust” or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a person’s Beneficial Ownership. This is because, unless the arrangement is a “blind trust,” the owner of the account can still communicate with the manager about the account and potentially influence the manager’s investment decisions.)

 

   

Securities in a person’s individual retirement account.

 

   

Securities in a person’s account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.


   

Securities owned by a trust of which the person is either a trustee or a beneficiary.

 

   

Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or “street name” account).

This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.

Chief Compliance Officer means Richard Faig, or another person that he or she designates to perform the functions of Chief Compliance Officer when he or she is not available. For purposes of reviewing the Chief Compliance Officer’s own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by the individual designated to perform such functions by the Chief Compliance Officer.

Covered Security means anything that is considered a “security” under the Investment Company Act of 1940, or the Investment Advisers Act of 1940, except:

 

   

Direct obligations of the U.S. Government. (Note: This includes only securities supported by the full faith and credit of the U.S. Government, such as U.S. Treasury bonds, and does not include securities issued or guaranteed by federal agencies or government-sponsored enterprises that are not supported by the full faith and credit of the U.S. Government. )

 

   

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.

 

   

Shares of money market funds


   

Exchange Traded Funds (ETFs), (other than those ETFs in which the firm trades). Please see “Appendix A” (attached) for a list of Exchange Traded Funds which ARE considered Covered Securities.

 

   

Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds) other than Reportable Funds. Please refer to the definition of and current listing of Reportable Funds.

This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as “securities,” such as:

 

   

options on securities, on indexes and on currencies.

 

   

investments in all kinds of limited partnerships.

 

   

investments in foreign unit trusts and foreign mutual funds.

 

   

investments in private investment funds, hedge funds (e.g., a fund managed by the Firm) and investment clubs.

If you have any question or doubt about whether an investment is considered a security or a Covered Security under this Code, ask the Chief Compliance Officer.

Members of your Family/Household include:

 

   

Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

 

   

Your children under the age of 18.

 

   

Your children who are 18 or older (unless they do not live in the same household as you and you do not meaningfully contribute in any way to their support).


   

Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

Comment—There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person’s support. Second, members of your household could, in some circumstances, learn of information regarding the Firm’s trading or recommendations for client accounts, and must not be allowed to benefit from that information.

Non-Access Director means any person who is a director of Vaughan Nelson Trust Company or of the corporate general partner of Vaughan Nelson Investment Management, L.P. but who is not an officer or employee of the Firm or of such corporate general partner and who meets all of the following conditions:

 

   

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

 

   

He or she does not have access to nonpublic information regarding any Firm clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; and

 

   

He or she is not involved in making securities recommendations to Firm clients, and does not have access to such recommendations that are nonpublic.

Reportable Fund means any investment companies (other than money market funds) that are registered under the Investment Company Act for which the Firm serves as an investment adviser/sub-adviser, or whose investment adviser or principal underwriter controls the Firm, is controlled


by the Firm, or is under common control with the Firm. A Reportable Fund includes registered investment companies that are advised/sub-advised by the Firm or any of the firm’s affiliates. See most current listing of Reportable Funds maintained by the Chief Compliance Officer.

Comment Regarding Reportable Funds

Reportable Funds are mutual funds/ETFs for which the Firm or one of its affiliated companies serves as an investment adviser, sub-adviser or principal underwriter. Reportable Funds are included within the definition of Covered Securities. For a firm like ours that is part of a large organization where there are a number of firms under common control that advise, sub-advise or distribute mutual funds/ETFs, the universe of Reportable Funds is large.


Appendix A

Personal Trading – Revised 03/26/21

 

  A.

List of Exchange Traded Funds (ETFs) in which Vaughan Nelson Invests (preclearance is required):

IWN, I-Shares Russell 2000 Value

IWM, I-Shares Russell 2000 Index

IVV, I-Shares S&P 500 Index Fund

IWD, I-Shares Russell 1000 Value

IWV, I-Shares Russell 3000 Index

IWS, I-Shares Russell Midcap Value

IWB, I-Shares Russell 1000

IWR, I-Shares Russell Midcap

IYH, I-Shares U.S. Healthcare

SUB, I-Shares Short-Term National AMT-Free Muni Bond

MUB, I-Shares S&P National AMT-Free Muni Bond

AAXJ, I-Shares MSCI All Country Asia ex Japan

ILF, I-Shares S&P Latin America 40

AGG, I-Shares Core Total US Bond Market ETF

EWY, I-Shares MSCI South Korea ETF

INDA, I-Shares MSCI India

OEF, I-Shares S&P 100 ETF

VYM, Vanguard High Dividend Yield ETF

MGC, Vanguard Mega Cap 300

VO,    Vanguard Mid-Cap

VWO, Vanguard FTSE Emerging Market

BSV, Vanguard Short-Term Bond

VCSH, Vanguard Short-Term Corporate Bond

VGSH, Vanguard Short-Term Government Bond

BIV, Vanguard Intermediate-Term Bond

VCIT, Vanguard Intermediate-Term Corporate Bond

ISTB, I-Shares Core 1-5 Year USD Bond ETF

SHM, SPDR Nuveen Capital Short Term Muni Bond

MUNI, PIMCO Intermediate Muni Bond Strategy

AMLP, Alerian MLP ETF

SLQD, iShares 0-5 Yr Investment Grade Corporate Bond ETF

AAXJ, iShares MSCI All Country Asian ex Japan ETF

ILF, iShares Latin America 40 ETF


  B.

List of Exchange Traded Funds (ETFs) for which Vaughan Nelson is the Advisor/Sub-advisor (subject to preclearance, blackout, and Fund/ETF 30-day S/T trading restriction):

VNSE, Vaughan Nelson Select Equity

VNMC, Vaughan Nelson Mid Cap


Revised Code of Ethics of Janus, revised 1/1/2021

LOGO

Exhibit (p)(34)

PERSONAL CODE OF ETHICS

 

   

Personal Account Dealing

 

   

Outside Business Activities

 

   

Gifts, Entertainment and Meals Received

 

   

Political Activities

Initial Adoption: August 1, 2017

Effective: January 1, 2021

Last Revised: November 4, 2020

Version: 3.1


Personal Code of Ethics

 

 

 

Contents

 

1   Overview

     1  

1.1  Policy Statement

     1  

1.2  Scope

     1  

1.3  Roles and Responsibilities

     1  

1.4  References

     2  

1.5  Escalation Requirements

     2  

2   Definitions

     2  

3   Policy Requirements

     3  

3.1  Personal Account Dealing (“PAD”)

     3  

3.1.1  Key Principles

     3  

3.1.2  Disclosure

     3  

3.1.3  Preclearance Requirements for Dealing in Covered Securities

     4  

3.1.4  Restrictions on Dealing in Covered Securities

     5  

3.1.5  Exceptions

     6  

3.1.6  Trading in Reportable Funds

     7  

3.1.7  Trading in Janus Henderson Group plc Securities

     8  

3.2  Outside Business Activities (OBA)

     9  

3.2.1  Key Principles

     9  

3.2.2  Disclosure and Approval Requirements

     9  

3.2.3  Approval Process

     10  

3.3  Gifts, Entertainment and Meals Received

     10  

3.3.1  Key Principles

     10  

3.3.2  Disclosure and Approval Requirements

     11  

3.3.3  Approval and Exceptions Process

     11  

3.4  Political Activities

     12  

3.4.1  Key Principles

     12  

3.4.2  Disclosure and Approval Requirements

     12  

3.4.3  Approval and Exceptions Process

     12  

3.4.4  Conditions and Prohibitions

     13  

3.4.5  Soliciting U.S. Government Entities on Behalf of SEC-Registered Advisers

     13  

Appendix 1 – Definitions

     15  

Appendix 2 – PAD Guidelines

     17  

Appendix 3 – Gifts, Entertainment and Meals Received Limits, Thresholds and Guidelines

     19  

Appendix 4 – Policies for Independent Fund Trustees

     22  


Personal Code of Ethics

 

 

 

1     Overview

1.1     Policy Statement

Janus Henderson is entrusted with the assets of our clients for investment purposes. As a result, we have an obligation to place our clients’ interests before our own and manage conflicts of interest fairly. The Personal Code of Ethics (the “Code”) provides a set of rules and principles to ensure that we meet that obligation when we engage in personal account dealing, conduct outside business activities, receive gifts, entertainment and meals, and participate in political activities.

While the Code sets out a number of requirements, prohibitions and conditions, it does not cover every possible scenario and cannot be a replacement for your good judgment. Where the application of the Code is unclear, you should evaluate your proposed course of conduct against the following values and/or consult with Compliance:

 

   

We place the interests of our clients first.

 

   

We are honest and forthright in words and actions.

 

   

We avoid, mitigate and/or disclose relevant conflicts of interest.

 

   

We comply with applicable laws, rules and regulations.

 

   

We hold each other accountable by reporting any violations of the Code.

The Code has been drafted to comply with laws, rules and regulations of the various jurisdictions where Janus Henderson operates.

1.2     Scope

Except as otherwise noted, the Code applies to all Employees of Janus Henderson. The Code also applies to directors, trustees, officers and employees of funds sponsored by Janus Henderson to the extent those funds have adopted the Code as their own. The independent trustees of the Janus Investment Fund, Janus Aspen Series, Janus Detroit Street Trust and Clayton Street Trust are subject only to the general principles in sections 1.1 and 3.1.1 and the specific obligations and restrictions in Appendix 4.

1.3     Roles and Responsibilities

Employees will attest to their receipt of the Code at hire, on an annual basis and anytime material amendments to the Code are made. In attesting to the Code, Employees agree to their understanding of the Code and agree to comply with the requirements of the Code.

Compliance administers and monitors adherence to the Code, including by reviewing disclosures, providing training and identifying violations. Compliance also maintains and oversees the maintenance of certain records in accordance with applicable legal and regulatory requirements.

The Ethics & Conflicts Committee provides oversight of the Code, including by reviewing exceptions and addressing violations. The Ethics & Conflicts Committee reviews the Code on a periodic basis in line with business changes and changes to regulation.

The U.S. mutual fund Boards of Trustees must approve any material amendments to the Code.

 

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1.4     References

The Code is designed to ensure compliance with laws, rules and regulations applicable to Janus Henderson’s business across the globe, including but not limited to:

 

   

Section 206 of the US Investment Advisers Act of 1940

 

   

Section 17(j) of the US Investment Company Act of 1940

 

   

SEC Rule 17j-1, Personal Investment Activities of Investment Company Personnel

 

   

SEC Rule 204-2, Books and Records To Be Maintained by Investment Advisers

 

   

SEC Rule 204A-1, Investment Adviser Codes of Ethics

 

   

SEC Rule 206(4)-5, Political Contributions by Certain Investment Advisers

 

   

FINRA Rule 3320, Influencing or Rewarding the Employees of Others

 

   

FINRA Rule 3270, Outside Business Activities of Registered Persons

 

   

FINRA Rule 3280, Private Securities Transactions of an Associate Person

 

   

FCA COBS 2.3 and 2.3A, Inducements

 

   

FCA COBS 11.7 and 11.7A, Personal Account Dealing

 

   

Hong Kong SFC Code of Conduct for Persons Licensed by or Registered with the SFC Section 12.2

 

   

IMAS Code of Ethics & Standards of Professional Conduct 2.12, Personal Conduct and Training

 

   

IMAS Code of Ethics & Standards of Professional Conduct 2.14, Gifts and Entertainment

 

   

ASX Listing Rules 12.9 et seq., Trading Policy

 

   

NYSE Listing Rules 303A.10, Code of Business Conduct and Ethics Requirements

The Code complements and should be read in conjunction with other policies that address ethics and conflicts, such as the Code of Business Conduct, the Conflicts of Interest Policy, the Market Conduct Policy, the Share Trading Policy and the Anti-Bribery and Corruption Policy.

1.5     Escalation Requirements

Failure to adhere to any of the requirements of the Code or report violations may result in a breach of the Code. The Company takes breaches very seriously. Any potential violation of the provisions of the Code will be investigated by Compliance and may be reported to the Ethics & Conflicts Committee. If a determination is made that a violation has occurred, Janus Henderson may impose appropriate sanctions, including but not limited to one or more of the following: a written warning, profit surrender, personal trading ban, and termination of employment or referral to civil or criminal authorities.

Material violations of our personal account dealing rules will be reported promptly to the respective boards of trustees/managers of the Reportable Funds or relevant committees of the boards.

To report suspected violations of the Code, you should contact Compliance. If you feel uncomfortable reporting directly to Compliance, you may also report suspected violations to our independent hotline provider on an anonymous or identified basis via web at https://janushenderson.ethicspoint.com or telephone at 844.765.6701 (U.S.), 0808.234.9715 (UK) or AT&T Direct Access Code + 844.765.6701 (Other). The Company will not tolerate any discrimination, harassment or retaliation against anyone who makes a good faith report or assists in an investigation.

2     Definitions

See Appendix 1.

 

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3     Policy Requirements

3.1     Personal Account Dealing (“PAD”)

3.1.1     Key Principles

Your Personal Account Dealing may present an actual, potential or apparent conflict or other risk that could harm the Company, its shareholders or its clients. In order for Janus Henderson to identify and manage these conflicts and risks, you must disclose brokerage accounts and holdings, disclose and receive approval for any Personal Account Dealing and conduct approved securities transactions in accordance with the requirements of this Code.

You must carefully consider the nature of your Janus Henderson responsibilities— and the type of information that you might be deemed to possess in light of any particular securities transaction—before engaging in any investment-related activity or transaction. In addition:

 

   

You may not improperly benefit by causing a client to act, or fail to act, in making investment decisions.

 

   

You may not profit, or cause others to profit, based on your knowledge of completed or contemplated client transactions.

 

   

You must preclear all of your personal trades and subsequently execute your trades in accordance with stated timeframes.

 

   

No dealing is permitted that is in conflict with the interests of our clients, the parameters set by the Code, or the restrictions imposed by Janus Henderson restricted/embargo lists.

 

   

You may not deal on the basis of material non-public (inside) information.

3.1.2     Disclosure

3.1.2.1     Initial Brokerage Account Disclosures

Within 10 calendar days of your start date, you must disclose all brokerage accounts in which you have Beneficial Ownership. Additionally, you must disclose any account that holds or can hold Janus Henderson products (e.g., mutual funds, hedge funds or subadvised products).

You must allow your brokers or financial institutions to provide duplicate confirmations and statements directly to Compliance. If your broker is unwilling or unable to provide duplicate confirmations and statements, you are required to provide them to Compliance.

3.1.2.2     Initial Holdings Disclosures

Within 10 calendar days of your start date, you must disclose all holdings in Covered Securities that are beneficially owned by you. Additionally, you must disclose any holdings in Janus Henderson managed products, including mutual funds, commingled pools, hedge funds or subadvised products. Holdings information must be current as of 45 days prior to your start date.

See Appendix 2 for a detailed list of Covered and Non-Covered Securities.

 

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3.1.2.3     Ongoing Disclosure Requirements

Accounts: You must promptly disclose any newly opened accounts that are under your Beneficial Ownership.

Transactions/Holdings: You must deal through your own brokers and must ensure that Compliance receives duplicate statements and trade confirmations/contract notes in one of the three ways listed below.

 

  1.

Electronic feeds – You are encouraged to deal through brokers that provide Compliance with trade confirmations and holdings via electronic feed. This provides Compliance with the most timely and accurate PAD information. A list of electronic feed brokers can be found here.

 

  2.

Broker delivery of duplicate confirmations and statements – In jurisdictions where applicable, you should allow for your brokers to provide delivery of duplicate confirmations and statements directly to Compliance. Compliance staff will enter trade details for you if you are utilizing this option.

 

  3.

Employee upload of confirmations and statements – If neither of the above options is possible, you are required to enter your trade details into MCO and upload the trade confirmation/contract notes within 7 days of executing a precleared trade. Additionally, you will be required to attest to your trades quarterly and upload year-end statements annually.

3.1.2.4     Attestation Requirements

You are required to submit the following periodic attestations. You may also be required to complete additional attestations to meet jurisdictional and regulatory requirements.

Annually:

 

   

Account Attestation

 

   

Holdings Attestation

Quarterly:

 

   

Quarterly Trades Attestation (for accounts without direct feed or statement delivery to Compliance)

3.1.3     Preclearance Requirements for Dealing in Covered Securities

The requirements in the Code are designed to mitigate or eliminate any potential conflict or appearance of conflict that may occur between your personal account dealing and client security dealing. The following requirements apply to your personal dealing in Covered Securities in accounts you beneficially own.

3.1.3.1     Requesting Preclearance

You and your related parties (your spouse, minor children and other adult family members living in your household) must preclear any trades in Covered Securities via MCO unless the transaction meets one of the provisions noted in the Excluded Transactions section. Preclearance requests are evaluated for potential conflicts of interest that may deem the trade to not be or appear to not be in the best interest of clients.

Generally, most requests are approved or denied immediately, but some may take up to 48 hours to evaluate.

Compliance retains the right to refuse you permission to conduct a personal trade without providing a reason for the refusal. No reason for refusal will be given if in the opinion of Compliance the explanation would result in the release of confidential information.

 

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3.1.3.2     Approval Window

Approvals and denials are communicated from MCO via email. If your requested transaction is approved and you choose to transact, you must place and execute your transaction by the close of business on the day after you receive an approval email from MCO.

If the day after the date of preclearance approval is a market holiday or a weekend, then you must place and execute the transaction by the close of business on the day you receive approval.

If the transaction is not placed and executed within the approved timeframe, then you must submit a new request to trade in MCO. Limit orders are allowed only if they are set to expire within the preclearance approval window.

If your trade has a delayed execution date (e.g., an illiquid or unlisted security), you should request an exception from Compliance.

3.1.3.3     Preclearance Attestation (Portfolio Managers and Research Analysts only)

If you are requesting to personally trade a Covered Security that is an eligible investment for client accounts you manage or provide analysis to, you must provide your rationale for the trade via an attestation form in MCO.

3.1.4     Restrictions on Dealing in Covered Securities

3.1.4.1     Blackout Periods

Generally, you will not be granted preclearance to deal in a Covered Security when there is a pending buy or sell order for a client in that same security. Additionally:

 

   

Access Persons will generally not be granted preclearance to trade in a Covered Security within one (1) business day after a client trade occurs in the same security.

 

   

Investment Persons will generally not be granted preclearance to trade in a Covered Security within seven (7) calendar days after a client trade occurs in the same security.

 

3.1.4.2

    Minimum Holding Periods

Minimum holding periods are applicable for any purchase and subsequent sale, or any sale then subsequent purchase (for short sales), of the same Covered Security (or its equivalent) where a profit will occur. With respect to derivatives, any transaction to close out a derivative position cannot be executed until the end of the holding period. The holding period starts the day after execution of your trade. Profit calculations are made using the “first-in, first-out” (FIFO) method.

Minimum holding periods for Covered Securities are as follows:

 

Profile

  

ETFs/ETNs

(Including Janus Henderson ETFs/ETNs)

  

All Other Covered Securities

Access Person

   One week (7 calendar days)    Three months (90 calendar days)

Investment Person

   Six months (180 calendar days)

 

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Where this restriction would cause undue financial hardship due to your personal circumstances or in periods of extreme market turmoil, you may request an exception to this restriction. This should be seen as an exceptional measure and requires the approval of the Compliance and will be ratified by the Ethics & Conflicts Committee.

Holding periods are designed to discourage derivatives trading and securities trading with a high frequency.

3.1.4.3     Best Price Rule

In order to eliminate even the appearance of impropriety, if you (1) buy or sell a security within seven days before a client trade is executed in the same security and (2) receive a price advantage over the client’s trade, you may be required to surrender the price advantage at the discretion of the Ethics & Conflicts Committee.

3.1.4.4     Private Placements and Initial Public Offerings (IPOs)

You must request pre-approval prior to investing in a private placement or limited offering. Requests should be submitted in MCO via the Private Placement/Limited Offering form at least two weeks in advance of the proposed investment date. No Employee, or other Access Person, shall acquire any security issued in any limited or private offering (please note that hedge funds are sold as limited or private offerings) unless Compliance gives express prior written approval and documents the basis for granting approval after due inquiry. In determining whether approval should be given, Compliance will take into account, among other factors, 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 Janus Henderson. Contact Compliance for assistance with these requests.

You are not allowed to participate in IPOs. Exceptions to this rule will be considered only under limited circumstances and only with prior approval from Compliance, in consultation with the Ethics & Conflicts Committee. Please contact Compliance for advice and direction.

3.1.4.5     Restricted Securities

You may not trade securities of any issuer that is on the Janus Henderson restricted/embargoed list. Certain securities may have restrictions placed upon them that restrict both personal and client dealing, typically when Janus Henderson or a part of Janus Henderson is in receipt of material non-public (inside) information. These restrictions will be maintained collectively using the restricted/embargoed list.

3.1.5     Exceptions

3.1.5.1     Excluded Transactions

The following transactions are excluded from the Covered Securities trading restrictions:

 

   

Transactions involving futures or options in foreign currencies or broad-based indices.

 

   

Purchases or sales that are not voluntary, which include but are not limited to: tender offers and broker- initiated transactions.

 

   

Purchases or sales that are part of an automatic investment plan that has been disclosed to Compliance.

 

   

The acquisition of:

 

   

securities as a result of a corporate action

 

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securities as a result of a gift or inheritance

 

   

an employer’s securities through an employer retirement plan such as a 401(k) plan or stock purchase plan

(Note: The subsequent sale of any securities acquired is subject to all trading restrictions of the Code.)

 

   

Transfers in-kind of Covered Securities.

Please refer to Section 3.1.7.1 for details on Janus Henderson Group plc security transfers.

3.1.5.2     Discretionary Management by Third Parties

The trading restrictions outlined above do not apply to trades in an investment account or another arrangement over which you have no direct or indirect influence or control (“Discretionary Management”). In order to rely upon this provision you must receive approval from Compliance. To receive approval, you must submit documentation to Compliance demonstrating that all trading in the account is under the sole discretion of your advisor or other designee.

Discretionary accounts still require disclosure in MCO and are subject to the restriction on the purchase of IPOs. Additionally, transactions in Janus Henderson Group plc stock and limited offerings still require preclearance approval.

You are required to inform Compliance immediately if you terminate any approved advisory relationship or make management changes. Additionally, you are required to acknowledge and attest annually that:

 

  1.

You have had no direct or indirect influence or control over the trading decisions in your discretionary account(s).

 

  2.

You did not suggest trades to the manager or in any way direct the manager to make any particular trades in securities for the discretionary account(s).

3.1.5.3     Share/Investment Clubs

If you wish to participate in collective arrangements (e.g., a share or investment club), seek advice and direction from Compliance.

3.1.5.4     Spread Betting

Spread betting is a speculative transaction that involves taking a bet on the price movement of a security, index or other financial product via a spread betting company. Spread betting on financial products is not permitted and you may not use spread betting accounts to circumvent this Code. Spread betting on non-financial products, such as sporting events, is not covered by this Code.

3.1.6     Trading in Reportable Funds

Janus Henderson serves as the adviser to a variety of investment products including open-end mutual funds, exchange traded products and investment trusts.. You are required to disclose in MCO any accounts where you hold or can hold Janus Henderson products.

 

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3.1.6.1     Janus Henderson Mutual Funds

Preclearance is not required to deal in Janus Henderson Funds; however, a minimum holding period of 90 days is required for all funds with the exception of money market funds.

Additionally:

 

   

The holding period starts the day after execution of the trade and lasts until the 90th day.

 

   

The prohibition applies on a “first in, first out” (FIFO) basis.

The restriction does not apply to acquisitions or sales of a fund where it is executed without instruction from the Employee (e.g., automatic dividend reinvestments, share plan investing etc.).

3.1.6.2     Janus Henderson Exchange Traded Products

Janus Henderson ETFs/ETNs are treated the same as all other ETFs/ETNs under the Code. See Sections 3.1.3 and 3.1.4.

3.1.6.3     Janus Henderson Investment Trusts

The Code also extends to trading in securities of other Janus Henderson Group plc related entities that are listed on a securities exchange while in the possession of material non-public (inside) information concerning that entity. A person who is a director of an investment trust managed by Janus Henderson must also comply with the FCA’s Listing and Disclosure Guidance and Transparency Rules, which prohibits dealings during “Closed Periods”.

Fund managers of investment trusts managed by Janus Henderson should be aware of the specific regulatory risks associated with personal investing in their trusts and should consult Compliance if they consider that there might be any potential conflict or market conduct risk associated with a proposed personal account trade. All preclearance requests for Janus Henderson-managed investment trusts will be blocked pending checks for risks such as closed periods or involvement or information on buy-back programmes.

A list of these Investment Trusts can be found at here, and “Closed Period” restrictions may be applied in MCO for all persons.

3.1.7     Trading in Janus Henderson Group plc Securities

Janus Henderson Group plc (JHG) is a publicly traded company and, as an Employee of Janus Henderson, all of your trades in securities issued by JHG are monitored. You may not engage in transactions in JHG securities if they are speculative or short-term in nature (less than 90 days). For example, speculative trading includes short sales, transactions in “put” or “call” options or similar derivative transactions. In addition, you may not engage in any hedging or monetization transactions with respect to JHG securities. The Janus Henderson Group Share Trading Policy provides additional guidance on the trading of JHG securities.

3.1.7.1     Preclearance of Janus Henderson Group plc Securities

You must obtain preclearance in MCO for all personal deals in JHG securities. This includes in-kind transfers where ownership of the shares changes, as in a charitable gift of shares. Preclearance requests must be submitted via MCO.

 

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You may request to trade in JHG shares only during the window period. The window period generally opens the day after Janus Henderson publicly announces its quarterly earnings and closes at each quarter end.

Automatic investment plans, default activities, stock awards and grants are exempt from preclearance.

3.1.7.2     Material Non-Public Information

You may not trade or take up rights, or cause someone else to trade, in JHG securities while in the possession of material non-public (inside) information.

3.2     Outside Business Activities (OBA)

3.2.1     Key Principles

Your business activities outside of work may present a conflict or other risk that could harm the Company, its shareholders or its clients. In order for Janus Henderson to identify and manage these conflicts and risks, you must disclose and receive approval for OBA and conduct approved activities in accordance with the requirements of this Code.

 

   

Any OBA that involves a significant amount of time or provides a significant amount of income may present a conflict.

 

   

Any OBA that is investment-related, including activities on behalf of a non-profit, may present a conflict.

 

   

Any OBA that involves service on the board of directors of a publicly traded company may present a conflict and will generally not be permitted.

 

   

At all times, the interests of the Company and its clients take priority over the outside business activities of Employees.

3.2.2     Disclosure and Approval Requirements

You are required to disclose and seek pre-approval for any of the following OBAs:12

 

   

Serving as an employee, independent contractor, sole proprietor, officer, director or partner of a for-profit business;

 

   

Serving as a director, officer or executive management of a non-profit entity or performing investment-related functions on its behalf; and

 

   

Engaging in any other outside employment or activity (paid or unpaid) that may give rise to a conflict with the Company, its shareholders or clients, or other risk (e.g., operating a blog that provides financial advice).

You are not required to disclose service as a non-director, non-officer, non-executive management employee or volunteer for a non-profit entity, including civic organizations (e.g., your local homeowners or resident association), unless you will be performing investment-related functions on its behalf.

 

1 

FINRA obligation: If you are a FINRA-licensed person, please consult with Distribution Compliance on the disclosure obligations in relation to outside directorships and other business interests.

 

2 

Hong Kong SFC obligation: If you are a Hong Kong SFC-licensed person, please consult with local compliance on the disclosure obligations in relation to outside directorships and other business interests.

 

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Upon joining the Company, you must submit a request for approval in MCO before continuing any existing OBA. Additionally, prior to commencing any new OBA, you must submit a request for approval in MCO.

You must abide by the Company’s decision as to whether to permit an OBA and, if so, any conditions it places on your participation in the OBA.

You are required to keep your OBA disclosures current and accurate by promptly notifying Compliance of any relevant changes to your status (e.g., you are now serving on the investment committee) or the entity’s status (e.g., the company has become or is becoming publicly-traded). You must attest to the accuracy and completeness of your OBA disclosures in MCO annually.

3.2.3     Approval Process

Compliance reviews and approves your OBA request if it does not present any actual or potential conflict or other risk. Compliance escalates your request to the Ethics & Conflicts Committee and your direct manager, as appropriate, if the activity presents perceived, actual or potential conflict. The Ethics & Conflicts Committee reviews and approves or denies any requests escalated by Compliance.

In deciding whether to approve the activity, Compliance, your direct manager and/or the Ethics & Conflicts Committee will consider whether the OBA presents any conflict or other risk and, if so, whether that conflict or risk can be effectively mitigated. Your request will not be denied without good cause. Compliance, your direct manager and/or the Ethics & Conflicts Committee may impose any conditions on your participation in the OBA reasonably necessary to manage any conflicts or risks, including but not limited to requiring periodic certifications.

As a general rule, you will not be allowed to serve on the board of directors of any company with publicly traded equity or debt.

3.3     Gifts, Entertainment and Meals Received

3.3.1     Key Principles

Your receipt of Gifts and Entertainment from Business Relationships may present an actual, potential or apparent conflict or other risk that could harm the Company, its shareholders or its clients. In order for Janus Henderson to identify and manage these conflicts and risks, you must disclose and receive approval for Gifts and Entertainment received or intended to be accepted from a Business Relationship in accordance with the requirements of this Code.

You must follow the restrictions that apply to your jurisdiction and business as set forth in the relevant regional rules in Appendix 3. Employees located or doing business in the UK and Europe are generally limited to receiving certain minor non-monetary benefits, including hospitality of a reasonable de minimis value, such as food and drink during a business meeting or a conference, seminar or other training event.

Regardless of your business unit and location, you may not:

 

   

Receive cash, cash equivalents, loans or personal services on behalf of Janus Henderson, even if these fall within the limits outlined in the Appendices. This includes gift cards or certificates if they can be redeemed for cash.

 

   

Receive special discounts unless they are available to all other Employees (e.g., a discount coupon from a retail store).

 

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Receive a Gift or Entertainment if it could be perceived by others as a bribe or consideration for a business favour.

 

   

Receive a Gift or Entertainment that would be embarrassing to you or Janus Henderson if made public.

 

   

Request a Gift or Entertainment from a Business Relationship.

3.3.2     Disclosure and Approval Requirements

You are required to disclose any Gifts or Entertainment that you receive or wish to accept to the extent they exceed the relevant Disclosure Threshold described in the Appendices. You are also required to seek pre-approval for any Gifts or Entertainment that you receive or wish to accept to the extent they exceed the relevant Individual or Annual Limit described in the Appendices or are otherwise restricted.

The Appendices outline for each jurisdiction:

 

   

Prohibitions

 

   

Disclosure Thresholds

 

   

Individual Limits

 

   

Annual Limits

 

   

Other rules or guidelines.

The described thresholds and limits apply to the total, fair market value of the Gift or Entertainment, including meals, drinks, tickets to sporting events, etc. For the avoidance of doubt, fair market value is the greater of the value at which it could be purchased in the open market and the nominal cost to the Business Relationship. Any Annual Limits per provider apply to the combined total of all Entertainment received from the Business Relationship, including Business Meals. All Individual and Annual Limits related to Business Meals are exclusive of tax and gratuity.

You are required to attest at least annually that you have disclosed all Gifts and Entertainment required to be disclosed and that you have not received any Gifts or Entertainment outside of the Code requirements.

3.3.3     Approval and Exceptions Process

Any Gift or Entertainment whose value exceeds the relevant Individual or Annual Limit, or that is otherwise impermissible due to restrictions described in the Appendices constitutes an exception to the Code. Compliance and your direct manager will generally review and approve or deny any exceptions to the Code. The receipt of Gifts and Entertainment in excess of the Individual or Annual Limits by the CEO is subject to review and approval by the Chairman of the Janus Henderson Board. The receipt of Gifts and Entertainment in excess of the Individual or Annual Limits by other members of the Executive Committee is subject to review and approval by the CEO. In connection with the approval of an exception, the Company may impose additional conditions or restrictions on the receipt of the Gifts or Entertainment, including but not limited to requiring the Employee to reimburse the Business Relationship or donate to an appropriate charitable organization the amount by which the fair market value of the Entertainment exceeds the relevant Individual Limit. The Ethics & Conflicts Committee will review all exceptions granted.

You may be invited to speak at industry conferences and events. In some situations, the speech or appearance involves travel, lodging, or other customary speaker amenities (travel accommodations). You must promptly disclose such accommodations in MCO and seek Compliance approval to receive such accommodations.

If, after you have received Gifts or Entertainment, you or Compliance determine the value is over the relevant Individual or Annual Limit or is otherwise inappropriate, your direct manager and Compliance will work with you to resolve the issue and ensure that you remain compliant with the Code and local regulations. In the event an

 

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Employee receives a Gift over the applicable limit, the Employee will be required to return the Gift or, at the direction of Compliance and the Ethics & Conflicts Committee, (1) pay the fair market value of the Gift and keep it, (2) donate the Gift to charity or (3) dispose of the Gift.

3.4     Political Activities

3.4.1     Key Principles

Your participation in Political Activities and your making of Political Contributions may present an actual, potential or apparent conflict or other risk that could harm the Company, its shareholders or its clients. In order for Janus Henderson to identify and manage these conflicts and risks, you3 must disclose and receive pre-approval for Political Activities and Political Contributions and conduct approved activities in accordance with the requirements of this Code.

 

   

Only Covered Associates are allowed to solicit investment advisory services business from U.S. Government Entities.

 

   

You are prohibited from directly or indirectly using a third party to solicit investment advisory services business from U.S. Government Entities without pre-approval from Compliance.

 

   

You are prohibited from performing any act which would result in a violation of the Code whether directly or through or by any other person or means.

 

   

No Employee may undertake any Political Activity (1) using the Company’s name, (2) during working hours, (3) on the Company’s premises and/or (4) with the use of Company’s equipment, property, funds or personnel without obtaining pre-approval from Compliance.

 

   

At all times, the interests of the Company and its clients take priority over the personal political interests of Employees.

3.4.2     Disclosure and Approval Requirements

You are required to disclose and seek pre-approval for any Political Activities or Political Contributions of yourself or the Company. All executive officers of SEC-registered investment advisers are also required to disclose and seek pre-approval for any Political Activities or Political Contributions of their family members (i.e., a spouse, domestic partner or minor children). You should submit all requests for pre-approval to Compliance via MCO.

Any Political Contributions made by others (e.g., spouses, domestic partners, family members, friends, placement agents, consultants, attorneys, businesses, etc.) at the direction or suggestion of an Employee are considered to be made by that Employee for purposes of the Code.

3.4.3     Approval and Exceptions Process

You must obtain written approval from Compliance prior to making any Political Contribution or engaging in any Political Activity on behalf of yourself or the Company. All officers must also obtain written approval from Compliance before a family member (i.e., a spouse, domestic partner or minor children) makes a Political Contribution or engages in any Political Activity.

 

3 

For purposes of these Political Activities disclosure and pre-clearance rules alone, the terms “you” and “Employee” do not cover contractors.

 

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Personal Code of Ethics

 

 

 

Compliance, and Legal as necessary, will review all requests to determine whether they are permissible based on the requirements of the Code as well as applicable federal, state and local restrictions.

In general, you may make Political Contributions of $150 (U.S. or local equivalent) to a candidate per election, subject to Compliance approval. Primary and general elections are considered separate elections. You may request exceptions to the $150 limit, which may be reviewed by representatives of the Legal and Compliance departments. In certain cases, exception requests may be escalated to the CEO for approval. The Company’s Political Activities and Political Contributions must be approved by the Executive Committee.

In general, contributions to and activities for charitable organizations, such as 501(c)(3)s, are not typically considered Political Activities or Contributions; however, you must keep in mind the anti-circumvention provisions of the Code (see Section 3.4.4). If you are unsure if a particular contribution or activity would comply with the Code and legal or regulatory requirements or require pre-approval, please consult with Compliance.

3.4.4     Conditions and Prohibitions

You are expected to exercise good judgment when engaging in Political Activities, making Political Contributions or otherwise using political influence. You must consider any actual, potential or apparent conflicts of interests when engaging in Political Activities or making Political Contributions. Regardless of amount, all Political Contributions must be entirely voluntary and unlikely to influence the candidate’s judgment regarding any continued or future investment advisory services business.

You are prohibited from making Political Contributions when the solicitation or request for such contribution implies that continued or future business depends on making such contributions. Similarly, no Political Activities should be performed nor Political Contributions made that create the appearance that the Company stands to receive preferential treatment in the selection of investment advisory services.

The Company and its Covered Associates are flatly prohibited from “bundling”, pooling or otherwise facilitating contributions or soliciting, directly or indirectly, contributions on behalf of candidates for state and local office and payments to state or local political parties. This includes activities such as serving on a candidate’s campaign finance committee, hosting fundraisers or otherwise engaging in political fundraising for Officials and state and local political parties, including political action committees (PACs) and inaugural and transitional expenses. For example, merely having one’s name appear in letterhead or any other portion of a fundraising letters or sponsoring a meeting or conference that features a government official as an attendee or guest speaker and involves fundraising may be considered soliciting contributions for a candidate or party.

In addition, any payments and/or contributions to state and local parties made to a PAC controlled by an SEC-registered investment adviser or any of its Covered Associates, either directly or indirectly, are strictly prohibited. As a result, Covered Associates and, for executive officers of SEC-registered investment advisers, members of their households are strictly prohibited from establishing, controlling or being involved with a PAC or any other entity that makes Political Contributions.

You are prohibited from performing any act that would result in a violation of the Code directly or through or by any other person or means. This means that you may not use other persons or entities, including affiliated entities or unaffiliated PACs, as “conduits” to circumvent applicable laws, rules, regulations and/or the Code.

3.4.5     Soliciting U.S. Government Entities on Behalf of SEC-Registered Advisers

Only Covered Associates are allowed to “solicit” investment advisory services business from U.S. Government Entities. Soliciting in this context means any direct or indirect communication with a U.S. Government Entity for

 

13


Personal Code of Ethics

 

 

 

the purpose of obtaining or retaining investment advisory services business. The following are examples of when such solicitation could result:

 

   

leading, participating in or merely being present at a sales/solicitation meeting with a U.S. Government Entity;

 

   

otherwise holding oneself out as part of the investment advisory services sales/solicitation effort with a U.S. Government Entity;

 

   

signing a submission to a Request for Proposal in connection with investment advisory business;

 

   

receiving a sales commission, servicing trailer, finder’s fee or other compensation for helping an investment adviser obtain or retain investment advisory business with a U.S. Government Entity; or

 

   

making introductions between officials of a U.S. Government Entity and an investment adviser.

Compliance will notify individual Employees of his or her status as a Covered Associate and will maintain and update these lists as necessary. Compliance will work with Human Resources to screen potential hires and internal transfers who may be entering or exiting Covered Associate status to ascertain if their Political Contributions have or have not exceeded the applicable de minimis limits prescribed by any legal, regulatory or contractual limitations.

No Employee may directly or indirectly use a third party or an affiliate (i.e., anyone who is not an Employee of the SEC-registered investment adviser) to solicit investment advisory services business from U.S. Government Entities without pre-approval from Compliance. Among other things, Compliance will vet any potential third party to determine if it is a permissible placement agent under SEC Rules 206(4)-3 and 206(4)-5.

 

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Personal Code of Ethics

 

 

 

Appendix 1 – Definitions

Access Person: Any Employee who has access to non-public information regarding any client’s purchase or sale of securities or non-public information regarding the portfolio holdings of any client account. All persons covered by the Personal Account Dealing rules are deemed Access Persons.

Annual Limit: The maximum fair market value of Gifts or Entertainment that can be received from a single provider over the course of a year, absent an exception. The Annual Limit is combined for Business Meals and Entertainment.

Beneficial Ownership: You are the beneficial owner of any account or securities in which you have a direct or indirect financial interest. This includes accounts held in the name of your spouse or equivalent domestic partner, your minor children, and relatives living with you to whom you provide financial support and can include trusts for which you are a trustee or a beneficiary. See Appendix 2 for more detailed information on Beneficial Ownership.

Business Meals: A meal which the Business Relationship pays for and whose primary purpose is to discuss business. If the meal accompanies a form of Entertainment, it should be disclosed in conjunction with the Entertainment.

Business Relationship: Any person or entity that does or seeks to do business with or on behalf of Janus Henderson or any client.

CCO: Chief Compliance Officer or his/her designee.

Closed Period: The time period between the completion of a listed company’s financial results and the announcing of these results to the public.

Covered Associate: Employees who are identified by Compliance based upon requirements of Rule 206(4)-5, including but not limited to members of sales teams, Compliance, Legal, Investments, Marketing, the Executive Committee and certain department heads.

Covered Securities: In general, any securities (and derivatives thereof), including but not limited to individual stocks and bonds, exchange-traded products (ETFs and ETNs), closed-end funds, private placements and limited offerings. See Appendix 2 for a detailed list of Covered and Non-Covered securities.

Disclosure Threshold: The fair market value above which Gifts or Entertainment are required to be disclosed.

Employees or You: All employees of Janus Henderson, as well as certain contactors as identified by Compliance.

Entertainment: A sporting event, concert, theatre performance, outdoor activity, reception, cocktail party, Business Meal or any other event that the Business Relationship pays for. In order to qualify as Entertainment, the Business Relationship must attend the event with you.

Ethics & Conflicts Committee: Governance committee composed of senior leaders throughout Janus Henderson Group. The Committee meets quarterly, or more often as needed, to review potential violations of the Personal Code of Ethics, our Code of Business Conduct and other related policies.

FCA: Financial Conduct Authority – a UK regulator.


Personal Code of Ethics

 

 

 

Gift: Any item of value that is received from a current or prospective Business Relationship. Entertainment that the Business Relationship pays for, but does not attend, qualifies as a Gift.

Individual Limit: The maximum fair market value of Gifts or Entertainment that can be received from a single provider in connection with a single event, absent an exception.

Investment Person: An Access Person who also makes or participates in making, decisions regarding the trading of securities in any client account, has access to such decisions or assists in the trade process. Investment Persons generally can include PMs, research analysts, traders, trade operations, compliance, investments, product development and ExCo members.

Janus Henderson or the Company: Janus Henderson Group plc, its affiliates and its subsidiaries.

MyComplianceOffice (MCO): The monitoring system utilized for all personal compliance disclosures including Personal Account Dealing.

Outside Business Activity (OBA): Any personal activities outside of work subject to the disclosure and pre-approval requirements described in Section 3.2.2.

Personal Account Dealing (PAD): The personal transactions in Covered Securities held in accounts under the Beneficial Ownership of persons covered by the Code.

Political Activity: Any activity that directly or indirectly supports a candidate’s campaign for governmental office, including but not limited to: (1) hosting fundraisers for candidates, committees and parties; (2) using your name or the Company’s name on fundraising literature; (3) “bundling” or coordinating contributions on behalf of others; (4) volunteering to make phone calls or canvas neighbourhoods; (5) participating in a PAC; (6) giving endorsements; or (7) serving on a candidate’s election committee.

Political Contribution: Any gift, subscription, loan, advance, or deposit of money or anything of value for: (1) the purpose of influencing any election for governmental office; (2) the payment of debt incurred in connection with any such election; or (3) transition or inaugural expenses incurred by the successful candidate for governmental office. Political Contributions include both monetary contributions and in-kind contributions. For example, if an Employee pays for services, provides facilities or a personal residence (e.g., to host a reception), or uses other resources to benefit any candidate, political party, political organization, inaugural committee or transition team, these activities could be considered Political Contributions.

Reportable Funds: Any fund or product for which JHG acts as an investment adviser, sub-adviser or principal underwriter.

SEC: U.S Securities and Exchange Commission – a U.S. regulator.

U.S. Government Entity: Any U.S. state or local government; any agency, authority or instrumentality of a state or local government; any pool of assets sponsored by a state or local government (such as a defined benefit pension plan, separate account or general fund); and any participant-directed government plan (such as 529, 403(b), or 457 plans).

 

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Appendix 2 – PAD Guidelines

Covered Securities

The following securities (and derivatives thereof) are considered Covered Securities and are therefore subject to the Code requirements:

 

   

equities - listed and unlisted shares

 

   

fixed income instruments

 

   

corporate

 

   

U.S. guaranteed or of federally sponsored enterprises (FHLMC, FNMA, GNMA, etc.)

 

   

municipal

 

   

closely held

 

   

ADRs, EDRs and GDRs

 

   

ETFs/ETNs (including Janus Henderson ETFs/ETNs)

 

   

closed-end funds

 

   

hedge funds

 

   

private placements and limited offerings (including security token offerings or initial coin offerings)

 

   

investment trusts (including Janus Henderson-managed investment trusts and REITs)

 

   

investments listed above held in a wrapped product, such as an ISA, SIPP, EIS, SEIS, etc.

Any investment that you are unsure about should be precleared.

Non-Covered Securities

The following securities, commodities, currencies and instruments (and derivatives thereof) are considered Non-Covered Securities and are not subject to the Code requirements:

 

   

bank and term deposits

 

   

bonds and other direct debt instruments issued by the government of the UK, the US or other foreign governments.

 

   

premium bonds (UK specific)

 

   

direct investment or derivatives trading (such as futures and options) in:

 

   

physical commodities

 

   

currencies

 

   

interest rates

 

   

broad-based indices

 

   

crypto currencies (other than those in security token offerings or initial coin offerings)

 

   

regulated open-end funds (UCITS, NURS, US mutual funds, Australian managed investment schemes, etc.) except for Reportable Funds

While the above securities, commodities, currencies and instruments are exempt from the specific preclearance requirements and investment restrictions set out in the Code, be aware that any type of trading that could result in a conflict of interest arising is actively discouraged. This includes high levels of trading in Non-Covered Securities.


Personal Code of Ethics

 

 

 

Beneficial Ownership

Definition of Beneficial Ownership

The Code applies to all accounts and securities beneficially owned by you as well as accounts under your direct or indirect influence or control. Essentially, this means that if you have the ability to profit, directly or indirectly, or share in any profit from a transaction, you have Beneficial Ownership. If you are unsure if an account or investment falls under your beneficial ownership, contact Compliance for further guidance.

Practical Application

You live with your parents: If you live in your parents’ house but do not financially support your parents, your parents’ accounts and securities are not beneficially owned by you and do not require disclosure.

Your parent lives with you: If you provide financial support to your parent, your parent’s accounts and securities are beneficially owned by you and require disclosure.

You have an adult child living in your home: If you provide financial support to your child, your child’s accounts and securities are beneficially owned by you and require disclosure.

You have a college-age child: If your child is in college and you still claim the child as a dependent for tax purposes, you are the beneficial owner of their accounts and securities.

Your child has an UGMA/UTMA account: If you (or your spouse) are the custodian for the minor child, the child’s accounts are beneficially owned by you. If someone other than you (or your spouse) is the custodian for your minor child’s account, the account is not beneficially owned by you.

You have a domestic partner or similar cohabitation arrangement: If you contribute to the maintenance of a household and the financial support of a partner, your partner’s accounts and securities are beneficially owned by you and require disclosure.

You have a roommate: Generally, roommates are presumed to be temporary and therefore you have no beneficial ownership in one another’s accounts and securities.

You have power of attorney: If you have been granted power of attorney over an account, you are not the beneficial owner of the account until the time that the power of attorney has been activated.

You are the trustee and/or the beneficiary of a trust: Due to the complexity and variety of trust agreements, these situations require case-by-case review by Compliance.

 

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Personal Code of Ethics

 

 

 

Appendix 3 – Gifts, Entertainment and Meals Received Limits, Thresholds and Guidelines

U.S. and North America Requirements

Limits and Thresholds

 

Category

   Disclosure
Threshold
   Individual Limit
(per event)
   Annual Limit
(per provider)

Gifts

   $50    $100    $100

Business Meals

   $50    $300*    $1,500

(combined)

Entertainment

   $50    $300*

Prohibitions

You may not receive any Entertainment that constitutes an “extraordinary” event, such as the Super Bowl, World Series, College Football Playoff Semi-Final and Championship games, NBA Finals, NHL Finals, etc.

Additional Restrictions for Traders and Trade Operations

Employees in Trading and Trade Operations may only accept Entertainment in the form of reasonable Business Meals. Participation in other Entertainment is allowed with permission from the applicable Head of Trading. The Employee’s portion of the event must be paid for by the Employee or treated as a company expense and must be documented in MCO with proof supporting the expense or the reimbursement to the provider.


Personal Code of Ethics

 

 

 

UK and Europe Requirements

Limits and Thresholds

The FCA has prohibited the receipt of anything other than “acceptable minor non-monetary benefits” in connection with the provision of an investment service or an ancillary service. Therefore, Employees in the UK and Europe may receive Gifts or Entertainment that do not qualify as acceptable minor non-monetary benefits only if the Gift or Entertainment is unrelated to the provision of an investment service or an ancillary service. In making this determination, Compliance will evaluate all relevant factors, including the Employee’s position, the nature of the Gifts or Entertainment and the nature of the Business Relationship. By way of example, a Gift or Entertainment, such as invitations to a sporting or social event, provided by a software vendor to a member of the Finance team would likely not be related to the provision of an investment service or an ancillary service. For any Gift or Entertainment that is determined to be unrelated to the provision of an investment service or an ancillary service, the limits and thresholds described below apply. For other Gifts or Entertainment, the stricter limits and thresholds outlined in the “Additional Restrictions” section apply. Regardless of how a Gift or Entertainment is categorized, the approver must consider the appropriateness of the receipt of the Gift or Entertainment by the Employee when reviewing for approval.

 

Category

   Disclosure Threshold    Individual Limit
(per event)
   Annual Limit
(per provider)

Gifts

   £10    £75    £75

Business Meals

   £30    £225    £1,125

(combined)

Entertainment

   £30    £225

Additional Restrictions for Front Office and Distribution Employees

The FCA has prohibited the receipt of anything other than “acceptable minor non-monetary benefits” in connection with the provision of an investment service or an ancillary service. Therefore, Employees in the Front Office and Distribution functions may only receive acceptable minor non-monetary benefits. Acceptable minor non-monetary benefits are those which are (1) capable of enhancing the quality of service provided to the client; (2) of a scale and nature that they could not be judged to impair Janus Henderson’s duty to act honestly, fairly and professionally in the best interests of the client; and (3) reasonable, proportionate and of a scale that is unlikely to influence Janus Henderson’s behaviour in any way that is detrimental to the interests of the relevant client.

For purposes of the Code, this is limited to participation in conferences, seminars and other training events on the benefits and features of a specific financial instrument or an investment service and hospitality of a reasonable de minimis value, such as food and drink during a business meeting or a conference, seminar or other training event. The following limits and thresholds apply.

 

Category

   Disclosure Threshold    Individual Limit
(per event)
   Annual Limit
(per provider)

Gifts

      Not permitted   

Business Meals

   £30    £125    £750

Entertainment*

      Not permitted   

 

*

Includes golf days, cricket and football matches and attendance of concert or theatre events.

 

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Personal Code of Ethics

 

 

 

Asia Pacific Requirements

Limits and Thresholds

 

Category

   Disclosure Threshold    Individual Limit
(per event)
   Annual Limit
(per provider)
Australia         

Gifts

   AUD 50    AUD 200    AUD 200

Business Meals

   AUD 100    AUD 250    AUD 1,250

(combined)

Entertainment

   AUD 50    AUD 250

Hong Kong & PRC4

        

Gifts

   HKD 300    HKD 1,000    HKD 1,000

Business Meals

   HKD 600    HKD 1,500    HKD 7,500

(combined)

Entertainment

   HKD 300    HKD 1,500

Taiwan5

        

Gifts

   TWD 1,200    TWD 3,000    TWD 3,000

Business Meals

   TWD 2,400    TWD 6,000    TWD 30,000

(combined)

Entertainment

   TWD 1,200    TWD 6,000

Japan

        

Gifts

   JPY 4,000    JPY 15,000    JPY 15,000

Business Meals

   JPY 8,000    JPY 20,000    JPY 100,000

(combined)

Entertainment

   JPY 4,000    JPY 20,000

Singapore

        

Gifts

   SGD 50    SGD 200    SGD 200

Business Meals

   SGD 100    SGD 250    SGD 1,250

(combined)

Entertainment

   SGD 50    SGD 250

Prohibitions

Gifts of travel or accommodation cannot be accepted.

Additional Restrictions for Traders and Trade Operations

Employees in Trading and Trade Operations may only accept Entertainment in the form of reasonable Business Meals. Participation in other Entertainment is allowed with permission from the applicable Head of Trading. The Employee’s portion of the event must be paid for by the Employee or treated as a company expense and must be documented in MCO with proof supporting the expense or the reimbursement to the provider.

 

4 

For PRC, the amount is RMB equivalent.

5 

For Taiwan, this limit applies to any Gifts received for festivals/custom convention purposes (SITCA rule). Limit applies on a case-by-case basis for each client.

 

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Appendix 4 – Policies for Independent Fund Trustees

The following provisions apply to the Independent Trustees of the Janus Investment Fund (JIF), the Janus Aspen Series (JAS), and the Janus Detroit and Clayton Street Trusts.

Personal Account Dealing Requirements

Disclosure Requirements

As an Independent Trustee, you must disclose to Compliance any new and existing accounts in which you have beneficial ownership through which shares of Janus Henderson Products are held. You must complete the disclosures and certify annually thereafter. In addition, you must allow your brokers or financial institutions to provide duplicate account statements to Compliance.

Trades in Covered Securities

You must refrain from trading in a Covered Security when you have knowledge of Janus Henderson trading recommendations for that security. Additionally, you must certify annually that you adhered to this requirement.

Janus Henderson Mutual Funds – Ninety Day Rule for Trustees of JIF/JAS

Trading in and out of Janus Henderson Funds within 90 days is discouraged. If you do, then you must surrender any profits resulting from the purchase and subsequent sale, or sale and subsequent purchase. The Ninety Day Rule does not apply to systematic transactions such as payroll deduction, automatic monthly investments, or 401(k) contributions. However, it does apply to all other non-systematic transactions including periodic rebalancing. Profit calculations are determined by the First-in, First-out (FIFO) method.

JHG Securities

Independent Trustees are prohibited from owning Janus Henderson Group (JHG) securities.

Communications with the Investment Team

Janus Henderson provides regular information about investment activities in board meetings, meetings of the Trustees’ Investment Oversight Committee where portfolio managers meet and present to the Trustees, on the Trustee website, and ongoing communications between Janus Henderson and the Trustees. In addition, Janus Henderson personnel respond to inquiries from Trustees, particularly as they relate to general strategy considerations or economic or market conditions affecting the Funds. The mutual funds holdings disclosure policy specifically provides that, for legitimate business purposes, the Trustees may receive non-public portfolio holdings. With regard to specific holdings, however, Janus Henderson typically does not communicate specific trading or holdings information to Trustees except as set forth above and in accordance with the policy. Any pattern of repeated requests for specific trading information not in accordance with the mutual funds holdings disclosure policy will be reported to the Chief Compliance Officer.

Gifts and Entertainment Policy for Trustees

Gifts

As an Independent Trustee, you are prohibited from soliciting gifts or entertainment from Janus Henderson. You may not receive more than $100 in gifts in a calendar year from Janus Henderson. Gifts are things of value received where there was no direct meeting with Janus Henderson.

Entertainment

You may attend Janus Henderson hosted events, (such as occasional meals, sporting events, theatre/Broadway shows, golf outings, an invitation to a reception or cocktail party or comparable entertainment where Janus Henderson personnel are in attendance). The maximum per outing is a $300 value and, if applicable, a $600 value for you and your guest. The limits apply to the total market value cost (not face value) of the outing, including meals, travel (airfare/ hotels/ cars), sporting events, limo rides, etc. The aggregate value of all such benefits may not exceed $1,500 per calendar year. These limitations do not apply to meals served in conjunction with board meetings.

 

22


Code of Ethics of Polen, revised 4/1/2021

Exhibit (p)(35)

 

XXIV.

    ANNEX A

Polen Capital Management, LLC

Polen Capital UK LLP

Code of Ethics

While the Firm is confident of its employees’ integrity and good faith, there are certain instances where associated persons possess knowledge regarding present or future transactions or have the ability to influence portfolio transactions made by the Firm for its clients in securities in which they personally invest. In these situations, personal interest may conflict with that of the Firm’s clients.

In view of the above, the Firm has adopted this Code of Ethics to establish reporting requirements and enforcement procedures designated to prohibit potential conflicts of interest and to comply with the provisions of SEC Rule 204A-1. Additionally, as an investment advisor to U.S. registered investment companies or mutual funds, the Firm has designed this Code of Ethics to comply with SEC Rule 17j-1 under the Investment Company Act. In the event of a material change to Reporting Obligation section of the Code of Ethics, the CCO shall inform the mutual fund’s CCO of such change and ensure that the change is approved by the mutual fund’s board no later than six months after the change is adopted.

Definitions

This Code of Ethics requires certain supervised persons, called “access persons,” to report their personal securities transactions and holdings. An access person is a supervised person who has access to nonpublic information regarding clients’ purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. A supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds would be considered an access person, but a supervised person would not be an access person solely because that person has nonpublic information regarding the portfolio holdings of a client that is not an investment company. Persons who are not supervised persons of the Firm would not be access persons.

The Firm’s supervised persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control. If the Firm’s primary business is providing investment advice, then all of its directors, officers and partners are access persons.

An access person would be considered to be a beneficial owner of any security in which he has a direct or indirect monetary interest or is held by his spouse, his minor children, a relative who shares his home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him with a direct or indirect pecuniary interest. It may be possible for an access person to exclude accounts held personally or by immediate family members sharing the same household if the access person does not have any direct or indirect influence or control over the accounts, or can rebut the presumption of beneficial ownership over family members’ accounts. Access persons should consult with the CCO before excluding any accounts held by immediate family members sharing the same household.

 

A-1


A “reportable security” is considered to be any security, except that it shall not include securities issued by the Government of the United States or an agency thereof; money market instruments (bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments); shares of money market funds; transactions and holdings in other open-end mutual funds or pooled vehicles (unless the Firm or a control affiliate acts as the investment adviser or principal underwriter for the fund); and transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

“Purchase or sale of a security” includes, among other things, the writing of an option to purchase or sell a security. A security is “being purchased or sold” by the client from the time when a purchase or sale has been communicated to the Firm until the time when such transaction has been fully completed or terminated.

Temporary Employees

Temporary employees including contractors, temps, and interns (collectively “contractors”), will become subject to the Code of Ethics on their 91st day of association with the Company, calculated on a rolling 12-month basis. If based on their duties or job functions they meet the definition of Access Person, they will be required to comply with the personal trading and reporting requirements and will be given a copy of the Company’s Code of Ethics.

Statement of General Principles

In recognition of the trust and confidence placed in the Firm by its clients and to stress its belief that its operations are directed to the benefit of its clients, the Firm has developed and adopted the following general principles to guide its supervised persons:

 

  1.

The interests of the clients are paramount and all associated persons of the Firm must conduct themselves in such a manner that the interests of the clients take precedence over all others.

 

  2.

All personal securities transactions by supervised persons of the Firm must be placed in such a way as to avoid any conflict between the interest of the Firm’s clients and the interest of any supervised person of the Firm.

 

  3.

All supervised persons of the Firm must avoid actions or activities that allow personal benefit or profit from their position with regard to the Firm’s clients.

 

  4.

All supervised persons will remain compliant with federal securities laws.

 

  5.

Any potential violations of this Code of Ethics must be promptly reported to the Chief Compliance Officer.

Conflicts of Interest

It is the policy of the Firm that supervised persons should be free from any direct or indirect interest, activity or entity that could possibly conflict with the interests of the Firm or its clients. Underlying this policy are two principles:

 

  1.

No supervised person should have, or acquire, any direct or indirect interest, activity or association, which influences or interferes with, or which might or could be thought to interfere with or influence the independent exercise of his judgment in the best interest of the Firm.

 

A-2


  2.

No supervised person should personally profit, or seek to profit, directly or indirectly, from opportunities or business information that are available to, or obtained by, him as a result of his position with the Firm.

Direct or indirect interests include agency relationships, trusts, corporations, partnerships and interests held by family members.

Prohibited Purchases and Sales of Securities

No access person shall, in connection with the purchase or sale, directly or indirectly:

 

  1.

Employ any device, scheme or artifice to defraud;

 

  2.

Make any untrue statement of a material fact or omit to state a material fact;

 

  3.

Engage in any act, practice or course of business which would operate as a fraud or deceit;

 

  4.

Engage in any manipulative practice; or

 

  5.

Trade ahead of or in conflict with investment recommendations.

Trading Practices

The Chief Compliance Officer must pre-approve in writing any investment by an access person in an initial public offering (“IPO”), private placement or a security which appears on the Company’s restricted list.

In addition, because the Company serves as an investment adviser to the Polen Funds, investments in the Funds must be reported to the CCO.

Generally, access persons should not engage in short-term trading (i.e., buy and sell the same security in less than 60 days).

Cryptocurrency

Any access person who wishes to purchase, acquire or sell any asset that is issued and transferred using distributed ledger or blockchain technology, including, but not limited to, virtual currencies, cryptocurrencies, digital “coins” or “tokens” (“Digital Assets”), should consult with the CCO as to whether such Digital Asset would be considered a security, and specifically a “Digital Security”, for purposes of this policy. A Digital Asset is likely to be considered a Digital Security if it is offered and sold as an investment contract. On April 3, 2019, the SEC published a framework for investment contract analysis of Digital Assets. The CCO may use this framework, among other relevant SEC guidance, to determine whether a Digital Asset would be considered a Digital Security for the purposes of this policy. If the CCO determines that such Digital Asset should be considered a Digital Security, the Digital Asset will be considered a reportable security for purposes of this policy.

Reporting Obligation

A complete report of each access person’s securities holdings (Initial and Annual Holding Report) is required at the time the person becomes an access person (no later than 10 days after the person becomes an access person) and at least once a year thereafter. The holdings reports must be current as of a date not more than 45 days prior to the individual becoming an access person (initial report) or the date the report is submitted (annual report). Each holdings report must contain, at a minimum:

 

  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 reportable security in which the access person has any direct or indirect pecuniary interest;

 

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  2.

The name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit; and

 

  3.

The date the access person submits the report.

In addition, personal accounts opened by access persons are required to be reported no later than 30 days after the close of the calendar quarter during which they were opened. Further, quarterly reports are required of all personal securities transactions by access persons, which are due no later than 30 days after the close of the calendar quarter. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which the access person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

 

  1.

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

 

  4.

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

 

  5.

The date the access person submits the report.

In lieu of an access person providing the above annual holdings reports and quarterly transaction reports, the access person may provide the Firm with electronic access (a “feed”) to the same information.

Transactions effected pursuant to an automatic investment plan would not have to be reported. Access persons are also exempt from reporting securities held in accounts over which the access person had no direct or indirect influence or control, such as an account managed by an investment adviser on a discretionary basis. Any access person seeking to exempt an account managed by a third party from reporting must submit a request to the CCO in writing who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO may ask for supporting documentation, such as a copy of the Automatic Investment Plan, a copy of the discretionary account management agreement and/or a written certification from the unaffiliated investment adviser, and may provide the access person with the exact wording and a clear definition of “no direct or indirect influence or control” that the Company consistently applies to all access persons. Access persons who claim they have no direct or indirect influence or control over an account are also required to certify to this effect on at least an annual basis.

A quarterly transaction report is not required if the report would duplicate information contained in broker trade confirmations or account statements that the Firm holds in its records so long as the Firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter. The Chief Compliance Officer is responsible for assessing that such duplicate records are being received.

Additional Restrictions and Requirements

 

  1.

No access person may accept a position as a director, trustee or general partner of a publicly traded company unless such position has been presented to and approved by the Firm.

 

  2.

The Chief Compliance Officer will maintain a current listing of all access persons.

 

  3.

The Chief Compliance Officer will review this Code of Ethics at least annually to determine the adequacy of these policies and related procedures.

 

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Political Contributions Policy

While Contributions to Political Officials are made for a number of legitimate reasons, there is also an opportunity for abuse in certain situations, including where there are opportunities for conflicts of interest involving the Company, and certain Contributions may adversely affect the Company’s ability to have certain plan clients, particularly state and local pension plan clients. In order to protect against such potential abuses, comply with our fiduciary duties, seek to avoid even the appearance of impropriety, allow the Company to have certain plan clients and enable the Company to monitor compliance with applicable laws, the Company does not currently permit political Contributions, including in-kind contributions. Further, Employees are currently not permitted to coordinate or solicit political Contributions.

Gifts and Business Entertainment Policy

The Company, its supervised persons and members of supervised persons’ families should not accept gifts, gratuities or other items of value from or give gifts, gratuities or other items of value to an individual or organization with whom the Company has a current or potential business relationship directly related to its advisory business (“Business Relationship”), which might in any way create a conflict of interest, or which would be likely to influence decisions made by the supervised person in business transactions involving the Company. The prohibition does not apply to occasional dinners, sporting, concert or customary entertainment events and other activities, which are part of a business relationship, provided that they fall in line with the guidelines identified below. Further, personal contacts may lead to gifts of a purely nominal value, which are offered on the basis of friendship and may not raise concerns related to conflicts of interest or influence a supervised person’s decisions.

Supervised persons should use good judgment to avoid any gifts, gratuities or other items of value that place the Company in a difficult, embarrassing or conflict situation with its advisory clients. Supervised persons should discuss any questions they may have regarding gifts, gratuities or other items of value with the CCO prior to accepting such item. Only the Chief Compliance Officer is authorized to grant waivers of this policy.

The following outlines the Company’s policy on giving and receiving gifts and entertainment and is applicable to all officers, directors/members and supervised persons of the Company. As a general rule, the Company aggregates all gifts and entertainment given or received on a calendar year basis.

Gift Giving

In general, gift giving is limited to $100.00: Neither you nor members of your immediate family may give any gift, series of gifts or other thing of value, (“Gifts”) in excess of $100 per year to any client or any one person or entity that does or seeks to do business with or on behalf of the Company.

Prohibitions: (i) You are prohibited from giving cash, making loans and providing personal services or special discounts on behalf of the Company, even if these fall within the above dollar limits; and (ii) you are prohibited from giving a gift if the gift could be seen by others as engaging in bribery or a consideration for a business favor.

Charitable Contributions: You are required to receive advance approval from Compliance before making a charitable contribution on behalf of a client or financial intermediary. Approval is granted only when it is clear that the contribution is being made by the Company.

You are required to notify the CCO about any actual or apparent conflict of interest in connection with any charitable contribution, or about any contribution that could give an appearance of impropriety.

 

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Gift Receiving

In general, receipt of gifts is limited to $100.00: Neither you nor members of your immediate family may receive any Gift(s) the value of which is estimated to exceed $100.00 per year from any single Business Relationship. You may accept a token gift only when the value involved is not material and clearly will not place you under any real or perceived obligation to the donor. Gifts are considered material in value if they influence or give the appearance of influencing the recipient. In the event the aggregate fair market value of all Gifts received by you from any single Business Relationship is estimated to exceed $100 per year, you must immediately notify Compliance.

Prohibitions: (i) You are prohibited from receiving cash, loans or personal services or special discounts unless such personal services or special discounts is pre-approved by Compliance; and (ii) the solicitation of Gifts is prohibited (i.e., you may not request a Gift, such as tickets to a sporting event, be given to you).

Travel Expenses: In general, the Company must pay for all travel and lodging expenses. For example, when the Company’s supervised person is invited to tour a company’s facilities or meet with representatives of a company, we, and not the company, must pay for your travel and lodging expenses. A Business Relationship may pay for travel amenities that are not readily ascertainable or are considered insubstantial (i.e., a shared cab fare).

Conferences and Industry Events: The Company’s supervised persons may be requested to speak at industry conferences and events. In some situations the speech or appearance involves travel, lodging, entertainment or other customary speaker amenities (Business Accommodations). If the Business Relationship offers to pay for all or a portion of the Business Accommodations and the amount exceeds the Gift and Entertainment Policy, you are required to have the payment pre-approved by Compliance.

Business Entertainment

In general, entertainment is not considered a Gift so long as such entertainment is business related (e.g., if you are accepting tickets to a sporting event, the offerer must go with you), reasonable in cost, appropriate as to time and place and neither so frequent nor so costly as to raise any question of impropriety. (Entertainment includes items such as a ticket to a sporting event or the theater, greens fees, an invitation to a reception or cocktail party or other comparable entertainment.) Entertainment that you receive requires the offerer’s attendance, and entertainment that you offer requires your attendance, and in either case is subject to:

 

1.

Max $300 value per supervised person, and, if applicable, max $600 value for the supervised person and the supervised person’s guest per single outing. The limits apply to the total market value cost (not face value) of the outing, including meals, travel (airfare/hotels/cars), sporting events, limo rides, etc.

 

2.

Aggregate value per year of all such benefits may not exceed $1,200 per Business Relationship.

Gifts and Business Entertainment Reporting

You are required to report gifts/entertainment in excess of $50 from any one Business Relationship. You are required to certify, at least annually, that any gifts and/or entertainment received from any one Business Relationship were in accordance with the policy.

ERISA Plans

The Employee Retirement Income Security Act of 1974 (“ERISA”) prohibits a “fiduciary” from receiving any consideration from a person dealing with an ERISA plan in connection with a transaction involving the assets of the plan. For purposes of this policy, all such plans are referred to as “ERISA clients.”

 

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The Company may act as a fiduciary with respect to ERISA clients because, among other things, we provide investment management and investment advisory services to those clients. In addition, individual supervised persons of the Company who perform these functions are also considered fiduciaries for purposes of ERISA.

Technically, there is no de minimis exception to the restrictions on a fiduciary’s receipt of consideration from a person dealing with a plan. However, the DOL has provided guidance that gifts and entertainment provided to a fiduciary from one individual or entity that have an annual value of less than $250 (and that do not violate any plan policy or provision) are considered “insubstantial” and are generally not treated as violations.

In addition, the DOL guidance indicates that, in certain circumstances, a fiduciary may receive reimbursement from a party dealing with a plan for attendance at educational and training seminars and similar events. A fiduciary may also attend similar events sponsored by a party dealing with a plan, for example, a seminar about a new investment product or strategy sponsored by an investment manager or broker. In order for such payments to be permissible, a responsible plan fiduciary must determine that the reimbursed expenses (or costs of the sponsored event) would be appropriate for the plan itself to pay and the fiduciary’s determination should be in writing.

Based on the statutory restrictions described above, the Company has adopted the following policies and procedures.

General ERISA Policy

Each of the Company’s supervised persons and members of their immediate family are prohibited from giving or accepting gifts or entertainment in connection with Company ERISA clients, except as described below.

 

  1.

The Company’s supervised person may accept gifts, meals and entertainment of nominal value in the ordinary course of Company business, provided that the aggregate value of the gifts and entertainment received by a supervised person is less than $100 annually. Gifts of nominal value include small items with logos such as pens, hats, candy, etc. The Company’s supervised persons (or members of their family) who receive a gift or gifts in excess of this limitation should return them to the giver with an explanation of Company policy. A supervised person may not solicit any gifts or entertainment from any person associated with a company that is in the business of providing services of the kind that may be used by Advisor in discharging its duties to ERISA clients.

 

  2.

A supervised person may provide gifts and entertainment of nominal value to representatives of a ERISA client in the ordinary course of business, provided that the aggregate value of the gifts and entertainment provided to any one individual must be less than $100 annually. With respect to Taft-Hartley clients, special additional rules apply. Please contact Compliance before providing any gifts or entertainment to union clients or prospects.

 

  3.

In limited circumstances, a supervised person may attend seminars and similar educational events that are sponsored by fiduciaries such as brokers, investment managers and custodians. A supervised person wishing to attend such an event must contact Compliance before accepting the invitation.

 

  4.

In limited circumstances, the Company may reimburse representatives of ERISA clients for the costs of attending educational seminars and similar events. A supervised person wishing to offer such reimbursement to a representative of a ERISA client should contact Compliance before offering such reimbursement.

 

  5.

Regardless of the amount involved, no supervised person may accept or offer cash or any cash equivalent (e.g., cash, check or electronic fund transfer) in connection with any ERISA client.

 

  6.

If a supervised person has any question or concern related to an anticipated gift, or about this policy, the supervised person should contact Compliance.

 

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ERISA Procedures

The receipt or provision of any gifts, entertainment or educational seminars must be documented. In accordance with law and regulatory disclosure requirements, the Company may be asked to provide such information to its ERISA clients to enable those plans to fulfill obligations under ERISA. The following procedures will assist in both compliance with the DOL guidance and maintaining proper written records.

 

  1.

Gifts. Supervised persons must inform Compliance of any gifts equal to or in excess of $50 given to, offered by or received in connection with their employment at Advisor. Compliance will maintain a log of all such gifts.

 

  2.

Entertainment/Meals. Supervised persons must obtain written permission from Compliance before accepting entertainment, including meals (other than modest meals and other refreshments served on site at the offices of Advisor, a client or a vendor in connection with a “working meeting”).

 

  3.

Seminars and other Presentations. You must demonstrate, in writing, that any educational seminar or other event that you wish to attend (or wish to provide to an ERISA client) (i) had a reasonable relationship to the duties of the person attending and (ii) the expenses for such attendance would be reasonable in light of the benefits afforded a plan by such attendance and would be unlikely to compromise the attendee’s ability to carry out their fiduciary obligations. In other words, please explain why you think your (or the ERISA client’s) attendance at the event would enhance your (or the ERISA client’s) ability to serve the ERISA plans. In addition, please describe any ancillary activities connected to the conference, such as meals or cocktail receptions. Supervised persons should not assume that they may never participate in such activities, as in some cases attendance might benefit the ERISA plans in question.

 

  4.

You must submit your documentation to Compliance before accepting any invitation to an event. An email is sufficient.

Review and Enforcement

The Chief Compliance Officer shall review all reported personal securities transactions to determine whether a violation of this Code of Ethics may have occurred. This includes reviewing for reports or trades reported late, incomplete quarterly/annual reports, and trades conducted in violation of the Code of Ethics, such as pre-clearance. Before making any determination that a violation has been committed by any person, the Chief Compliance Officer shall give such person an opportunity to supply additional explanatory material.

Review of personal securities holding and transaction reports will also include comparison of such personal trading to any restricted lists; assessment as to whether the access person is trading for his own account in the same securities he is trading for clients, and if so whether the clients are receiving terms as favorable as the access person takes for himself; periodically analyzing the access person’s trading for patterns that may indicate abuse, including market timing; investigation of any substantial disparities between the quality of performance the access person achieves for his own account and that he achieves for clients; and investigation of any substantial disparities between the percentage of trades that are profitable when the access person trades for his own account and the percentage that are profitable when he places trades for clients.

If the Chief Compliance Officer determines that a violation of this Code of Ethics may have occurred, he shall submit a written determination, together with the confidential monthly report and any additional explanatory material provided by the individual to senior management, who will determine the appropriate action in conjunction with counsel. If necessary, the Firm shall impose upon the individual such sanctions as deemed appropriate under the circumstances.

 

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Records

The Firm shall maintain records in the manner and to the extent set forth below, and will make them available for examination by representatives of the SEC or State.

 

  1.

A copy of this Code of Ethics and any other code which is, or at any time within the past five (5) years has been, in effect shall be preserved in an easily accessible place;

 

  2.

A record of any violation of this Code of Ethics and 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 (5) years following the end of the fiscal year in which the violation occurs;

 

  3.

A copy of each supervised person’s written acknowledgment of receipt of this Code of Ethics for a period of five (5) years;

 

  4.

A copy of each report made by an access person pursuant to this Code of Ethics shall be preserved for a period of not less than five (5) years from the end of the fiscal year in which it is made, the first (2) two years in an easily accessible place;

 

  5.

A record of any decision within the past five (5) years approving an access person’s acquisition of securities in IPOs and limited offerings; and

 

  6.

A list of all persons who are, or within the past five (5) years have been, required to make reports pursuant to this Code of Ethics shall be maintained in an easily accessible place.

Code of Ethics Training

The Firm will provide to each supervised person a copy of this Code of Ethics and any amendments. Each supervised person is required to acknowledge, in writing, his receipt of those copies. In addition, each supervised person must annually recertify that he has re-read, understands and has complied with the code. The Chief Compliance Officer is responsible for verifying that all supervised persons acknowledge receipt. The Chief Compliance Officer is also responsible for providing supervised persons adequate training on the principles and procedures of this Code of Ethics, such as periodic orientation or training sessions with new and existing staff to remind them of their obligations under the code.

Hardship Exemption

Employees who experience unanticipated difficulties that necessitate the need to liquidate a securities holding or any other act that contradicts the above mentioned policies, must seek prior written approval of the CCO before executing any transaction that would violate the above mentioned policies. Exemptions will be decided on a case-by-case basis and the Company provides no assurance that an exemption will be granted.

 

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Revised Code of Ethics of American Century, revised 4/1/2021

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Exhibit (p)(37)

Applicable Entities / Rules

 

Applicable Entities:    Enterprise wide policy, including American Century Investment Management, Inc., Registered Investment Companies, Schedule A, American Century Investment Services, Inc., American Century Services, LLC
Statutory/Regulatory:    Investment Company Act § 17(j), Rule 17j-1; Investment Advisers Act § 204A, 206, Rule 204A-1 and 204-2(12)
Effective Date(s):    October 29, 1999, Last Revised April 1, 2021
Policy or Summary:    Policy
Related Summary:    Code of Ethics Policies and Procedures
Related Documents:    Business Code of Conduct; Insider Trading Policy

Table of Contents

 

Requirements for All Employees

     2  

Requirements for Access, Investment and Portfolio Persons

     2  

Trading Prohibitions

     2  

I.

  Purpose of Code      3  

II.

  Why Do We Have a Code of Ethics?      3  

III.

  Does the Code of Ethics Apply to You?      4  

IV.

  Restrictions on Personal Investing Activities      6  

V.

  Reporting Requirements      10  

VI.

  Can there be any exceptions to the restrictions?      13  

VII.

  Confidential Information      15  

VIII.

  Conflicts of Interest      15  

IX.

  What happens if you violate the rules in the Code of Ethics?      15  

X.

  ACI’s Quarterly Report to Fund Directors/Trustees      17  

APPENDIX 1: DEFINITIONS

     18  

APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?

     21  

APPENDIX 3: CODE-EXEMPT SECURITIES

     24  

APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

     26  

APPENDIX 5: ACCOUNT REPORTING INSTRUCTIONS

     29  

SCHEDULE A: BOARD APPROVAL DATES

     33  

SCHEDULE B: SUBADVISED FUNDS

     34  

SCHEDULE C: APPROVED ELECTRONIC BROKERS

     36  

 

Policy updated: April 1, 2021

 

COMPANY CONFIDENTIAL - ©2021 American Century Proprietary Holdings, Inc.

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Snapshot of the Policy

The Code of Ethics is a comprehensive policy which provides the standards for personal investing by American Century Investments (ACI) employees. Each employee has a Code of Ethics classification based on their job responsibilities and the ability to access nonpublic information about ACI client portfolios’ security holdings and trading activities. The restrictions on personal investing contained in the Code vary by classification. The Code of Ethics also applies to accounts and securities that ACI employees beneficially own (i.e., owned by immediate family sharing your household, your domestic partner, or accounts for which you have trading authority or power of attorney, etc.).

It is important that you understand the Code and the restrictions on personal investing. These restrictions may include preclearance of trades and reporting of transactions and holdings, including for exchange traded funds (ETFs) and reportable mutual funds. This page contains a summary of the Code requirements. Please review the full text of the Code to fully understand your responsibilities. Contact Compliance if you have questions about the policy and how it applies to your situation. ComplianceAlpha is the primary tool for performing your duties under the Code. All reporting and preclearance activities are performed in ComplianceAlpha.

Requirements for All Employees

Non-Access Persons, Access Persons, Investment Persons, and Portfolio Persons must

 

   

Place our client’s interest first

 

   

Comply with federal securities laws

 

   

Report violations to Compliance

 

   

Acknowledge that you have read and understand the Code of Ethics

 

   

Link reportable brokerage accounts and reportable mutual fund accounts in ComplianceAlpha

 

   

Comply with short-term trading restrictions for ACI client portfolios

 

   

Obtain written approval to enter into an arrangement or agreement that could create a conflict of interest with ACI activities (i.e. serving on the board of directors of a publicly traded company)

Requirements for Access, Investment and Portfolio Persons

Access Persons, Investment Persons, Portfolio Persons must

 

   

Disclose holdings within 10 days of designation and annually, thereafter

 

   

Disclose personal security transactions on a quarterly basis

 

   

Disclose conflicts of interest annually

 

   

Obtain approval (preclearance) to trade in reportable securities

Trading Prohibitions for Investment and Portfolio Persons

 

   

Investment Persons and Portfolio Persons cannot participate in an Initial Public Offering.

 

   

Investment Persons and Portfolio Persons cannot profit on short-term reportable security trades within 60 calendar days.

 

   

Portfolio Persons cannot trade in a security within seven days before and after transactions of a client portfolio you manage.

 

   

Portfolio Persons cannot sell a security which is held by your assigned client portfolio or buy a security held as a short position in your assigned funds.

 

   

Portfolio Persons that manage a Semi-Transparent Active Exchange Traded Fund (STA ETF) are required to obtain pre-approval prior to trading in shares of the STA ETF. They are restricted from selling shares of a STA ETF that they manage within 30 days after purchase.

 

Policy updated: April 1, 2021

 

COMPANY CONFIDENTIAL - ©2021 American Century Proprietary Holdings, Inc.

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I.

Purpose of Code

The Code of Ethics guides the personal investment activities of American Century Investments (ACI) employees (including full and part-time employees, contract and temporary employees, officers and directors), and members of their immediate family.1 The Code of Ethics aids in the elimination and detection of personal securities transactions by employees that might be viewed as fraudulent or might conflict with the interests of our client portfolios. Such transactions may include, without limitation:

 

   

the misuse of client trading information for personal benefit (including so-called “front-running”),

 

   

the misappropriation of investment opportunities that may be appropriate for client portfolios, and

 

   

excessive personal trading that may affect our ability to provide services to our clients.

Violations of this Code must be promptly reported to the Chief Compliance Officer.

 

II.

Why Do We Have a Code of Ethics?

 

  A.

Investors have placed their trust in ACI

As an investment advisor, ACI is entrusted with the assets of our clients for investment purposes. Our employees’ personal trading activities and the administration of the Code are governed by these general fiduciary principles:

 

   

The interests of our clients must be placed before our own.

 

   

Any personal securities transactions must be conducted consistent with this Code and in a manner as to avoid even the appearance of a conflict of interest.

Complying with these principles is how we earn and keep our clients’ trust. To protect this trust, we will hold ourselves to the highest ethical standards.

 

  B.

ACI wants to give you flexible investing options

Management believes that ACI’s own mutual funds, ETFs and other pooled investment vehicles provide a broad range of investment alternatives in virtually every segment of the securities market. We encourage ACI employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize,

 

 

1 

The directors or trustees of Fund Clients who are not “interested persons” (the “Independent Directors”) are covered under a separate Code applicable only to them.

 

Policy updated: April 1, 2021

 

COMPANY CONFIDENTIAL - ©2021 American Century Proprietary Holdings, Inc.

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however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our clients.

Our employees are able to undertake personal transactions in stocks and other individual securities subject to the terms of this Code. All employees are required to report their personal transactions in securities owned by them and in beneficially owned securities under this Code. Additionally, Portfolio, Investment and Access Persons are required to receive preclearance of transactions and further limitations are placed on the transactions of Portfolio and Investment Persons.

 

  C.

Federal law requires that we have a Code of Ethics

The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have safeguards in place to prevent personal investment activities that might take inappropriate advantage of our fiduciary position. These safeguards are embodied in this Code of Ethics.2

 

III.

Does the Code of Ethics Apply to You?

Yes! All ACI employees and contract personnel must observe the principles contained in this Code of Ethics. This Code applies to your personal investments, as well as those for which you are a beneficial owner. However, there are different requirements for different categories of employees. The category in which you have been placed generally depends on your job function, although circumstances may prompt us to place you in a different category. The range of categories is as follows:

 

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The standard profile for each of the categories is described below:

 

  A.

Portfolio Persons

Portfolio Persons include portfolio managers and equity investment analysts and any other Investment Persons (as defined below) with authority to enter purchase/sale orders on behalf of client portfolios.

 

  B.

Investment Persons

Investment Persons include:

 

 

2 

Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940 serve as a basis for much of what is contained in this Code of Ethics.

 

Policy updated: April 1, 2021

 

COMPANY CONFIDENTIAL - ©2021 American Century Proprietary Holdings, Inc.

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any persons that are involved in or have access to client portfolio securities trading, securities recommendations, or portfolio holdings or are involved in making securities recommendations that are nonpublic, and

 

   

any officers and directors of an investment advisor.

 

  C.

Access Persons

Access Persons are persons who, in connection with their regular function and duties, consistently obtain information regarding current purchase and sale recommendations and daily transaction and holdings information concerning client portfolios. Examples of persons that may be considered Access Persons include

 

   

persons who are directly involved in the execution, clearance, and settlement of purchases and sales of securities (e.g. certain investment operations personnel),

 

   

persons whose function requires them to evaluate trading activity on a real-time basis (e.g. attorneys, accountants, portfolio compliance personnel),

 

   

persons who assist in the design, implementation, and maintenance of investment management technology systems (e.g. certain I/T personnel, including contractors),

 

   

support staff and supervisors of the above if they are required to obtain such information as a part of their regular function and duties, and

 

   

officers or “interested” director of our Fund Clients.

Single, infrequent, or inadvertent instances of access to current recommendations or real-time trading information or the opportunity to obtain such information through casual observance or bundled data security access may not be sufficient to qualify you as an Access Person.

 

  D.

Non-Access Persons

If you are an ACI officer, director, or employee and you do not fit into any of the above categories, you are a Non-Access Person. Contractors and temporary employees may be considered Non-Access Persons depending on their role. While your trading is not subject to preclearance and other restrictions applicable to Portfolio, Investment, and Access Persons, you are still subject to the remaining provisions of the Code.

 

Policy updated: April 1, 2021

 

COMPANY CONFIDENTIAL - ©2021 American Century Proprietary Holdings, Inc.

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IV.

Restrictions on Personal Investing Activities

 

  A.

Principles of Personal Investing

All ACI employees, officers, and directors, and members of their immediate family, must comply with the federal securities laws and other governmental rules and regulations, and maintain ACI’s high ethical standards when making personal securities transactions. You must not misuse nonpublic information about client security holdings or contemplated, pending, or completed portfolio transactions for your personal benefit or the benefit of others. Likewise, you may not cause a client portfolio to take action, or fail to take action, for your personal benefit.

In addition, investment opportunities appropriate for client portfolios should not be retained for the personal benefit of yourself or others. Investment opportunities arising as a result of ACI investment management activities must first be considered for inclusion in our client portfolios.

 

  B.

Trading on Inside Information

Federal law prohibits you from trading based on material nonpublic information received from any source or communicating this information to others. This could include confidential information received by employees regarding securities that are, or maybe considered as potential portfolio investments. You are expected to abide by the highest ethical and legal standards in conducting your personal investment activities. For more information regarding what to do when you believe you are in possession of material nonpublic information, please consult ACI’s Insider Trading Policy.

 

  C.

Trading in ACI Open-End Mutual Funds

Excessive, short-term trading of ACI open-end mutual funds and other abusive trading practices (such as time zone arbitrage) may disrupt portfolio management strategies and harm fund performance. These practices can cause funds to maintain higher-than-normal cash balances and incur increased trading costs. Short-term and other abusive trading strategies can also cause unjust dilution of shareholder value if such trading is based on information not accurately reflected in the price of the fund.

You may not engage in short-term trading or other abusive trading strategies with respect to any ACI open-end mutual fund client portfolio. For purposes of this Code, “ACI open-end mutual fund client portfolios” include any open-end mutual fund or variable annuity, advised or subadvised by ACI.3

Seven-Day Holding Period. You will be deemed to have engaged in short-term trading if you have purchased shares or otherwise invested in a variable-priced (non-money market) ACI open-end mutual fund client portfolio and redeem shares or otherwise withdraw assets from that portfolio within seven days. In other words, if you make an investment in an ACI open-end mutual fund client portfolio, you may not redeem shares from that fund before the completion of the seventh day following the purchase date.

 

 

3 

See Schedule A for a list of Fund Clients. See Schedule B for a list of subadvised funds.

 

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Limited Trading Within 30 Days. We realize that abusive trading is not limited to a seven-day window. As a result, we may deem the sale of all or a substantial portion of an employee’s purchase in an ACI open-end mutual fund client portfolio to be abusive if the sale is made within 30 days, and it happens more than once every rolling twelve months.

These trading restrictions are applicable to any account for which you have the authority to direct trades or of which you are a beneficial owner, including brokerage accounts, ACI Personal Financial Solutions (PFS) accounts, retirement plans, subadvised accounts, or accounts held through an intermediary.

Transactions NOT Subject to Limitations. Automatic investments such as AMIs, dividend reinvestments, employer plan contributions, and payroll deductions are not considered transactions for purposes of the holding requirements. Redemptions in variable-priced funds that allow check writing privileges or trusts used as cash instruments in the retirement plan will not be considered redemptions for purposes of the holding requirements.

Information to be Provided. You may be required to provide certain information regarding mutual fund accounts beneficially owned by you and transactions in reportable mutual funds. See the Reporting Requirements for your applicable Code of Ethics classification.

 

  D.

Preclearance of Personal Securities Transactions

      

[Portfolio, Investment, and Access Persons]

Preclearance of personal securities transactions allows ACI to prevent certain trades that may conflict with client trading activities. The nature of securities markets makes it impossible to predict all conflicts. As a consequence, even trades that are precleared can result in potential conflicts between your trades and those affected for client portfolios. You are responsible for avoiding such conflicts with any client portfolios for which you make investment recommendations. You have an obligation to ACI and its clients to avoid even a perception of a conflict of interest with respect to personal trading activities.

All Portfolio, Investment, and Access Persons must comply with the following preclearance procedures prior to entering into (i) the purchase or sale of a security for your own account or (ii) the purchase or sale of a security for an account for which you are a beneficial owner.4

All preclearance request should be submitted in ComplianceAlpha. Refer to “Appendix 4: How the preclearance process works.” for more information.

 

  1.

Is the security a “Code-Exempt Security”?

 

 

4 

See Appendix 2 for an explanation of beneficial ownership.

 

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Check Appendix 3 to see if the security is listed as a code-exempt security. If it is, then you may execute the transaction. Otherwise, proceed to the next step.

 

  2.

Submit a Preclearance Request in ComplianceAlpha. You will be required to provide the following:

 

   

Security identifier (Ticker symbol, CUSIP, etc.)

 

   

Broker and account number used for the transaction;

 

   

Transaction type

 

   

Quantity (number of shares or par value)

 

   

Price

 

   

Dollar value

 

  3.

The request will be reviewed through our preclearance process. You will receive an e-mail informing you of your approval or denial.

 

  4.

If you receive preclearance for the transaction,5 you may execute the approved transaction the day your preclearance is granted and the following business day (the “Preclearance Period”). For example, if preclearance is granted at 3:00 p.m. on Wednesday, you have until the close of the market on Thursday to execute the trade. If you do not execute the approved transaction within the Preclearance Period, you must repeat the preclearance procedure prior to executing the transaction.

ACI reserves the right to restrict the purchase or sale by Portfolio, Investment, and Access Persons of any security at any time. Such restrictions are imposed through the use of a Restricted List that will cause ComplianceAlpha to deny the approval of preclearance to transact in the security. Securities may be restricted for a variety of reasons including without limitation the possession of material nonpublic information by ACI or its employees.

 

  E.

Additional Trading Restrictions

      

[Portfolio and Investment Persons]

The following additional trading restrictions apply if you are a Portfolio or Investment Person:

 

  1.

Initial Public Offerings. You may not acquire securities issued in an initial public offering.

 

5 

See Appendix 4 for a description of the preclearance process.

 

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  2.

Private Placements. Before you acquire any securities in a private placement, you must obtain approval from the Chief Investment Officer. Request preclearance by entering your request in ComplianceAlpha. While your preclearance request is pending or if you own or beneficially own the privately-placed security, you may not participate in any consideration of an investment in securities of the private placement issuer for any client portfolios.

 

  3.

60-Day Rule (Short-Term Trading Profits). You may not profit from any purchase and sale, or sale and purchase, of the same (or equivalent) securities other than code-exempt securities within sixty (60) calendar days.

 

  F.

Seven-Day Blackout Period

      

[Portfolio Persons]

If you are a Portfolio Person, you may not purchase or sell a security other than a code exempt security during the seven (7) calendar days before and after the day it has been traded in a client portfolio that you manage (i.e., if a client portfolio transacts in a security on Monday, the Portfolio Persons managing the client portfolio must not personally trade in the security from the Monday before until the Monday after the client portfolio transaction.

 

  G.

Securities Held in Your Funds

    

[Portfolio Persons]

Personally investing in the same securities held by the client portfolios you manage may result in a conflict of interest. To mitigate this risk, you may not sell a security in which your client portfolio has a long position or purchase a security in which your client portfolio has a short position without an exemption from this Code.

 

  H.

Trading in Semi-Transparent Active ETFs (STA ETF) that You Manage

    

[Portfolio Persons]

Trading shares of an ACI STA ETF while in possession of information regarding STA ETF security transactions not fully disseminated in the market is prohibited. As a result, you are required to obtain preclearance to transact in the STA ETFs for which you have portfolio manager or trade order authority assigned through the order-trade system. You will only be allowed to execute the trade on the day following your approved preclearance. In addition, you are limited from selling shares of the STA ETF for 30 calendar days after your last purchase.

To preclear a transaction in an ACI STA ETF for which you have portfolio manager or trade order authority, enter your preclearance request in ComplianceAlpha.

 

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V.

Reporting Requirements

You are required to file complete, accurate, and timely reports of all required information under this Code. All reported information is subject to review for indications of abusive trading, misappropriation of information, or failure to adhere to the requirements of this Code.

 

  A.

Reporting Requirements Applicable to All Employees

 

  1.

Code Acknowledgement

Upon employment, any amendment of the Code, and not less than annually thereafter, you will be required to acknowledge that you have received, read, and will comply with this Code. Compliance will notify you when you must provide this information.

 

  2.

Brokerage Accounts and Duplicate Confirmations

You are required to report ALL reportable brokerage accounts in ComplianceAlpha. Reportable brokerage accounts include both brokerage accounts maintained by you and brokerage accounts maintained by a person whose trades you must report because you are a beneficial owner. (Refer to Appendix 5 Account Reporting Instructions). Compliance will use your account information to obtain trade confirmations for the activity in your account.

To aid with required recordkeeping requirements and streamline operations, employees may be required to hold all reportable brokerage accounts at a firm that provides electronic trade confirmations to ComplianceAlpha. Through reporting your account information, you are consenting to receipt by Compliance of electronic trade confirmations.

 

  3.

Reporting of American Century Managed Mutual Fund Accounts

 

  a)

Employee-owned ACI Personal Financial Solutions (PFS) and ACI Retirement Plans

You are not required to report ACI PFS and ACI Retirement Plan accounts held under your own Social Security number. Trading in these accounts will be monitored based on information contained on our transfer agency and retirement plan systems.

 

  b)

Beneficially-Owned ACI PFS Accounts (Portfolio and Investment Persons Only)

You must report all ACI PFS open-end mutual fund accounts that are owned by your immediate family members and other accounts you beneficially-own.    

 

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Compliance will obtain trading activity in these accounts which will be monitored for short-term and abusive trading.

 

  c)

Certain third-party accounts invested in funds managed by ACI

You are required to report other accounts invested in funds managed by ACI such as those invested in (i) any subadvised fund (see Schedule B of this Code for a list of subadvised funds); and (ii) non-ACI retirement plan, unit investment trust, variable annuity, or similar accounts in which you own or beneficially own reportable mutual funds.

In addition, you must provide either account statements or confirmations of all trading activity in reportable third-party accounts to Compliance within 30 calendar days of the end of each calendar quarter.

Refer to Appendix 5: Account Reporting Instructions for the process to report your accounts in the ComplianceAlpha.

 

  B.

Additional Reporting Requirements [Portfolio, Investment, and Access Persons]

 

  1.

Holdings Report

Within ten (10) calendar days of becoming a Portfolio, Investment, or Access Person, and annually, thereafter, you must submit a Holdings Report. You will be sent an email from ComplianceAlpha with a link to the compliance system where you will complete your report. The information submitted must be current as of a date no more than 45 calendar days before the report is filed and include the following:

 

   

A list of all securities, other than certain code-exempt securities 6, that you own or in which you have a beneficial ownership interest. This listing must include the financial institution, account number, security identifier and description, number of shares, currency, and principal amount of each covered security. If you are using an Approved Electronic Broker (AEB) through the Direct or Aggregation Feed on ComplianceAlpha, your holdings will be imported into ComplianceAlpha for you. For securities held in accounts listed as Manual in ComplianceAlpha, you will be required to import or manually add your holdings prior to the reporting deadline.

 

   

Portfolio and Investment Persons must also provide a list of all reportable mutual fund holdings owned or in which they have a beneficial ownership interest. This list must include investments held through ACI PFS in accounts that are beneficially-owned, investments in any subadvised fund,

 

 

6 

See Appendix 3 for a listing of code-exempt securities that must be reported.

 

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holdings in a reportable brokerage account, and holdings in non-ACI retirement plans, unit investment trusts, variable annuity, or similar accounts. ACI PFS reportable mutual fund holdings held under an employee’s tax payer identification number are not required to be listed in ComplianceAlpha. Compliance will obtain the information from ACI PFS.

 

   

A summary of your relationships that may conflict with the interests of ACI, such as outside employment, relationships with competitors, suppliers, vendors, independent contractors or consultants of ACI, or relationships with directors or trustees in outside organizations other than community charitable activities, education activities, or dissimilar family business.

 

  2.

Quarterly Transactions Report

Within 30 calendar days of the end of each calendar quarter, all Portfolio, Investment, and Access Persons must submit a Quarterly Transactions Report. Compliance will notify you of the dates and requirements for filing the report. A report of the transactions for which we have received your trade confirmations during the quarter will be provided for your review in ComplianceAlpha. It is your responsibility to review the completeness and accuracy of this report, provide any necessary changes, and certify its contents when submitted.

 

  a)

The Quarterly Transactions Report must contain the following information about each personal securities transaction undertaken during the quarter other than those in certain code exempt securities:

 

   

The financial institution’s name and account number in which the transaction was executed;

 

   

The date of the transaction, the security identifier and description and number of shares or the principal amount of each security involved;

 

   

The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition; and

 

   

The transaction price, currency, and amount.

In addition, information regarding accuracy and completeness of your reportable brokerage and other accounts should be verified at this time.

 

  b)

Portfolio and Investment Persons are also required to report transactions in reportable mutual funds held through a brokerage account. The Quarterly Transactions Report for such persons must contain the following information about each transaction during the quarter:

 

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The date of the transaction, the fund identifier and description and number of shares or units of each trade involved;

 

   

The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition;

 

   

The transaction price, and amount; and

 

   

The financial institution’s name and account number in which the trade was executed.

Transactions of reportable mutual funds that do not need to be reported by Portfolio and Investment Persons on the Quarterly Transaction Report include:

 

   

Reinvested dividends;

 

   

Transactions in ACI open-end mutual funds through the ACI retirement plan accounts;

 

   

Transactions in ACI open-end mutual funds held through ACI PFS accounts under your Social Security number;

 

   

Transactions in ACI open-end mutual funds in beneficially-owned ACI PFS accounts if the account has been linked to ComplianceAlpha through the Aggregation Feed; and

 

   

Transactions in reportable third-party accounts for which the account statements or confirmations are provided to Compliance within 30 days of the end of the calendar quarter in which the transactions took place.

 

VI.

Can there be any exceptions to the restrictions?

Yes. The Chief Compliance Officer or their designee may grant limited exemptions to specific provisions of the Code on a case-by-case basis. Exemptions are requested in ComplianceAlpha (see Appendix 6: Requesting an Exemption).

 

  A.

Factors Considered

In considering your request, the Chief Compliance Officer or their designee may grant your exemption request if they are satisfied of the following:

 

   

Your request addresses an undue personal hardship imposed on you by the Code of Ethics;

 

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Your situation is not in conflict with the Code; and

 

   

Your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics.

 

  B.

Exemption Reporting

All exemptions must be reported to the Boards of Directors/Trustees of our Fund Clients at the next regular meeting following the initial grant of the exemption. Subsequent grants of an exemption of a type previously reported to the Boards may be affected without reporting. The Boards of Directors/Trustees may choose to delegate the task of receiving and reviewing reports to a committee comprised of Independent Directors/Trustees.

 

  C.

Thirty-Day Denial Exemption on Sales

An exemption may be requested when a request to sell a security has been denied once a week over a 30-day timeframe. The covered person must be able to verify that they have periodically entered a preclearance request to sell a security in ComplianceAlpha at least four times throughout a period of time that is at least 30 days. The Chief Compliance Officer or their designee will review the request and determine if the exemption is warranted. If approval is granted, compliance will designate a short trading window during which the sale can take place.

 

  D.

Non-volitional Transaction Exemption

Certain non-volitional purchase and sale transactions are exempt from the preclearance requirements of the Code. These transactions include stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, receipt of securities as gifts, the giving of securities, inheritances, margin/ maintenance calls (where the securities to be sold are not directed by the covered person), dividend reinvestment plans, and employer sponsored payroll deduction plans.

 

  E.

Blind Trust/Managed Account Exemption

An exemption from the preclearance and reporting requirements of the Code may be requested for securities that are held in a blind or quasi-blind trust arrangement or a managed (discretionary) account. For the exemption to be available, you or a member of your immediate family must not have authority to advise or direct securities transactions of the trust or managed account. You must provide a copy of the trust document or management agreement when requesting the exemption. The request will only be granted once the covered person and/or the investment advisor for the trust or managed account certify that the covered person or members of their immediate family will not advise or direct transactions. ACI may require that statements or trade confirmations be received for the trust or managed account. The employee and/or advisor may be requested by Compliance to re-certify the trust arrangement.

 

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VII.

Confidential Information

All information about clients’ securities transactions and portfolio holdings is confidential. You must not disclose, except as required by the duties of your employment, actual or contemplated securities transactions, portfolio holdings, portfolio characteristics or other nonpublic information about Clients, or the contents of any written or oral communication, study, report or opinion concerning any security. Employees should consult the Portfolio Holdings and Characteristics Disclosure and the Confidential Information Asset Security policies before disseminating information to individuals that otherwise do not have access to the information. Employees should not disseminate information about clients’ securities transactions and portfolio holdings to employees or contract personnel that are Non-Access Persons. This does not apply to information which has already been publicly disclosed.

 

VIII.

Conflicts of Interest

You must receive prior written approval from ACI’s General Counsel or their designee, as appropriate, to do any of the following:

 

   

Negotiate or enter into any agreement on a client’s behalf with any business concern doing or seeking to do business with the client if you, or a person related to you, has a substantial interest in the business concern;

 

   

Enter into an agreement, negotiate or otherwise do business on the client’s behalf with a personal friend or a person related to you; or

 

   

Serve on the board of directors of, or act as consultant to, any publicly traded corporation. Please note that ACI’s Business Code of Conduct also contains limitations on outside employment and directorships.

 

IX.

What happens if you violate the rules in the Code of Ethics?

If you violate the requirements of the Code of Ethics, you may be subject to serious penalties. Violations of the Code and proposed sanctions are documented by Compliance and submitted to the Code of Ethics Review Committee. The Committee consists of representatives of the investment advisor and the Compliance and Legal departments of ACI. The Committee is responsible for determining the materiality of Code violations and appropriate sanctions.

 

  A.

Materiality of Violation

In determining the materiality of a violation, the Committee considers:

 

   

Evidence of violation of law;

 

   

Indicia of fraud, neglect, or indifference to Code provisions;

 

   

Frequency of violations;

 

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Monetary value of the violation in question; and

 

   

Level of influence of the violator.

 

  B.

Penalty Factors

In assessing the appropriate penalties, the Committee will consider the foregoing in addition to any other factors they deem applicable, such as:

 

   

Extent of harm to client interests;

 

   

Extent of unjust enrichment;

 

   

Tenure and prior record of the violator;

 

   

The degree to which there is a personal benefit from unique knowledge obtained through employment with ACI;

 

   

The level of accurate, honest and timely cooperation from the covered person; and

 

   

Any mitigating circumstances.

 

  C.

The penalties which may be imposed include, but are not limited to:

 

  1.

Non-material violation

 

  a)

Warning (notice sent to manager) and/or

 

  b)

Attendance at a Code of Ethics training session and/or

 

  c)

Suspension of trading privileges.

 

  2.

Penalties for material or more frequent non-material violations will be based on the circumstances of the violation. These penalties could include, but are not limited to

 

  a)

Suspension of trading privileges and/or

 

  b)

Suspension or termination of employment.

In addition, you may be required to surrender to ACI any profit realized from any transaction(s) in violation of this Code of Ethics.

 

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X.

ACI’s Quarterly Report to Fund Directors/Trustees

ACI will prepare a quarterly report to the Board of Directors/Trustees of each Fund Client of any material violation of this Code of Ethics.

 

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APPENDIX 1: DEFINITIONS

 

1.

“Automatic Investment Plan”

“Automatic investment plan” means a program in which regular periodic purchases, exchanges or redemptions are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation including dividend reinvestment plans.

 

2.

“Beneficial Ownership” or “Beneficially Owned”

See “Appendix 2: What is Beneficial Ownership?”

 

3.

“Code-Exempt Security”

A “code-exempt security” is a security in which you may invest without preclearing the transaction with ACI. The list of code-exempt securities appears in Appendix 3. Code-exempt securities may require reporting of transactions and holdings.

 

4.

“Federal Securities Law”

“Federal securities law” means the Securities Act of 1933, the Securities Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisors, and any rules adopted by the Commission or the Department of Treasury.

 

5.

“Fund Clients”

Fund clients includes each Fund Client listed on Schedule A.

 

6.

”Initial Public Offering”

“Initial public offering” means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market.

 

7.

“Investment Advisor”

“Investment advisor” includes each investment advisor listed on Schedule A

 

8.

“Member of Your Immediate Family”

A “member of your immediate family” means any of the following:

 

   

Your spouse or domestic partner;

 

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Your minor children; or

 

   

A relative who shares your home.

For the purpose of determining whether any of the foregoing relationships exist, a legally adopted child of a person is considered a child of such person.

 

9.

”Private Placement”

“Private placement” means an offering of securities in which the issuer relies on an exemption from the registration provisions of the Federal Securities Laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities.

 

10.

“Reportable Brokerage Accounts”

A “reportable brokerage account” includes any account in which securities are held for the direct or indirect benefit of any person subject to this Code of Ethics.

 

11.

“Reportable Mutual Fund”

A “reportable mutual fund” includes any mutual fund issued by a Fund Client (as listed on Schedule A) and any subadvised funds (as listed on Schedule B).

 

12.

”Security”

A “security” includes a large number of investment vehicles. However, for purposes of this Code of Ethics, “security” (or “securities”) includes but is not limited to any of the following:

 

   

Note;

 

   

Stock, (including stock acquired in private placements and restricted stock in nonpublic companies received through an employee stock ownership program);

 

   

Treasury stock;

 

   

Bond;

 

   

Debenture;

 

   

Derivative security;

 

   

Exchange traded funds (ETFs) or similar securities;

 

   

Unit Investment Trusts (UIT);

 

   

Shares of open-end mutual funds;

 

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Shares of closed-end mutual funds;

 

   

Evidence of indebtedness;

 

   

Certificate of interest or participation in any profit-sharing agreement;

 

   

Collateral-trust certificate;

 

   

Preorganization certificate or subscription;

 

   

Transferable share;

 

   

Investment contract;

 

   

Voting-trust certificate;

 

   

Certificate of deposit for a security;

 

   

Interests in private investment companies, hedge funds, or other unregistered collective investment vehicles;

 

   

Fractional undivided interest in oil, gas or other mineral rights;

 

   

Any put, call, straddle, option, future, or privilege on any security or other financial instrument (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), including stock options received from an employer or through a retirement plan;

 

   

Any put, call, straddle, option, future, or privilege entered into on a national securities exchange relating to foreign currency;

 

   

In general, any interest or instrument commonly known as a “security;” or

 

   

Any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, future on or warrant or right to subscribe to or purchase, any of the foregoing.

 

13.

“Subadvised Fund”

A “subadvised fund” means any mutual fund or portfolio listed on Schedule B.

 

14.

“Supervised Person”

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

 

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APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?

A “beneficial owner” of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a purchase or sale of the security.

 

1.

Are securities held by immediate family members or domestic partners “beneficially owned” by me?

Yes. As a general rule, you are regarded as the beneficial owner of securities held in the name of

 

   

A member of your immediate family OR

 

   

Any other person IF you obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, or domestic partner, you are the beneficial owner; OR

 

   

You hold an option or other contractual rights to obtain title to the securities now or in the future.

 

2.

Must I report accounts for which I am listed as a joint owner or have power of attorney?

Yes. As a general rule, you are regarded as an owner of any accounts for which you are listed as a joint owner or have power of attorney.

 

3.

Am I deemed to beneficially own securities in accounts owned by a relative not living in my household for whom I am listed as beneficiary upon death?

Probably not. Unless you have power of attorney to transact in such accounts or are listed as a joint owner, you likely do not beneficially own the account or securities contained in the account until ownership has been passed to you.

 

4.

Are securities held by a company I own an interest in also “beneficially owned” by me?

Probably not. Owning the securities of a company does not mean you “beneficially own” the securities that the company itself owns. However, you will be deemed to “beneficially own” the securities owned by the company if:

 

   

You directly or beneficially own a controlling interest in or otherwise control the company; OR

 

   

The company is merely a medium through which you, members of your immediate family, or others in a small group invest or trade in securities and the company has no other substantial business.

 

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5.

Are securities held in trust “beneficially owned” by me?

Maybe. You are deemed to “beneficially own” securities held in trust if you or a member of your immediate family are:

 

   

A trustee; or

 

   

Have a vested interest in the income or corpus of the trust; or

 

   

A settlor or grantor of the trust and have the power to revoke the trust without obtaining the consent of all the beneficiaries.

A blind trust exemption from the preclearance and reporting requirements of the Code may be requested if you or members or your immediate family do not have authority to advise or direct securities transactions of the trust.

 

6.

Are securities in pension or retirement plans “beneficially owned” by me?

Maybe. Beneficial ownership does not include indirect interest by any person in portfolio securities held by a pension or retirement plan of a company whose employees generally are the beneficiaries of the plan.

However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio securities if you can withdraw and trade the securities without withdrawing from the plan or you can direct the trading of the securities within the plan (IRAs, 401(k)s, etc.).

 

7.

Examples of Beneficial Ownership

 

  a)

Securities Held by Family Members or Domestic Partners

Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial advisor. Since Tom and Mary’s resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other’s securities.

Example 2: Mike’s adult son David lives in Mike’s home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of David’s securities.

Example 3: Joe’s mother Margaret lives alone and is financially independent. Joe has power of attorney over his mother’s estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margaret’s bank in Margaret’s name, the interest from such loans being paid from Margaret’s account. Joe is a beneficial owner of Margaret’s estate.

 

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Example 4: Bob and Nancy are in a relationship. The house they share is still in Nancy’s name only. They have separate checking accounts with an informal understanding that both individuals contribute to the mortgage payments and other common expenses. Nancy is the beneficial owner of Bob’s securities.

 

  b)

Securities Held by a Company

Example 5: ABC Company is a holding company with five shareholders owning equal shares in the company. Although ABC Company has no business of its own, it has several wholly-owned subsidiaries that invest in securities. Stan is a shareholder of ABC Company. Stan has a beneficial interest in the securities owned by ABC Company’s subsidiaries.

Example 6: XYZ Company is a large manufacturing company with many shareholders. Stan is a shareholder of XYZ Company. As a part of its cash management function, XYZ Company invests in securities. Neither Stan nor any members of his immediate family are employed by XYZ Company. Stan does not beneficially own the securities held by XYZ Company.

 

  c)

Securities Held in Trust

Example 7: John is trustee of a trust created for his two minor children. When both of John’s children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of any securities owned by the trust.

Example 8: Jane placed securities held by her in a trust for the benefit of her church. Jane can revoke the trust during her lifetime. Jane is a beneficial owner of any securities owned by the trust.

Example 9: Jim is trustee of an irrevocable trust for his 21-year-old daughter (who does not share his home). The daughter is entitled to the income of the trust until she is 25 years old and is then entitled to the corpus. If the daughter dies before reaching 25, Jim is entitled to the corpus. Jim is a beneficial owner of any securities owned by the trust.

Example 10: Joan’s father (who does not share her home) placed securities in an irrevocable trust for Joan’s minor children. Neither Joan nor any member of her immediate family is the trustee of the trust. Joan is a beneficial owner of the securities owned by the trust. She may, however, be eligible for the blind trust exemption to the preclearance and reporting of the trust securities.

 

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APPENDIX 3: CODE-EXEMPT SECURITIES

Because they do not pose a likelihood for abuse, code-exempt securities are exempt from the Code’s preclearance requirements. However, confirmations of transactions in reportable brokerage accounts are required in all cases and some code-exempt securities must also be disclosed on your Quarterly Transactions, Initial, and Annual Holdings Reports.

 

1.

Code-Exempt Securities Not Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

 

   

Open-end mutual funds that are not considered a reportable mutual fund;

 

   

Reportable mutual funds (Access Persons only);

 

   

Reportable mutual fund shares purchased through an automatic investment plan (including reinvested dividends);

 

   

Money market mutual funds;

 

   

Bank Certificates of Deposit;

 

   

U.S. government Treasury and Government National Mortgage Association securities;

 

   

Commercial paper;

 

   

Bankers acceptances;

 

   

High quality short-term debt instruments, including repurchase agreements. A “high quality short-term debt instrument” means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized rating organization.

 

2.

Code-Exempt Securities Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

 

   

Reportable mutual fund shares purchased other than through an automatic investment plan (Portfolio and Investment Persons only)

 

   

Exchange Traded Products*, Closed-End Funds and Unit Investment Trusts

 

   

Securities which are acquired through an employer-sponsored automatic payroll deduction plan (only the acquisition of the security is exempt, NOT the sale)

 

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Securities other than open-end mutual funds purchased through dividend reinvestment programs (only the re-investment of dividends in the security is exempt, NOT the sale or other purchases)

 

   

Futures contracts on the following:

 

   

Large Cap Indices including, but not limited to Standard & Poor’s 500 or 100 Index, NASDAQ 100 Index, DOW 30 Industrials, FTSE All World Index, MSCI Indices (ACWI, EAFE, World), Russell 2000 and 3000, Wilshire 5000 . Futures contracts on non-Large Cap Indices and for other financial instruments are not code-exempt. Please contact Compliance to confirm that an index not listed is exempt from preclearance.

 

   

Commodity futures contracts for agricultural products (corn, soybeans, wheat, etc.) only. Futures contracts on precious metals or energy resources are not Code-exempt.

*ACI STA ETF transactions require preclearance by the Portfolio Persons who have been granted portfolio manager or trade order access in the order-trade system (See Restrictions on Personal Investing Section H). [Portfolio Persons only]

We may modify this list of securities at any time. Please contact Compliance to request the most current list..

 

Policy updated: April 1, 2021

 

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APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

Preclearance Requests are submitted in ComplianceAlpha (https://www.compliancealpha.com/auth/login). To submit a request:

 

  1.

From the ComplianceAlpha Dashboard, click on the “Submit Trade Request” link under Quick Links.

 

  2.

Click “Trade”, the select the appropriate template:

 

  a.

Preclearance Request (Access, Investment and Portfolio Person)

 

  b.

Municipal Bond Preclearance Request

 

  c.

Corporate Bond Preclearance Request

 

  d.

Convertible Corporate Bond Preclearance Request

 

  e.

Private Placement Preclearance Request

 

  3.

Once the preclearance process is complete, you will receive an email indicating if the request is approved or denied.

After you’ve entered a Preclearance Request on ComplianceAlpha, your equity transaction is subject to the following tests.

Step 1:    Restricted Security List

 

   

Is the security on any Restricted Security list?

If “YES”, the system will send a message to you DENYING the personal trade request.

If “NO”, then your request is subject to Step 2.

Step 2:    De Minimis Transaction Test (per security per day)

 

   

Is the security issuer’s market capitalization less than $1 billion and the value of the employee’s requests in the security equal to or less than $5,000 per day?

 

   

Is the security issuer’s market capitalization between $1billion and $7.5 billion and the value of the employee’s requests in the security equal to or less than $10,000 per day?

 

   

Is the security issuer’s market capitalization greater than $7.5 billion and the value of the employee’s requests in the security equal to or less than $25,000 per day?

If the answer to any of these questions is “NO”, then your request is subject to Step 3.

Step 3:    Client Trades Test

 

   

Have there been any transactions in the past 24 hours or is there an open order for that security for any Client?

 

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If “YES”, the system will send a message to you DENYING the personal trade request.

If “NO”, then your request is Approved. You will receive an email with the approval and trading window.

The preclearance request process can be changed at any time to ensure that the goals of this Code of Ethics are met.

 

Policy updated: April 1, 2021

 

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APPENDIX 5: ACCOUNT REPORTING INSTRUCTIONS

Reportable brokerage accounts

All employees are required to link their reportable accounts in ComplianceAlpha. ACI has contracted with frequently used brokers to obtain secure electronic trade confirmations and position files for your trading activity and holdings information, listed on Schedule C Approved Electronic Brokers (AEB). Using an AEB is the preferred method for linking your accounts to ComplianceAlpha. However, if you choose to use a broker that is not an AEB, you will be required to link your accounts through ComplianceAlpha’s Aggregation Feed. This process requires you to securely provide your log-in credentials so that ComplianceAlpha can obtain your trading and position information. Your log-in information will not be available to Compliance or ComplianceAlpha support staff. By linking your accounts to ComplianceAlpha, you are consenting for Compliance to obtain electronic trade confirmations and position information for your account.

The third option is to provide account information, trading history, and position information manually. This option is not available for most brokerage accounts and is only available for special circumstances, such as a spouse’s stock purchase plan, a trust account, or international brokers for which an Account Exemption must be requested (see Appendix 6: Requesting an exemption).

Follow these steps to link your accounts to ComplianceAlpha:

 

  1.

Log-in to ComplianceAlpha at https://www.compliancealpha.com/auth/login.

 

  2.

From the Employee Dashboard, click on “Connect your brokerage accounts”.

 

  3.

Use the Direct Feed tile to link Approved Electronic Brokers (listed on Schedule C of this policy).

 

  a.

Select your broker.

 

  b.

Provide your account details (Account Name, Account #s); Click “Next”

 

  c.

Provide Date Opened, Account Owner Type, and Investment Discretion.

 

  4.

Use the Aggregation Feed tile to link accounts for brokers that are not an AEB. Before using the Aggregation Feed, ensure that your account cannot be linked through the Direct Feed (step 3). The Aggregation Feed requires that you and your family member’s account log-in credentials are provided to link your account to ComplianceAlpha.

 

  a.

Click on your broker or click “Search Here” to find your broker.

 

  b.

Provide your broker account’s Username and Password. Your information is immediately encrypted and passed along to the broker feed provider to connect your account and pull back your holdings and transactions.

 

  5.

Use the Manual tile for accounts that cannot be linked through the Direct Feed or Aggregation Feed. Note, you may be required to move these accounts to a firm that can be accessed through a Direct Feed or Aggregation Feed unless you have a special circumstance to maintain the account through a manual feed. If you are required to move the account, it must be completed within 90 days of your hire date. See “Appendix 6: Requesting an exemption” to request an Account Exemption.

 

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Beneficially-owned ACI PFS Accounts (Portfolio and Investment Persons only)

You are required to report your beneficially-owned accounts in ACI open-end mutual funds held at ACI PFS. Use the Aggregation Feed tile to link ACI PFS accounts that are beneficially-owned. The Aggregation Feed requires that you and your family member’s account log-in credentials are provided to link your account to ComplianceAlpha.

 

  1.

Click on your broker or click “Search Here” to find your American Century Investments.

 

  2.

Provide your broker account’s Username and Password. Your information is immediately encrypted and passed along to the broker feed provider to connect your account and pull back your holdings and transactions. Compliance and ComplianceAlpha do not have access to the log-in credentials.

 

Policy updated: April 1, 2021

 

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APPENDIX 6: REQUESTING AN EXEMPTION

The Code of Ethics policy allows for limited exemptions. Exemption requests are submitted in ComplianceAlpha using the following process:

Trading Exemptions:

 

  1.

Log-in to ComplianceAlpha at https://www.compliancealpha.com/auth/login.

 

  2.

From the Employee Dashboard, click on the “Submit Trade Request” link under Quick Links or click on the Green Action Button and click “Create Request or Disclosure”.

 

  3.

Select “Trade” at “What type of request or disclosure would you like to set up?”

 

  4.

Select the type of exemption you are requesting (contact Compliance if you are uncertain of the correct form to use):

 

  a.

30-Day Denial Exemption for Sells (used when you have been denied on a sell request at least four times over a 30-day period)

 

  b.

PM Sell Exemption (used by Portfolio Persons when they have a special circumstance that requires selling a security, owned personally, which is also held in their assigned funds). Portfolio Persons may be required to go through a 30-day denial exemption before requesting a PM Sell Exemption.

 

  c.

Inheritance Exemption (used when trying to sell a portfolio of securities that were recently inherited).

 

  d.

Employee Stock Plan (used to sell a security that is held in a previous employee or beneficially owned stock purchase plan which has trading restrictions or to exercise employee stock options).

 

  e.

Financial Hardship Exemption (used when selling securities due to a financial hardship).

 

  5.

Complete the required fields on the request form and submit the form.

 

  6.

Compliance will review your request. If your request is approved, Compliance will assign a one-day trading window for you to complete your transaction. The trading window will typically be the day following the approval of the exemption. You will be notified by email.

Account Exemptions:

A Managed Account or Blind Trust account exemption may be requested for accounts for which you or your immediate family members do not have discretionary trading authority.

An Account Exemption Request may be requested to continue to hold an account which cannot be linked to ComplianceAlpha through the Direct Feed or Aggregation Link (i.e. Manual Accounts). A special circumstance must be in place for the Account Exemption to be approved.

 

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Exemption requests are submitted in ComplianceAlpha using the following process:

 

  1.

Log-in to ComplianceAlpha at https://www.compliancealpha.com/auth/login.

 

  2.

From the Employee Dashboard, click on the green action button.

 

  3.

Click “Create Request or Disclosure”.

 

  4.

Click on “Other”

 

  5.

Select the appropriate template (Managed/Trust Account or Account Exemption) and click continue.

 

  6.

Complete the requested information.

 

  7.

Attaching supporting documentation as required (i.e. Management Agreement or Discretionary Account Agreement).

 

  8.

Click Submit.

 

  9.

Compliance will review the request and determine if the exemption can be approved. You will be notified of the completion of the review through an email.

 

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SCHEDULE A: BOARD APPROVAL DATES

This Code of Ethics was most recently approved by the Board of Directors/Trustees of the following Companies as of the dates indicated:

 

Investment Advisor

  

Most Recent Approval Date

American Century Investment Management, Inc.

   January 1, 2018

 

Principal Underwriter

  

Most Recent Approval Date

American Century Investment Services, Inc.

   January 1, 2018

 

Fund Clients

  

Most Recent Approval Date

American Century Asset Allocation Portfolios, Inc.

   December 1, 2017

American Century California Tax-Free and Municipal Funds

   December 14, 2017

American Century Capital Portfolios, Inc.

   December 1, 2017

American Century ETF Trust

   December 20, 2017

American Century Government Income Trust

   December 14, 2017

American Century Growth Funds, Inc.

   December 1, 2017

American Century International Bond Funds

   December 14, 2017

American Century Investment Trust

   December 14, 2017

American Century Municipal Trust

   December 14, 2017

American Century Mutual Funds, Inc.

   December 1, 2017

American Century Quantitative Equity Funds, Inc.

   December 14, 2017

American Century Strategic Asset Allocations, Inc.

   December 1, 2017

American Century Target Maturities Trust

   December 14, 2017

American Century Variable Portfolios, Inc.

   December 1, 2017

American Century Variable Portfolios II, Inc.

   December 14, 2017

American Century World Mutual Funds, Inc.

   December 1, 2017

 

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SCHEDULE B: SUBADVISED FUNDS

(Last updated April 1, 2020)

The following funds are subject to the Code of Ethics, as well as any other funds for which American Century Investment Management, Inc. serves as an investment adviser. This list of affiliated funds will be updated on a regular basis.

 

ABN AMRO Funds: ABN AMRO Funds European Sustainable Equities Mandate 10

American Beacon Funds – American Beacon International Equity Fund

CIBC Global Equity Growth Pool

CIBC International Small Companies Fund

CIBC U.S. Equity Value Pool

Columbia Funds Variable Series Trust II: CTIVP-American Century Diversified Bond Fund

EQ Advisors Trust: EQ/American Century Mid Cap Value Portfolio

EQ Advisors Trust / American Century Moderate Growth Allocation Fund

FP Brunel Pension Partnership ACS – Global Small Cap Equities

GuideStone Funds: Defensive Market Strategies Fund

GuideStone Funds: Small Cap Equity Fund

GuideStone Funds: Value Equity Fund

Learning Quest 529 Education Savings Program

LGT Select Funds – LGT Select Equity Global

Lincoln Variable Insurance Products Trust – LVIP American Century Select Mid Cap Managed Volatility Fund

MassMutual Select Funds: MassMutual Select Mid-Cap Value Fund

MassMutual Select Funds: MassMutual Select Small Company Value Fund

Mercer Funds: Mercer Non-U.S. Core Equity Fund

Mercer Global Investments Canada Limited: Mercer International Equity Fund

MML Series Investment Fund: MML Mid Cap Value Fund

Nationwide Mutual Funds: Nationwide American Century Small Cap Income Fund

Nationwide Variable Insurance Trust: American Century NVIT Multi Cap Value Fund

NN(L): NN(L) US High Dividend

Nomura – ACI Advanced Medical Impact Investment Mother Fund

Nomura – ACI ESG Global REIT Mother Fund

Nomura – ACI ESG Global Small Cap Equity Mother Fund

Nomura – ACI Global REIT Mother Fund

Nomura Institutional Fund Select – American Century Global Growth Fund

Nomura U.S. Municipal General Obligation Bond Mother Fund

Nomura U.S. Value Strategy Mother Fund

Nomura Currency Fund – U.S. Growth Equity Fund

 

Policy updated: April 1, 2021

 

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Northwestern Mutual Series Fund, Inc.: Inflation Protection Portfolio

Northwestern Mutual Series Fund, Inc.: Large Company Value Portfolio

Northwestern Mutual Series Fund, Inc.: Mid Cap Value Portfolio

Pacific SelectFund: Value Portfolio

Penn Series Funds, Inc.: Mid Core Value Fund

PrivilEdge: American Century Emerging Markets Equity

Renaissance Private Pools – Renaissance Global Equity Private Pool

Renaissance U.S. Equity Income Fund

Schwab Capital Trust: Laudus International MarketMasters Fund

Seasons Series Trust: SA Multi-Managed Large Cap Value Portfolio

Stichting Blue Sky Active Equity Emerging Markets Global Fund: Blue Sky Active Equity Emerging Markets Global Fund

Voya Partners, Inc.: VY American Century Small-Mid Cap Value Portfolio

 

Policy updated: April 1, 2021

 

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SCHEDULE C: APPROVED ELECTRONIC BROKERS

(Last updated May 13, 2020)

The following brokers have entered into an agreement with ACI to provide trade confirmations electronically. Employees are prohibited from holding accounts at firms that do not provide electronic trade confirmations unless an account exemption has been given. Please send a message LG-personal_security_trades@americancentury.com to request an account exemption.

AllianceBernstein

American Century Brokerage (through Pershing)

American Century Personal Financial Solutions (through Pershing)

Ameriprise Financial

Charles Schwab - Investments

Chase - Investments

Citigroup Global Markets

Edward Jones

E*TRADE

Fidelity Investments

Goldman Sachs Wealth Management

GW & Wade Asset Management (through National Financial Services)

Interactive Brokers

JP Morgan Private Client

LPL Financial

MML Investors (through National Financial Services)

Merrill Lynch – MyMerrill Investments

Morgan Stanley - ClientServ

Northern Trust Securities

Northwestern Mutual (thru National Financial Services)

Raymond James

Royal Bank of Canada Wealth Management (RBC)

Stifel Nicholas

TD Ameritrade, Inc.

UBS

US Trust

Vanguard Investments

Wells Fargo Advisors

 

Policy updated: April 1, 2021

 

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Code of Ethics of FIAM, revised 2/23/2021

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Ethics Office    MyCompliance.fmr.com Exhibit (p)(38) 2021 Rules for Employee Investing CODE OF ETHICS FOR PERSONAL INVESTING Fund Access Version GLOBAL POLICY ON INSIDE INFORMATION RULES FOR BROKER-DEALER EMPLOYEES


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The Rules for Employee Investing are fairly compre- hensive. They cover most of the personal investing sit- uations a Fidelity employee is likely to experience. Yet it’s always possible you will encounter a situation that isn’t fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles: 1.    Know the policy. If you think your situation isn’t covered, check again. It never hurts to take a sec- ond look at the rules. Rules for Employee Investing These Rules for Employee Investing contain the Code of Ethics for Personal Investing and the Global Policy on Inside Information. The Fund Access Version of the Code of Ethics for Personal Investing contains rules about owning and trading securities for personal benefit. This version applies to officers, directors, and employees of Fidelity companies that are involved in the management and operations of Fidelity’s funds, or have access to non-public information about the funds, including investment advisors to the funds, the principal underwriter of the funds, and anyone designated by the Ethics Office. Keep in mind that if you change jobs within Fidelity, a different version of the Code of Ethics may apply to you. The Global Policy on Inside Information, which applies to every Fidelity employee, contains rules on inside information and how to prevent its unauthorized use or dissemination. 1    |Code of Ethics for Personal Investing 4 2.    Seek guidance. Asking questions is always appropriate. Talk with your manager or the Ethics Office if you’re not sure about the policy require- ments or how they apply to your situation. Additionally, resources are available at MyCompliance to assist you with your questions. 3.    Use sound judgment. Analyze the situation and weigh the options. Think about how your decision would look to an outsider. Understanding and follow- ing the Rules for Employee Investing is one of the most important ways we can ensure our customers’ inter- ests always come first. Rules for All Employees Subject to    4 This Code of Ethics What’s Required Acknowledging that you understand the rules Complying with securities laws Reporting violations to the Ethics Office Disclosing securities accounts and holdings in covered securities Moving covered accounts to Fidelity Moving holdings in Fidelity funds to Fidelity Disclosing transactions of covered securities Disclosing gifts and transfers of ownership of covered securities Getting approval before engaging in private securities transactions Clearing trades in advance (pre-clearance) Surrendering 60-day gains (60-Day Rule) What’s Prohibited Trading restricted securities Selling short Participating in an IPO Participating in an investment club Investing in a hedge fund Excessive trading Buying securities of certain broker-dealers Trading after a research note Profiting from knowledge of fund transactions Influencing a fund to benefit yourself or others Attempting to defraud a client or fund Using a derivative to get around a rule Key Concepts Additional Rules for Traders,    12 Research Analysts, and Portfolio Managers All rules listed above plus the rules in this section What’s Required Notification of your ownership of covered securities in a research note Disclosing trading opportunities to the funds before personally trading What’s Prohibited Trading within seven days of a fund you manage CONTACT INFORMATION Ethics Office Phone (001) 617-563-5566 (001) 800-580-8780 Fax (001) 617-385-0939 Email ethics.office@fmr.com Mail zone WG3D Web Pre-Clearance Web Internal preclear.fmr.com External preclear.fidelity.com Phone (001) 617-563-6109 (001) 800-771-2707 To call the phone numbers from outside the United States or Canada, dial “001” before the number MyCompliance.fmr.com CODE OF ETHICS — FUND ACCESS VERSION 2


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Other policies you should be aware of There are other policies that you need to be familiar with, including: Professional Conduct Policies, Global Policy on Conflicts of Interest, and other Fidelity-wide policies (available at Policy.fmr.com) Equal Employment Opportunity, Prohibiting Discrimination & Harassment Corporate Policy (available at Policy.fmr.com) Electronic Communications, Social Media & Systems Usage Policy (available at Policy.fmr.com) Information security practices (available at InfoSecurity.fmr.com) Anti-Money Laundering Policies and Procedures (available at MyCompliance.fmr.com) Corporate Policy on Business Entertainment and Workplace Gifts (available at MyCompliance.fmr.com) Global Policy on Outside Business Activities (available at MyCompliance.fmr.com) Global Anti-Corruption Policy and applicable Supplements to the Global Anti-Corruption Policy (available at MyCompliance.fmr.com) 2    |Global Policy on Inside Information 15 Scope Policy Requirements Call your MNPI Designated Contact if you think you may have become aware of inside information Refrain from sharing inside information with anyone else Refrain from trading or transferring any security of the issuer to which the inside information relates Comply with any information barriers to which you are made subject Rules for Broker-Dealer    19 Personal Securities Accounts Accounts of adult children Placing trades and trade adjustments through approved Fidelity channels Prohibited Activities Do not misuse trading information Do not make certain transactions Do not trade in an account you do not own Do not view or access an account you do not own Do not act as a broker or make trade adjustments for your accounts    Do not falsify records Do not use fictitious or nominee accounts or engage in prearranged trades CODE OF ETHICS — FUND ACCESS VERSION 3


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1 Code of Ethics for Personal Investing Fund Access Version Following the rules— in letter and in spirit This Fund Access Version of the Code of Ethics contains rules about owning and trading securities for personal benefit. Certain rules, which are noted, apply both to you and to anyone else who is a covered person (see Key Concepts on page 14). You have a fiduciary duty to never place your personal interests ahead of the interests of Fidelity’s clients, including shareholders of the Fidelity funds. This means never taking unfair advantage of your relationship to the funds or Fidelity in attempting to benefit yourself or another party. It also means avoiding any actual or potential conflicts of interest with the funds or Fidelity when managing your personal investments. Because no set of rules can anticipate every possible situation, it is essential that you follow these rules not just in letter, but in spirit as well. Any activity that compromises Fidelity’s integrity, even if it does not expressly violate a rule, has the potential to harm Fidelity’s reputation and may result in scrutiny or further action from the Ethics Office. WHAT’S REQUIRED Acknowledging that you understand the rules When you begin working for Fidelity, and again each year, you are required to: acknowledge that you understand and will comply with all rules that apply to you authorize Fidelity to have access to all your covered accounts (see Key Concepts on page 14) and to obtain and review account and transaction data (including duplicate copies of non-Fidelity account statements) for compliance or employment- related purposes acknowledge that you will comply with any new or existing rules that become applicable to you in the future To Do Promptly take action on any emails or alerts that you receive from the Ethics Office requiring you to acknowledge the Code of Ethics. All employees need to acknowledge within 10 days of receipt. CODE OF ETHICS — FUND ACCESS VERSION 4


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Complying with securities laws In addition to complying with these rules and other company-wide policies, you need to comply with U.S. securities laws and any other securities laws to which you are subject. Reporting violations to the Ethics Office If you become aware that you or someone else has violated any of these rules, you need to promptly report the violation. To Do Call the Ethics Office Service Line at (001) 617-563-5566 or (001) 800-580-8780. Call the Chairman’s Line at (001) 800-242-4762 if you would prefer to speak on a non-recorded line. Disclosing securities accounts and holdings in covered securities You must disclose all securities accounts — those that hold covered securities (see Key Concepts on page 14) and those that do not. You must also dis- close all covered securities held in your covered accounts and those not held in an account. This rule covers not only securities accounts and hold- ings under your own name or control, but also those under the name or control (including trading discretion or investment control) of your covered persons (see Key Concepts on page 14). It includes securities accounts held at Fidelity as well as those held at other financial institutions. Information regarding these holdings must not be more than 45 days old when you submit it. To Do Employees newly subject to this rule Within 10 days of hire or of being notified by the Ethics Office that this version of the Code of Ethics applies to you, submit an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) showing all your securities accounts and holdings in covered securities not held in an account. Submit the most recent statement for each securities account listed to the Ethics Office if not held at Fidelity. If you do not have any securities accounts or applicable holdings, check the appropriate box in the online form confirming that you have nothing to disclose. Current employees Each year, you will receive an Annual Accounts and Holdings Disclosure. You will be required to confirm that all information previously disclosed is accurate and complete. As soon as any new securities account is opened, or a preexisting securities account becomes asso- ciated with you (such as through marriage or inheritance), complete an account disclosure (available at MyCompliance.fmr.com) with the new information and submit it promptly to the Ethics Office. On your next Quarterly Trade Verification, confirm that the list of disclosed securities accounts in the appropriate section of the report is accurate and complete. CODE OF ETHICS — FUND ACCESS VERSION 5


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Automatic investment plan A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) covered accounts accord- ing to a set schedule and allocation. Moving covered accounts to Fidelity You and your covered persons need to maintain all covered accounts (see Key Concepts on page 14) at Fidelity Brokerage Services LLC (FBS). Exceptions With prior written approval from the Ethics Office, you and your covered persons can maintain a covered account at a broker-dealer other than FBS if any of the exceptions below apply. Note that approval must be obtained prior to opening any new covered account out- side FBS: it contains only securities that cannot be transferred it exists solely for investment products or investment services that FBS does not provide — Note: Approval will not be granted for requests based on ancillary account features or promotional offers it exists solely because your covered person’s employer also prohibits external covered accounts it is a discretionary managed account (see Key Concepts on page 14) it is associated with an ESOP (employee stock option plan) in which a covered person is a participant through his or her current employer, or was from a previous employer, and for which the employee has options that have not yet vested it is associated with an ESPP (employee stock pur- chase plan) in which a covered person is a participant through his or her current employer it is required by a direct purchase plan, a dividend reinvestment plan, or an automatic investment plan with a public company (collectively, “automatic investment plans”) in which regularly scheduled purchases are made or planned on a monthly basis it is required by a trust agreement it is associated with an estate of which you or any of your covered persons are the executor and involvement with the account is temporary transferring the account would be inconsistent with other applicable rules To Do Transfer assets to an FBS account. Close all external covered accounts except for those that you have received written permission to maintain. Note that you must disclose all covered accounts which were still open as of your date of hire, even if those accounts are in the process of being closed or transferred to an FBS account. For permission to maintain an external covered account, submit a completed Exception Request Form (available at MyCompliance.fmr.com) to the Ethics Office. Follow the specific instructions for each type of account and provide a current statement for each account. Comply with any Ethics Office request for duplicate reporting, such as account statements and transaction reports. Moving holdings in Fidelity funds to Fidelity You and your covered persons need to maintain hold- ings in shares of Fidelity funds in a Fidelity account. Exceptions — No Approval Required You and your covered persons can continue to maintain a preexisting interest in either of the following: –    a Fidelity money market fund –    a variable annuity or life insurance product whose underlying assets are held in Fidelity-advised funds Exceptions — Approval Required With prior written approval from the Ethics Office, you or your covered persons can maintain holdings in Fidelity funds in an account outside Fidelity if any of the following apply: the holdings are in a defined benefit or contribution plan, such as a 401(k), that is administered by a company at which a covered person is currently employed the holdings are in a retirement plan and transferring them would result in a tax penalty the holdings are in a discretionary managed account (see Key Concepts on page 14) maintaining the holdings in the external account is required by a trust agreement the holdings are associated with an estate of which you or any of your covered persons is the executor, and involvement with the account is temporary you can show that transferring the holdings would create a significant hardship To Do Transfer shares of Fidelity funds to a Fidelity account except for those that you have received written permission to maintain. For permission to maintain shares of Fidelity funds in an account at another financial institu- tion, submit a completed Exception Request Form (available at MyCompliance.fmr.com). Attach a current statement for each account you list on the form. Forward the form and statement(s) to the Ethics Office. CODE OF ETHICS — FUND ACCESS VERSION 6


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Disclosing transactions of covered securities You need to disclose transactions of covered securities made by you and your covered persons. For accounts held at FBS that you have disclosed, the Ethics Office will receive transaction reports automatically. For approved covered accounts held outside FBS, comply with any Ethics Office requests for duplicate reporting. For any other transactions in covered securities (for example, if you or any of your covered persons purchases interests in a Fidelity-advised investment product in a non-brokerage account outside Fidelity), you need to disclose this transaction information to the Ethics Office. Exception You do not have to report transactions in a covered account if the transactions are being made through an approved discretionary managed account or under an automatic investment plan (see Key Concepts on page 14) and the details of the account or plan have been provided to the Ethics Office. To Do For transactions in covered securities not made through a covered account, submit a completed Securities Transaction Report (available at MyCompliance.fmr.com) to the Ethics Office within 30 days following the end of the quarter in which the transaction was completed. When requested each quarter, promptly confirm or update your transaction history in covered securities on the Quarterly Trade Verification. Provide the details of any automatic investment plan to the Ethics Office. Disclosing gifts and transfers of ownership of covered securities You need to notify the Ethics Office of any covered securities that you or your covered persons give, donate, or transfer to another party, or that you or your covered persons receive from another party. This includes, among other things, inheritances of covered securities and donations of covered securities to charities. To Do Complete a Securities Transaction Report (available at MyCompliance.fmr.com) within 30 days follow- ing the end of the quarter during which the gift or transfer was made. When requested each quarter, promptly confirm or update your history of giving, donating, trans- ferring, or receiving covered securities on the Quarterly Trade Verification. Exception You do not have to submit a Securities Transaction Report for any gifts, donations, or transfers of covered securities if being made to a Fidelity Charitable Giving Account. The Ethics Office will arrange to get reporting from Fidelity Charitable and will update the Quarterly Trade Verification. Getting approval before engaging in private securities transactions You and your covered persons need prior written approval from the Ethics Office for each and every intended investment in a private placement or other private securities transaction in covered securities, including non-public limited entities (e.g., limited part- nerships, LLCs, S Corporations, or other legal entities). This includes any add-on, any subsequent investment, or any investment whose terms materially differ from any previous approval you may have received. To Do Before engaging in any private securities transaction, submit a Private Security Request (available at MyCompliance.fmr.com). Report the final transaction within 30 days following the end of the quarter in which it was completed using a Securities Transaction Report (available at MyCompliance.fmr.com). When requested each quarter, promptly confirm or update your transaction history in private securities transactions on the Quarterly Trade Verification. Confirm your holdings on your Annual Accounts and Holdings Disclosure. For private securities transactions offered by a Fidelity company, the Ethics Office will typically preapprove such investments for employees who are offered an opportunity to invest. In such cases, you will receive notification that the offering has been preapproved by the Ethics Office. Prohibited transaction You and your covered persons are prohibited from selling and/or offering your privately held shares into an IPO. CODE OF ETHICS — FUND ACCESS VERSION 7


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Delegating pre-clearance responsibilities In very limited circumstances, you may, with the prior written approval of the Ethics Office, designate someone to obtain pre- clearance approvals for you. In such a case, the agent is responsible for obtaining the correct approvals, and you are responsible for maintain- ing reasonable supervision over that person’s activities related to pre-clearance. Clearing trades in advance (pre-clearance) You and your covered persons must obtain pre- clearance approval before placing any orders to buy, sell, or tender a covered security (see “How to Pre- Clear a Trade” in the sidebar). The purpose of this rule is to reduce the possibility of conflicts between personal trades in covered securities and trades made by the funds. When you apply for pre-clearance, you are not just asking for approval, you are giving your word that you and your covered persons: do not have any inside information on the security you want to trade (see Global Policy on Inside Information on page 15) are not using knowledge of actual or potential fund trades to benefit yourself or others believe the trade is available to the general investor on the same terms will provide any relevant information requested by the Ethics Office Generally, requests will not be approved if it is deter- mined that your transaction may take advantage of trading by the funds or create an actual or perceived conflict of interest with fund trades. Note: If a non-covered person has authority to trade on one of your covered account(s), the non-covered person is also expected to pre-clear trades for that covered account. The rules of pre-clearance It is important to understand the following rules before requesting pre-clearance for a trade: You have to request — and receive — pre-clearance approval during the market session in which you intend to trade and prior to placing the trade. Pre-clearance approval is only good during the market session for which you receive it. If you do not trade during the market session for which you were granted approval, it expires. Place day orders only (orders that automatically expire at the end of the trading session). Good- til-cancelled orders (such as orders that stay open indefinitely until a security reaches a specified market price) are not permitted. Check the status of all orders at the end of the market session and cancel any orders that have not been executed. If any covered person leaves an order open and it is executed the next day (or later), it will generate a violation that will be assigned to you. Trade only during the regular market hours, or the after-hours trading session, of the exchange(s) where the security in question is traded. Place requests for pre-clearance after the market has been open for a while, as pre-clearance is not available right at market opening. To find out when pre-clearance for a given market typically becomes available, visit preclear.fmr.com (internal) or preclear.fidelity.com (external). Unless an exception listed below applies or the Ethics Office has instructed you otherwise, these pre-clearance rules apply to all your covered accounts — including Fidelity accounts and any outside covered accounts that belong to you or any of your covered persons. Exceptions You do not need to pre-clear trades or transactions in certain covered securities. These include: shares of Fidelity funds exchange-traded funds (ETFs) options and futures that are based on an index (e.g., S&P 100 and S&P 500) or that are based on one or more instruments that are not covered securities (e.g. commodities, currencies, and U.S. Treasuries; see Key Concepts on page 14 for an expanded list of non-covered securities) securities being transferred as a gift or a donation automatic dividend reinvestments subscription rights currency warrants the regular exercise of an employee stock option (note that any resulting sale of the underlying stock at current market prices must be pre-cleared) With the prior written approval of the Ethics Office, there are a few situations where you may be permitted to trade without pre-clearing. These situations are: trades in a discretionary managed account (see Key Concepts on page 14) trades made through an automatic investment plan, the details of which have been disclosed to the Ethics Office in advance when you can show that a repeated rejection of your pre-clearance request is causing a significant hardship To Do Before placing any trade in a covered security, pre-clear it using the Fidelity Global Pre-Clearance System, available at preclear.fmr.com (internal) and preclear.fidelity.com (external). Immediately cancel any good-til-cancelled orders in your covered accounts. CODE OF ETHICS — FUND ACCESS VERSION 8


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Option transactions under the 60-Day Rule Option    transactions    can be matched either to a prior purchase of the under- lying security or to prior option transactions in the opposite direction. When matching an option transaction to prior purchases of the underlying security, opening an option position by selling a call or buying a put is treated as a sale and will be matched to any purchases of the underlying security made during the preceding 60 days. When matching an option transaction to prior option transactions, a closing posi- tion is matched to any like opening positions taken dur- ing the preceding 60 days. When exercising an option, the initial purchase or sale of an option, not the exercise or assignment of the option, is matched to any opposite transactions made during the preceding 60 days. The sale of the underlying securities received from the exercise of an option will also be matched to any opposite transactions made during the period. There is no exception to the 60-Day Rule for the selling of securities upon the automatic exercise of an option that is in the money at its expiration date. To avoid surrender- ing 60-day gains that would result from an automatic liq- uidation, you need to cancel the automatic liquidation before it happens. Surrendering 60-day gains (60-Day Rule) Any sale of covered securities in a covered account will be matched against any purchases of that security, or its equivalent, in the same account during the previ- ous 60 days (starting with the earliest purchase in the 60-day period). Any gain resulting from any matched transactions must be surrendered. For specific informa- tion about how certain option transactions are treated under this rule, see the sidebar and the examples below. In addition, the premium received from the opening of an option position in which the expiration of that contract will occur within the next 60 days must be surrendered (e.g., selling a call to open or selling a put to open that expires within 60 days). Gains are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule. Exceptions This rule does not apply: to transactions in shares of Fidelity funds to transactions in options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P MidCap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225 to transactions in options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 14 for an expanded list of non-covered securities) to transactions made in a discretionary managed account (see Key Concepts on page 14) that has been approved by the Ethics Office to transactions under an automatic investment plan, and the details of the plan have been provided to the Ethics Office to tax-planning transactions, provided that there is a demonstration of how the proposed transaction relates to the covered person’s tax strategy; this exception is not automatic, is granted on a case-by-case basis, and requires advanced review and written approval of the Ethics Office when the rule would impose a substantial unforeseen personal financial hardship on the employee; this excep- tion is not automatic, is granted on a case-by-case basis, and requires advanced review and written approval of the Ethics Office (note that an employee seeking relief must establish a bona fide financial hardship, such as unforeseen medical expenses, and should be prepared to demonstrate, among other things, that he or she possesses no other assets to meet the financial need) To Do Before trading a covered security in a covered account that might trigger the 60-Day Rule, make sure you understand how much may have to be surrendered. The calculation may be complicated, especially if options or multiple prior purchases are involved. If you have any questions about this pro- vision, call the Ethics Office at (001) 617-563-5566 or (001) 800-580-8780. To request permission for a tax-planning or hard- ship exception, you must contact the Ethics Office before trading. Allow at least two business days for your request to be considered. Approvals will be based on fund trading and other pre-clearance tests. You are limited to a total of five exceptions per calendar year across all your covered accounts. EXAMPLES Additional examples are available on MyCompliance in the 60-Day Rule Job Aid. Example 1 The March 25 sale is matched to the February 2 purchase (not the January 20 purchase, which was more than 60 days prior). Surrendered: $500 ($5 x 100 shares) Example 2 The March 25 call option sale is matched to the February 2 purchase of the underlying security (the call’s execution price and expiration date are immaterial). Surrendered: $500 (the premium for selling the option) Example 3 The March 25 call option purchase is a closing transaction and is matched to the February 2 sale (since that opening transaction was                made within 60 23Sep21 days). urrendered: $200 (difference between premium received and premium paid)


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Selling short Selling a security that is on loan to you from a broker- dealer (rather than owned by you) at the time you sell it. Option transactions You are not permitted to use the same underlying shares of a security to cover two different option transactions (e.g., if you own 100 shares of a stock, you can sell 1 covered call or buy 1 protec- tive put using those shares to cover your short position, but you cannot execute both option transactions using the same underlying shares). WHAT’S PROHIBITED Trading restricted securities Neither you nor your covered persons may trade a security that Fidelity has restricted. If you have been notified not to trade a particular security, neither you nor your covered persons may trade that security until you are notified that the restriction has been removed. Selling short The short position in a particular covered security may not exceed the number of shares of that security held in the same account. This prohibition includes the following actions: selling securities short, buying puts to open, selling calls to open, as well as writing straddles, collars, and spreads. Exceptions Options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P MidCap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225 Options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 14 for an expanded list of non-covered securities) Participating in an IPO Neither you nor your covered persons are allowed to participate in an initial public offering (IPO) of securi- ties where no public market in a similar security of the issuer previously existed. This rule applies to equity securities, corporate debt securities, and free stock offers through the Internet. Exceptions With prior written approval from the Ethics Office, you or your covered persons may participate if: you or your covered persons have been offered shares because you already own equity in the company you or your covered persons have been offered shares because you are a policyholder or depositor of a mutual company that is reorganizing into a stock company you or your covered persons have been offered shares because of employment with the company you or your covered persons want to participate in an IPO of a closed-end fund To Do For written approval to participate in an IPO that may qualify as an exception, submit to the Ethics Office a completed IPO Exception Approval Form (available at MyCompliance.fmr.com). Do not participate in any IPO without prior written approval from the Ethics Office. Participating in an investment club Neither you nor your covered persons may participate in an investment club or similar entity. Investing in a hedge fund Neither you nor your covered persons may invest in a hedge fund, alternative investment, or similar invest- ment product or vehicle. Exceptions Investment products or vehicles issued or advised by Fidelity. A hedge fund, alternative investment, or similar investment product or vehicle that you or your covered persons bought before joining Fidelity. The prior written approval of your manager and the Ethics Office is required to qualify for this exception. Note that even if your request is approved, neither you nor your covered persons can make any further investments in the product. To Do To request an exception, submit a Private Security Request Form (available at MyCompliance.fmr.com) to the Ethics Office. Excessive trading Excessive trading in covered accounts is strongly discouraged. In general, anyone trading covered securities more than 60 times (other than Fidelity funds) in a quarter across all his or her covered accounts should expect additional scrutiny of his or her trades. Note that you and your covered persons also need to comply with the policies in any Fidelity fund prospectus concerning excessive trading. The Ethics Office monitors trading activity and may limit the number of trades allowed in your covered accounts during a given period. Exception Trades in a discretionary managed account (see Key Concepts on page 14) that has been approved by the Ethics Office. Trades made through an automatic, regular invest- ment program that has been disclosed to the Ethics Office in advance. CODE OF ETHICS — FUND ACCESS VERSION 10


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Buying securities of certain broker-dealers Neither you nor your covered persons are allowed to buy the securities of a broker-dealer or its parent com- pany if the Ethics Office has restricted those securities. Trading after a research note Neither you nor your covered persons are allowed to trade a covered security of an issuer until two full business days have elapsed (not including the day the note was published) since the publication of a research note on that issuer by any Fidelity entity. Profiting from knowledge of fund transactions You may not use your knowledge of transactions in funds or other accounts advised by any Fidelity entity to profit by the market effect of these transactions. Influencing a fund to benefit yourself or others The funds and accounts advised by Fidelity are required to act in the best interests of their share- holders and clients, respectively. Accordingly, you are prohibited from influencing any of these funds or accounts to act for the benefit of any party other than their shareholders or clients. For example, you may not influence a fund to buy, sell, or refrain from trading a security that would affect that security’s price to advance your own interests or the interests of a party that has or seeks to have a business relationship with Fidelity. Attempting to defraud a client or fund Attempting to defraud a fund or an account advised by any Fidelity entity in any way is a violation of Fidelity’s rules and securities law. Using a derivative to get around a rule If something is prohibited by these rules, then it is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives. HOW WE ENFORCE THE CODE OF ETHICS The Ethics Office regularly reviews the forms and reports it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of the Code of Ethics, the Ethics Office will investigate the matter and may contact you. If it is determined that you or any of your covered persons has violated the Code of Ethics, the Ethics Office or another appropri- ate party may take action. Among other things, subject to applicable law, potential actions may include: an informational memorandum a written warning a fine, a deduction from wages, disgorgement of profit, or other payment a limitation or ban on personal trading referral of the matter to Human Resources dismissal from employment referral of the matter to civil or criminal authorities disclosure of the matter to a regulator as required by law or regulation Fidelity takes all Code of Ethics violations seriously, and, at least once a year, provides the funds’ trustees with a summary of actions taken in response to mate- rial violations of the Code of Ethics. You should be aware that other securities laws and regulations not addressed by the Code of Ethics may also apply to you, depending on your role at Fidelity. The Chief Ethics Officer or designee retains the discre- tion to interpret and grant exceptions to the Code of Ethics and to decide how the rules apply to any given situation for the purpose of protecting the funds and being consistent with the general principles and objec-tives of the Code of Ethics. Exceptions In cases where exceptions to the Code of Ethics are noted and you may qualify for them, you need to get prior written approval from the Ethics Office. The way to request any particular exception is discussed in the text of the relevant rule. If you believe that you have a situation that warrants an exception that is not discussed in the Code of Ethics, you may submit a written request to the Ethics Office. Your request will be considered by the Ethics Office, and you will be notified of the outcome. Appeals If you believe a request of yours has been incorrectly denied or that an action is not warranted, you may appeal the decision. To make an appeal, you need to provide the Ethics Office with a written explanation of your reasons for appeal within 30 days of when you were informed of the deci- sion. Be sure to include any extenuating circumstances or other factors not previ- ously considered. During the review process, you may, at your own expense, engage an attorney to represent you. The Ethics Office may arrange for senior management or other parties to be part of the review process. The Ethics Office will notify you in writing about the outcome of your appeal. CODE OF ETHICS — FUND ACCESS VERSION 11


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Additional Rules for Traders, Research Analysts, and Portfolio Managers Employees trading for the funds (traders), employees making investment recommendations for the funds (research analysts), and employees who manage a fund or a portion of a fund’s assets (portfolio managers) WHAT’S REQUIRED Notification of your ownership of covered securities in a research note You must check the box on a research note you are publishing to indicate any ownership, either by you or your covered persons, of any covered security of an issuer (see Key Concepts on page 14) that is the subject of the research note. Disclosing trading opportunities to the funds before personally trading There are three aspects to this rule: Disclosing information received from an issuer Any time you receive, directly from an issuer, material information about that issuer (that is not considered inside information), you must check to see if that information has been disclosed to the funds in a research note. If not, you must communicate that information to the funds before you or any of your covered persons personally trade any securities of that issuer. To Do Confirm whether a Fidelity research note has been published with the relevant information. If not, publish a research note or provide the information to the relevant head of research. If you are a trader, disclose the information to the analyst covering the issuer. If you think you may have received inside infor- mation, follow the rules in the Global Policy on Inside Information (see page 15). Disclosing information about an issuer that is assigned to you If you are a research analyst, you must dis-close in a research note material information you have about an issuer that is assigned to you before you or any    of your covered persons personally trade a security of that issuer. Exception You or any of your covered persons may be permitted to trade the assigned security in a covered account without publishing a research note if you have obtained the prior approval of both the relevant head of research and the Ethics Office. To Do Publish a research note with the relevant infor- mation, and indicate any ownership interest in the issuer that you or your covered persons may have before personally trading a security you are assigned to cover. Note: You will not be able to obtain pre-clearance approval for your personal trade until two full business days have elapsed (not including the day the note was published) following the publication of your research note. To request an exception to this rule, first contact the relevant head of research and seek approval. Then contact the Ethics Office for approval. Do not personally trade the security until you have received full approval. Recommending trading opportunities In addition, you must recommend for the funds, and, if you are a portfolio manager, trade for the funds, a suitable security before personally trading that security. CODE OF ETHICS — FUND ACCESS VERSION 12


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WHAT’S PROHIBITED Trading within seven days of a fund you manage Neither you nor your covered persons are allowed to trade within seven calendar days (not including the day of the trade) before or after a trade is executed in any covered security of the same issuer (see Key Concepts on page 14) by any of the funds you manage. Exceptions When the rule would work to the disadvantage of a fund You must never let a personal trade prevent a fund you manage from subsequently trading a covered security of the same issuer, if not making the trade would disadvantage the fund. However, you need approval from the Ethics Office before making any trades under this exception. The Ethics Office will need to know, among other things, what new information arose since the date of the trade in your covered account. When the conflicting fund trade results from stand- ing orders A personal trade may precede a fund trade in a covered security of the same issuer when the fund’s trade was generated independently by the trading desk because of a standing instruction to trade proportionally across the fund’s holdings in response to fund cash flows. When the conflicting fund trade is the result of a proportional slice A personal trade may precede a fund trade in a covered security of the same issuer when the fund’s trade was conducted as part of the execution of a proportional slice across the fund for cash management or re-balancing purposes. When the covered account is independently managed This exception applies only to discretionary man- aged accounts (See Key Concepts on page 14) that have received Ethics Office approval. When the conflicting personal trade or fund trade is in options or futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P MidCap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225 When the conflicting personal trade or fund trade is in options, futures, or ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 14 for an expanded list of non-covered securities). To Do Before trading personally, consider whether there is any likelihood that you may be interested in trad- ing a covered security of the same issuer in your assigned funds within seven calendar days following the day of the fund trade. If so, refrain from per- sonally trading in a covered account. If a fund you manage has recently traded a security, you must delay any covered account trades in any covered security of the same issuer for seven calendar days following the day of the most recent fund trade. Contact the Ethics Office immediately to discuss any situation where these rules would work to the disadvantage of the funds. Legal Information The Code of Ethics for Personal Investing constitutes the code of ethics required by Rule 17j-1 under the Investment Company Act of 1940 and by Rule 204A-1 under the Investment Advisers Act of 1940 for the Fidelity funds, investment advisers or principal underwriters, and any other entity designated by the Ethics Office. CODE OF ETHICS — FUND ACCESS VERSION 13


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KEY CONCEPTS These definitions encompass broad categories, and the examples given are not all inclusive. If you have any questions regarding these definitions or application of these rules to a person, security, or account that is not addressed in this section, you can contact the Ethics Office for additional guidance. Covered person Fidelity is concerned not only that you observe the requirements of the Code of Ethics, but also that those in whose affairs you are actively involved observe the Code of Ethics. This means that the Code of Ethics can apply to persons owning assets over which you have control or influence or in which you have an opportunity to directly or indirectly profit or share in any profit derived from a securities transaction. This includes: you your spouse or domestic partner who shares your household any other immediate family member who shares your household and (a) is under 18 or (b) is supported financially by you or who financially supports you anyone else the Ethics Office has designated as a covered person This is not an exclusive list, and a covered person may include, for example, immediate family members who live with you but whom you do not financially support, or whom you financially support or who financially support you but who do not live with you. If you have any doubt as to whether a person would be considered a “covered person” under the Code of Ethics, contact the Ethics Office. Immediate family member Your spouse or domestic partner who shares your household, and anyone who is related to you in any of the following ways, whether by blood, adoption, or marriage: children, stepchildren, and grandchildren parents, stepparents, and grandparents siblings parents-, children-, and siblings-in-law Covered account The term “covered account” encompasses a fairly wide range of accounts. Important factors to consider are: your actual or potential investment control over an account, including whether you have trading authority, power of attorney, or investment control over an account US-COEFA-2021 Specifically, a covered account is a brokerage account or any other type of account that holds, or is capable of holding, a covered security, and that belongs to, or is controlled by (including trading discretion or investment control), any of the following: a covered person any corporation or similar entity where a covered person is a controlling shareholder or participates in investment decisions by the entity any trust of which you or any of your covered persons: –    participates in making investment decisions for the trust –    is a trustee of the trust –    is a settlor who can independently revoke the trust and participate in making investment decisions for the trust Exception With prior written approval from the Ethics Office, a covered account may qualify for an exception from these rules where: it is the account of a nonprofit organization and a covered person is a member of a board or committee responsible for the investments of the organization, provided that the covered person does not participate in investment decisions with respect to covered securities it is an educational institution’s account that is used in connection with an investment course that is part of an MBA or other educational program, and a covered person participates in investment decisions with respect to the account Fidelity fund The terms “fund” and “Fidelity fund” mean any investment company or pool of assets that is advised or subadvised by any Fidelity entity. Issuer An entity, including its wholly owned bank branch, foreign office, or term note program that offers securities or other financial instruments to investors. Discretionary Managed Account A covered account may be eligible for certain exceptions, as specified in the Code of Ethics, with prior written approval of the Ethics Office validating that the covered account is managed by a third-party investment advisor who has discretionary trading authority over that covered account. To qualify for this exception, the third-party investment advisor must exercise all trading discretion over the covered account and will not accept any order to buy or sell specific securities from the employee or any other covered person. An approved discretionary managed account will still be subject to the Code of Ethics and all provisions in the Code of Ethics unless otherwise stated in a specific exception. Covered security This definition applies to all persons subject to this version of the Code of Ethics. Covered securities include securities in which a covered person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such securities, and encompasses most types of securities, including, but not limited to: shares of Fidelity mutual funds (except money market funds), including shares of Fidelity funds in a 529 plan shares of another company’s mutual fund if it is advised by Fidelity (check the prospectus to see if this is the case) interests in a variable annuity or life insurance product in which any of the underlying assets are held in funds advised by Fidelity, such as Fidelity VIP Funds (check the prospectus to see if this is the case) interests in Fidelity’s deferred compensation plan reflecting hypothetical investments in Fidelity funds interests in Fidelity’s deferred bonus plan (ECI) reflecting hypothetical investments in Fidelity funds shares of stock (of both public and private companies) ownership units in a private company or partnership corporate and municipal bonds bonds convertible into stock options on securities (including options on stocks and stock indexes) security futures (futures on covered securities) shares of exchange-traded funds (ETFs) shares of closed-end funds Exceptions The following are not considered covered securities (please note that securities accounts holding non-covered securities still require disclosure): shares of money market funds (including Fidelity money market funds) shares of non-Fidelity open-end mutual funds (including shares of funds in non-Fidelity 529 plans) shares, debentures, or other securities issued by FMR LLC to you as compensation or a benefit associated with your employment U.S. Treasury securities obligations of U.S. government agencies with remaining maturities of one year or less money market instruments, such as certificates of deposit, banker’s acceptances, and commercial paper currencies commodities (such as agricultural products or metals), and options and futures on commodities that are traded on a commodities exchange


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Enterprise Compliance MyCompliance.fmr.com Global Policy on Inside Information Fidelity expects its associates to act with integrity and maintain high ethical standards. This includes complying with applicable securities laws. Many of these laws prohibit the misuse of inside information, also known as Material, Non-Public Information (MNPI). These laws prohibit trading a security while in possession of inside information, and they impose severe penalties for doing so, including fines, prison sentences, and being barred from employment in the securities industry. Understanding and following the Global Policy on Inside Information helps ensure that your actions comply with these laws and meet Fidelity’s expectations. MNPI Designated Contacts Ethics Office (001) 617-563-5566 (001) 800-580-8780 Asset Management (001) 617-563-3630 India 8-691-7373 +91-80-6691-7373 Chairman’s Line (001) 800-242-4762 Purpose You may become aware of inside information in the course of performing your work at Fidelity or outside of the workplace. This policy explains what you should do if you think you may have become aware of inside information. Importantly, this policy prohibits you from trading a security if you have become aware of inside information about that security or the issuer of that security. Scope This policy applies to all regular full-time, regular part-time, and temporary employees of Fidelity Investments, regardless of job location, citizenship, or country of residence (collectively referred to as “associates”). Other business unit, regional, or supplemental policies may also apply (a list of other relevant policies is provided on page 4). offers or sells securities, such as corporations, mutual funds, and domestic and foreign governments. Please note that the terms “security” and “issuer” are defined broadly and may include instruments and entities not specifically mentioned here. What is material information? Information is generally considered to be material if it is likely that a reasonable investor would consider the information important in making an investment decision. Information may also be material if it is reasonable to expect that the price of a security would change if the information were made public (this is known as Price Sensitive Information, or PSI, in some jurisdictions). Examples include company earnings, financing activities, product launches or discontinuations, bankruptcy, mergers, tender offers, prospective acquisitions or spin-offs, key management changes, major litigation, and potential Overview If you believe you may have become aware of inside information, you must (1) call your MNPI Designated Contact; (2) refrain from sharing the information with anyone else; (3) refrain from trading any security of the issuer to which the information relates; and (4) comply with any information barriers Fidelity may establish. What is Inside Information? Inside information is any information about a security, or an issuer of a security, that is both material and non-public. A security includes, but is not limited to, a financing or investment instrument, such as stocks (common or preferred), mutual funds, bonds, notes, options, and warrants. An issuer is an entity that or actual damages or fines against an issuer. What is non-public information? Information is non-public if it is not generally available to the public in a widely used medium, such as a press release or public regulatory filing. Also, some jurisdictions have specific rules about when non- public information becomes public. As you can see, the terms security, issuer, material, and non-public are broadly defined and may vary from jurisdiction to jurisdiction. For these reasons, if you have any doubt about whether an instrument or entity is a security or issuer, or about whether certain information is material or non-public, you should call your MNPI Designated Contact for guidance. Global Policy on Inside Information Page 1 of 4


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Remember – your MNPI Designated Contact is here to help you with these issues! How    You MayEncounterInside Information There are a number of ways you may encounter inside information, either at work or outside of Fidelity. For example: Clients and Colleagues You may learn inside information from a conversation with a client in the course of providing business support, such as handling a trade request. You may be exposed to inside information about a mutual fund that may have an impact on the fund’s net asset value in the future, such as non- public information about a fund’s decision to reconsider the value of certain assets in its portfolio. Brokers and Company Employees Brokers may share inside information when contacting you about securities offerings. You may receive inside information when meeting with employees of public companies, such as CEOs, CFOs, or Investor Relations representatives. Consultants and Other Vendors In the course of providing consulting services to Fidelity, a third-party consultant may reveal inside information to you (knowingly or unknowingly), such as non-public information about another of the consultant’s public company clients. You may be negotiating a vendor contract, and inside information might be shared with you in the contract or the negotiations. Outside the Workplace You may hear inside information from personal sources, such as a spouse, significant other, family member or friend who works at a company that issues publicly-traded securities. You may overhear conversations that reveal inside information in elevators, restaurants, public transportation or from speaker and mobile phones, or you may encounter written information that has been left out in public, such as on a copy machine or train seat. Associates participating in an outside business activity may encounter inside information while serving on a corporate board or from serving as a consultant or advisor to an outside business. Please note that these are only examples, and you may receive inside information from other sources or in other circumstances. What You Should Do If You Believe You May Have Received Inside Information Contact Your MNPI Designated Contact While this policy requires you to understand what inside information could be, and be aware of the circumstances in which you may receive it, you should never make any decisions about inside information on your own – for example, whether information you have received is material or non- public, or what steps you should take as a result. Instead, if you think you may have received inside information, you must call your MNPI Designated Contact (telephone numbers are provided on pages 1 and 4). While it may seem contrary to normal protocol, it is important that you not share the information with anyone else, including your manager. By not sharing the information, you are protecting not only yourself and the information, but also other associates and Fidelity. When you talk to your MNPI Designated Contact, reveal the details of the information as your contact asks for them, and follow the instructions you receive. Your contact will then determine whether the information requires an information barrier (which are described below) and inform you of that decision. The possession of inside information is not in itself unlawful or an indication of wrongdoing. However, our goal as a firm is to limit the distribution of inside information only to those associates who have a business need to know and are subject to an information barrier. By assisting us in limiting the distribution of such information, you can best protect the information and yourself, and reduce the number of people who are subject to additional compliance protocols and restrictions. Comply with Information Barriers After you contact your MNPI Designated Contact, he or she will determine whether an information barrier is required. Information barriers are established as a way of helping the firm and its associates control inside information and avoid improper communication and potential compliance violations. If you are made Global Policy on Inside Information Page 2 of 4


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subject to an information barrier, the Ethics Office will contact you, provide you with a document explaining the terms of the barrier, and require you to acknowledge and agree to abide by those terms. Information barriers are established by identifying individual associates and groups of people who have received inside information. The information is then protected by employing a combination of information handling, storage protocols, and physical or technical barriers around the associates and the information they possess. Information barriers are monitored to detect possible gaps, including reviews of communications (such as emails), enhanced physical access and access designations, and additions of associates to the information barrier. Surveillance is conducted of associates’ personal trading to detect potential misuse of inside information. Do Not Trade in the Security or the Issuer If you have received inside information, you are prohibited from trading any security of the issuer to which the information relates. This is known as “insider trading” or “insider dealing,” which is a serious violation of law. You may not buy, sell, transfer, gift, loan or pledge these securities, even if you have a reason to trade that is independent of the inside information. You also may not modify, suspend, or cancel an automatic investment plan of the security or the issuer of the security or make any recommendations to anyone to deal in the security in any way. These prohibitions apply: Not only to your covered accounts, but also to any account you manage, including accounts at Fidelity; Regardless of whether you receive any financial or other benefit from the account or the trade; and Regardless of whether your trade is in a different direction than the inside information may indicate (e.g., a sale where the inside information indicates you should buy). Remember that shares of mutual funds are also securities subject to these restrictions. You may not trade or transfer shares of mutual funds, whether advised by Fidelity or not, if you believe that you may have become aware of inside information about the mutual fund. Protect Inside Information It is critical that you keep inside information to yourself. You should refrain from discussing inside information in public, including elevators, restaurants, public transportation, on speaker and mobile phones, or on social media (such as Twitter, LinkedIn, or Facebook). You should also store any documents containing or reflecting the inside information in a secure place in accordance with the document- handling procedures of Fidelity’s Global Policy on Information Protection (“SP2I”) Policy. Do Not “Tip” or Improperly Disclose Inside Information The prohibition on communicating with others about inside information extends to recommending investments or expressing opinions to anyone, or soliciting orders from Fidelity clients, on the basis of inside information. This is known as “tipping” or “tipping off,” which is a serious violation of law. You may become liable for any transactions by anyone to whom you have improperly disclosed inside information, or to whom they have made investment recommendations or expressed opinions on the basis of that information. Reporting Potential Violations You should report known or suspected violations of this policy to your MNPI Designated Contact or call the Chairman’s Line at 800-242-4762 to speak anonymously on an unrecorded line. Global Policy on Inside Information Page 3 of 4


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MNPI Designated Contacts Asset Management associates: Asset Management MNPI Hotline (001) 617-563-3630 India associates: FBS India Ethics Office 8-691-7373 +91-80-6691-7373 All other associates: Ethics Office (001) 617-563-5566 (001) 800-580-8780 Business Unit, Regional or Supplemental Policies on Inside Information Personal Investing – Corporate Issues: Insider Trading Fidelity    Capital Markets–EquityOrigination Information Barriers Fidelity Institutional Online Reference – Inside Information Contacts and Web Resources    Other Related Policies General Policy Issues or Violations Ethics Office 800-580-8780 617-563-5566 ethics.office@fmr.com politicallaw@fmr.com Chairman’s Line 800-242-4762 Compliance and Regulatory Issues Your MNPI Designated Contact (See above) Corporate Global Anti-Corruption Policy Corporate Policy on Business Entertainment and Workplace Gifts Global Policy on Personal Conflicts of Interest Global Policy on Outside Business Activities Global Policy on Information Protection Global Policy on Inside Information Page 4 of 4


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Rules for Broker-Dealer Employees These Rules for Broker-Dealer Employees (these Rules) supplement the Code of Ethics for Personal Investing (the Code of Ethics). They apply to employees who are registered or associated with Fidelity Broker-Dealers. These Rules concern personal securities transactions as well as other types of activities and conduct. The purpose of these Rules is to facilitate compliance with securities laws, industry regulations, and Fidelity policies, and to safeguard against actual or apparent conflicts of interest. Your broker-dealer or business unit may have additional requirements that are more restrictive than these Rules. If you are subject to a supplemental policy, you must comply with its requirements as well as with those described in these Rules. Immediate family member Your spouse or domestic partner, and anyone who is related to you in any of the following ways, whether by blood, adoption, or marriage: Children, stepchildren, and grandchildren Parents, stepparents, and grandparents Siblings Parents-, children-, and siblings-in-law PERSONAL SECURITIES ACCOUNTS These Rules cover all types of securities accounts, including but not limited to your brokerage accounts. As a Fidelity employee, you are required to maintain all your “covered accounts” at Fidelity Brokerage Services LLC (FBS), unless you have been granted an exception from the Ethics Office to maintain an exter- nal covered account. Covered accounts are defined by the Code of Ethics, and include “immediate family members.” Refer to the Code of Ethics for further information on this requirement and the exceptions to this rule. Accounts of adult children You may need to report securities accounts of adult children if they share your household or if they are financially dependent on you. Contact the Ethics Office to determine if accounts of your adult children need to be reported. Placing trades and trade adjustments through approved Fidelity channels Unless you have obtained prior written approval from your manager, supervisory principal (if applicable), and the Ethics Office, you must make all securities trades or requests for trade-related adjustments using one of the following approved trading channels: n Fidelity.com n Fidelity Automated Service Telephone (FAST®): 800-544-5555 n The Employee Trading Line: 800-343-2428 n Retirement Brokerage Services for BrokerageLink® (self-directed brokerage) accounts: 800-890-4015 n A Fidelity Private Client Group® team authorized for this purpose Note: The manager or designated supervisory princi- pal is responsible for reviewing the trading activity of covered accounts associated with any employee sub- ject to these Rules. RULES FOR BROKER-DEALER EMPLOYEES 19


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PROHIBITED ACTIVITIES Do not misuse trading information Do not take advantage of information that has been obtained by reason of, or in the course of, your employment. Examples of misuse include: n Trading ahead of (“front running”), in tandem with, or immediately after (“tailgating”) orders of customers or other employees. n Transactions based on information acquired from Fidelity systems or databases, including trading. This prohibition includes transactions in personal accounts and passing information to others. Do not make certain transactions n Do not place a trade, tip anyone, influence a trade, or recommend a trade in a security when you are aware of inside information. You must comply with the Fidelity Global Policy on Inside Information at all times. n Do not engage in transactions that may involve, or could appear to involve, a conflict of interest between you and any customer accounts. n Do not participate in an initial public offering (IPO) for you or an immediate family member. Do not trade in an account you do not own You may not exercise discretion in an account for which you are not the registered owner. n Exception— Approved Trading or Trustee Authority You may be eligible for an exception to this rule for limited and full trading authority as well as trustee authority on an FBS Account if the account owner is an immediate family member. Under exceptional circumstances, trustee authority may be granted over non–immediate family member accounts. A power of attorney over an immediate family member’s account will be granted only under special circumstances (such as evidence of incapacitation). If an exception is approved, the account will become subject to these Rules, the Code of Ethics and additional trading restrictions. Acting as custodian of a related child’s UGMA or UTMA account or 529 Plan does not require approval and is not restricted under this rule. n For further information please refer to the FAQs Do not view or access an account you do not own You may not view or otherwise access an account of another employee or any other customer, including your immediate family members, without a valid business reason in connection with your job or other appro- priate authority, such as trading or trustee authority approved by the Ethics Office. However, an immediate family member may grant you “inquiry access” through account update features available on Fidelity.com. Do not act as a broker or make trade adjustments for your accounts You may not: n Enter trade adjustments, or adjust commissions, on any account owned or controlled by you or an immediate family member n Perform the transfer or journaling of securities or funds between any of your accounts and any other account RELATED POLICIES AND PROCEDURES Other Fidelity policies and guidelines governing employee conduct also apply, and may require pre-clearance by the Ethics Office before an employee takes any action. For example, Fidelity’s Corporate Policy on Business Entertainment and Workplace Gifts (BEWG) requires broker-dealer employees to pre-clear all gifts to business partners, and all gifts and business entertainment to government officials, public sector employees, labor unions and union employees. Fidelity’s Corporate Policy on Political Contributions and Activity requires all Fidelity employees to pre-clear all political contributions and fundraising activities to federal, state or local candidates or office holders. Other Fidelity policies may also require pre-clearance. Employees should be familiar with these policies, including the following located on the Policy Portal: Code of Ethics for Personal Investing Global Policy on Outside Business Activities Corporate Policy on Business Entertainment and Workplace Gifts Global Anti-Corruption Policy Global Policy on Personal Conflicts of Interest Professional Conduct and Reporting of Criminal Matters and Other Events Policy Global Policy on Inside Information Information Protection Policy (SP2I/CS-601) Electronic Communications, Social Media and Systems Usage Policy Political Contributions and Activity Policy Corporate Policy on Personal Political Contributions and Activities RULES FOR BROKER-DEALER EMPLOYEES 20


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Web Resources Web: MyCompliance.fmr.com Contacts Contact the Ethics Office if you are unsure about the requirements in these Rules or how they apply to you. Ethics Office Phone: 800-580-8780 Email: ethics.office@fmr.com Mail Zone: WG3D Registration and Licensing Phone: 800-237-8132 Email: registration.licensing@fmr.com Mail Zone: WG3D n Perform maintenance (such as address changes or dividend instructions) on any account owned or controlled by you or an immediate family member. As with all Fidelity customers, employees and their immediate family members are able to perform rou- tine maintenance on their own accounts by using Fidelity.com or by submitting the appropriate Fidelity form through normal customer processing channels Do not falsify records Employees are prohibited from altering or intention- ally falsifying internal or external systems records and original documents related to Fidelity and its custom- ers, and from submitting any fraudulent information to Fidelity. This includes, but is not limited to: n Forging customer signatures or altering any custom- er document, including applications or LOIs (letters of instruction) n Falsifying account or trading records    n Submitting inaccurate expense reports n Backdating documents or records Obtain assistance through one of the approved channels if you believe any of the above activities need to be performed (see “Placing trades and trade adjustments through approved Fidelity channels”), or by visiting your local Investor Center. Do not perform the activity yourself. n Intentionally omitting important facts or including inaccurate or misleading information Do not use fictitious or nominee accounts or engage in pre-arranged trades You may not establish or maintain any account under a false name or in the name of any party who is not the real owner of the account. In addition, you may not engage in any pre-arranged, washed, or matched trades for any of your accounts. Do not share profits or losses with others You may not share in the profits or losses of any cus- tomer account. Do not serve as a Trusted Contact Person You are not permitted to be named as a Trusted Contact Person for any securities account you or your immediate family member(s) do not own. Do not borrow money from or lend money to a customer You may not borrow money from, or lend money to any Fidelity customer. Certain limited exceptions may apply. Please contact your business unit’s Compliance Officer for any additional information. Do not circulate rumors You may not knowingly spread false rumors or engage in collusive activity to affect the market price or financial condition of an issuer. PRIVATE SECURITIES TRANSACTIONS You must obtain written approval for each and every intended investment in a private placement or other private securities transaction in covered securities, including non-public limited entities (e.g., limited part- nerships, LLCs, S Corporations, or other legal entities). This includes any add-on, any subsequent investment, or any investment whose terms materially differ from any previous approval you may have received. For further information, please refer to the FAQs. Prohibited transaction Please note that you are prohibited from selling and/or offering your privately held shares into an Initial Public Offering. EMPLOYEE DISCLOSURE AND REGISTRATION Disclosure obligations Fidelity’s broker-dealers are required to report certain conduct by their employees to FINRA, whether or not the employees are registered. In order for Fidelity to comply with its regulatory obligations, all employees must report certain activities to their managers using the online New Broker- Dealer Employee Disclosure Event form found at MyCompliance.fmr.com. This information must be reported as soon as possible, but no later than five (5) business days after the occurrence. If these activities RULES FOR BROKER-DEALER EMPLOYEES 21


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are not reported in a timely manner, the employee could be subject to sanctions. Disclosures provided by registered employees will be updated on their Form U4 as required, and therefore it is important that all information listed on the registered employee’s Form U4 is accurate and complete. This includes administrative information such as full legal name (including middle name), home address (cannot be a P.O. box number) and outside business activities. Registered employees must also update answers to any disclosure questions involving customer complaints, criminal disclosures, regulatory disciplinary actions, civil judicial actions, terminations, or financial judgments. Registration requirements You cannot perform a registered function if you are not registered. Your registration profile is available at MyCompliance.fmr.com If you change positions from one Fidelity broker-dealer to another and your new position requires registration, you must complete and sign a Request for Broker- Dealer Registration found at MyCompliance.fmr.com. You may not function in a registered capacity with your new Fidelity broker-dealer until the Registration and Licensing Group provides written notification to you and your supervisory principal that your registration has been transferred. If your job changes or your job responsibilities change and you require additional registrations or are no longer required or permitted to be registered, you must work with your supervisory principal or business unit Compliance Officer to complete the appropriate registration request form. Contact the Registration and Licensing Group (800-237-8132) if you have any questions regarding your disclosure obligations or registrations. Employee Compliance Questionnaires All broker-dealer employees must promptly complete an online Employee Compliance Questionnaire (ECQ) as instructed when it becomes available on your To-Do List at    MyCompliance.fmr.com.    The ECQ lists prior disclosures, which may include covered accounts, outside business activities, political activities, business entertainment and workplace gifts, and reportable disclosure events. It also includes questions concerning compliance with various other policies referenced in these Rules. You must carefully complete this form and submit any comments or updates needed to make your information complete and accurate. Continuing education All registered employees must complete all required continuing education, including regulatory element training and firm element training. Annual compliance meeting All registered employees must participate in a meeting where compliance matters that are relevant to regis- tered employees are discussed. HOW WE ENFORCE THESE RULES Violation of any company policy, and any other form of misconduct, may lead to disciplinary or corrective action up to and including dismissal. USFUND-2021 RULES FOR BROKER-DEALER EMPLOYEES 22


Code of Ethics of GQG Partners, revised 3/22/2021

Exhibit (p)(41)

Appendix B – Code of Ethics

 

I.

PROFESSIONAL STANDARDS

Employees, officers and directors (excluding independent directors) are deemed to be GQG “Supervised Persons”, as well as any other person determined by the Chief Compliance Officer (“CCO”) in the CCO’s sole discretion, and thus are subject to the policies and procedures contained within this Code of Ethics. Supervised Persons may include temporary employees, contract workers, consultants or other third-parties. Supervised Persons must act in an ethical and professional manner. GQG has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures relating to personal trading by Supervised Persons.

 

A.

All Supervised Persons must at all times reflect the professional standards expected of persons in the investment advisory business. These standards require all Supervised Persons to be judicious, accurate, objective and reasonable in dealing with both clients and other parties.

 

B.

All Supervised Persons must act within the spirit and the letter of the federal, state and local laws and regulations pertaining to investment advisers and the general conduct of business.

 

C.

At all times, the interests of GQG’s Clients are paramount, and all Supervised Persons will place the interests of GQG’s Clients ahead of any personal interests or the Firm’s, except as may otherwise be approved or disclosed to Clients. Accordingly, personal transactions in securities by Supervised Persons must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of GQG’s Clients. Likewise, Supervised Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with GQG at the expense of Clients, or that otherwise bring into question the person’s independence or judgment.

 

D.

GQG has adopted Insider Trader Policies, which set parameters for the establishment, maintenance and enforcement of policies and procedures to detect and prevent the misuse of material non-public information by Supervised Persons. The Insider Trading Policies are a part of this Code of Ethics.

 

E.

GQG has adopted Personal Trading Policies which set parameters for the establishment, maintenance and enforcement of policies and procedures to detect and prevent Supervised Persons from taking advantage of, or even appearing to take advantage of, their fiduciary relationship with our Clients. The Personal Trading Policies are a part of this Code of Ethics.

 

F.

GQG has adopted an FCPA Policy to ensure compliance by Supervised Persons with the Foreign Corrupt Practices Act (the “FCPA”), and maintenance of the highest level of professional and ethical standards in the conduct of the Firm’s business affairs. The FCPA policy is an additional document that employees must review and acknowledge.

 

G.

Supervised Persons will not accept compensation for services from outside sources without the specific permission of GQG’s CCO.

 

H.

Supervised Persons will not accept any gift or entertainment from any party that provides or that seeks to provide securities or commodities brokerage or counterparty services to GQG. For the avoidance of doubt, services where such broker or counterparty provide execution capabilities, transaction facilitation or investment research to GQG, such services shall not be considered a gift or entertainment.

 

I.

When any Supervised Persons face a conflict between their personal interest and the interests of Clients, they will report the conflict to GQG’s CCO for instruction regarding how to proceed.


J.

The recommendations and actions of GQG are confidential and private matters. Accordingly, it is GQG’s policy to prohibit, prior to general public release, the transmission, distribution or communication of any information regarding securities transactions of Client accounts to third parties, except when the Firm has a legitimate business purpose for doing so, and the recipients are subject to a duty of confidentiality. Further, the Firm will only make such disclosures if, in GQG’s opinion, it is in the best interest of the Firm’s Clients.

In addition, no information obtained during the course of employment regarding particular securities (including internal reports and recommendations) may be transmitted, distributed, or communicated to anyone who is not affiliated with GQG, without the prior written approval of the CCO.

 

K.

The policies and guidelines set forth in this Code of Ethics must be strictly adhered to by all Supervised Persons. Severe disciplinary actions, including dismissal, may be imposed for violations of this Code of Ethics.

 

II.

INSIDER TRADING & MATERIAL NON-PUBLIC INFORMATION

 

A.

Overview and Purpose

The purpose of the policies and procedures in this Section II (the “Insider Trading Policies”) is to detect and prevent “insider trading” by any person associated with GQG. The term “insider trading” is not defined in the securities laws, but generally refers to the use of material, non-public information (“MNPI”) to trade in securities or the communication of MNPI information to others.

 

B.

General Policy

 

  1.

Prohibited Activities

All Supervised Persons are prohibited from the following activities:

 

  (a)

trading or recommending trading in securities for any account (personal or Client) while in possession of MNPI about the issuer of the securities; or

 

  (b)

communicating MNPI about the issuer of any securities to any other person. The activities described above are not only violations of these Insider Trading Policies, but also may be violations of applicable law.

 

  2.

Identification of Material, Non-Public Information

GQG will conduct monitoring or periodic testing in an effort to identify any MNPI in which the firm becomes aware. Monitoring includes written electronic communications surveillance and may include targeted reviews of candidates seeking a role who may provide writing samples.

 

  3.

Reporting of MNPI

Any Supervised Person who possesses or believes that she/he may possess material, non-public information about any issuer of securities must:

 

  (a)

report the matter immediately to the CCO or designee who will review the matter and provide further instructions regarding appropriate handling of the information to the reporting individual;

 

  (b)

refrain from trading the securities of or derivatives related to any company about which the reporting individual may possess Material Nonpublic Information,

 

  (c)

refrain from discussing any potentially MNPI with anyone, including colleagues, except as directed by the CCO or General Counsel; and

 

  (d)

refrain from conducting research, trading, or other investment activities regarding a security for which the Supervised Person may have MNPI until the CCO dictates an appropriate course of action.


C.

Material Information, Non-Public Information, Insider Trading and Insiders

 

  1.

Material Information. “Material information” generally includes:

 

  (a)

any information that a reasonable investor would likely consider important in making an investment decision; or

 

  (b)

any information that is reasonably certain to have a substantial effect on the price of a company’s securities. Examples of material information include the following: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments.

 

  2.

Non-Public Information. Information is “non-public” until it has been effectively communicated to the market and the market has had time to “absorb” the information. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

 

  3.

Insider Trading. While the law concerning “insider trading” is not static and varies from country to country, in the United States, it generally prohibits: (1) trading by an insider while in possession of MNPI; (2) trading by non-insiders while in possession of MNPI, where the information was either disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; and (3) communicating MNPI to others. In other countries, insider trading laws may prohibit any trading on MNPI, no matter how obtained. GQG may be subject to those other laws in the normal course of its business, so it is best not to trade when in possession of MNPI, unless the CCO explicitly permits the activity.

 

  4.

Insiders. The concept of “insider” is broad, and includes all employees of a company. In addition, any person may be a temporary insider if she/he enters into a special, confidential relationship with a company in the conduct of a company’s affairs and as a result has access to information solely for the company’s purposes. Any person associated with GQG may become a temporary insider for a company it advises or for which it performs other services. Temporary insiders may also include the following: a company’s attorneys, accountants, consultants, bank lending officers and the employees of such organizations.

 

D.

Penalties for Insider Trading

The legal consequences for trading on or communicating material, non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties may include: civil injunctions, jail sentences, revocation of applicable securities-related registrations and licenses, fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and fines for the employee or other controlling person of up to the greater of US$1,000,000 or three times the amount of the profit gained or loss avoided. In addition, GQG’s management will impose serious sanctions on any person who violates the Insider Trading Policies. These sanctions may include suspension or dismissal of the person or persons involved.

 

E.

Trading Restricted List

Based on the facts and circumstances, the CCO, generally in consultation with General Counsel, may determine that knowing a company’s potential inside information requires the Firm to restrict trading activity in securities issued by the company for a period of time. The company name will be placed on the restricted list and the trade order management platform to prevent trading in the name. The name will be removed from the list at such time that MNPI is announced by the company, otherwise in the public domain or sufficient time has passed (e.g., after a subsequent earnings announcement that does not mention the MNPI).


III.

GENERAL PERSONAL TRADING POLICIES

 

A.

GENERAL PRINCIPLES

The pre-clearance procedures, trading restrictions and reporting requirements in this Section III (the “Personal Trading Policies”) have been approved by the management of GQG. Securities transactions by Supervised Persons in covered accounts, as each of these terms is defined below, must be conducted in accordance with the Personal Trading Policies. In the conduct of any and all personal securities transactions, all Supervised Persons must act in accordance with the following general principles:

 

  (a)

the interests of Clients must be placed before personal interests at all times;

 

  (b)

no Supervised Person may take inappropriate advantage of his or her position; and

 

  (c)

the Personal Trading Policies shall be followed in such a manner as to avoid any actual or potential conflict of interest or any abuse of a Supervised Person’s position of trust and responsibility.

 

B.

DEFINITIONS

 

  1.

SUPERVISED PERSONS All directors (excluding the independent director), officers and employees of GQG, including part-time employees, are “Supervised Persons” under the Personal Trading Policies.

 

  2.

COVERED ACCOUNTS A “covered account” under the Personal Trading Policies is any account which has the ability to purchase or sell covered securities as outlined in this policy in which a Supervised Person:

 

  (a)

has a direct or indirect interest, including, without limitation, an account of an immediate family member living in the same household; or

 

  (b)

has direct or indirect control over purchase or sale of securities.

 

  3.

ADDITIONAL DEFINITIONS

 

  (a)

Initial Public Offering” (“IPO”) means any security which is being offered for the first time on a recognized stock exchange and in the United States particularly means an offering of securities registered under the Securities Act of 1933 the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

  (b)

“Part-time employees” means employees employed on a permanent basis, but obligated to work less than a full (i.e., forty-hour) work week.

 

  (c)

“Covered Security” includes stock, closed-end mutual funds, exchange traded funds (“ETFs”), GQG advised or sub-advised funds, notes, bonds, debentures and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants.


C.

RESTRICTIONS ON TRADING

Supervised Persons are prohibited from purchasing securities except as set forth below. Generally, supervised persons are not permitted to purchase publicly traded equity or fixed income securities or related derivatives. Any sale of securities in a covered account (for instance, securities acquired before the individual became a Supervised Person or before the account became a covered account or securities acquired through a gift or an inheritance) must be pre-cleared by Compliance.

 

  1.

Permitted Transactions Required to be Pre-cleared

 

  (a)

Any transaction involving any GQG advised or sub-advised fund (e.g., a mutual fund, private fund, Australian or Canadian publicly offered fund, SICAV, UCIT, etc.). GQG advised and sub-advised funds are considered Covered Securities under Section D below.

 

  (b)

Any transaction in an exchange traded fund (“ETFs”) shall be considered a Covered Security under section D below. Only broad-based ETFs are permitted. “Broad-based” means an index or average that provides a substantial representation of a broad segment of the market such as an index fund AND has at least fifty (50) holdings.    

 

  (c)

Any transaction in a privately offered, privately traded or privately held investment, including private funds shall be considered Covered Securities under section D below.

 

  (d)

Any transaction in a stock or fixed income security acquired prior to being identified as a Supervised Person or inherited or gifted to a Supervised Person. For the avoidance of doubt, purchasing a stock or fixed income security, excluding US Treasuries and GNMAs, is not permitted.

 

  (e)

Variable annuities issued by insurance company separate accounts if such separate account is linked to a fund that is advised or sub-advised by GQG, which shall be considered Covered Securities under section D below.

 

  (f)

Any transaction in cryptocurrency (e.g., digital or virtual currency such as Bitcoin) must be pre-cleared. Such currencies acquired must be held for one (1) year from date of acquisition.

Any security or product in section C1. Above is subject to the pre clearance requirements of the Code of Ethics.

 

  2.

Transactions Not Required to be Pre-cleared

All transactions involving the securities below are not subject to any of the Restrictions on Trading and do not require pre-clearance or reporting for either purchases or sales.

 

  (a)

Open-end mutual funds (not closed-end mutual funds) and unit investment trusts that are not advised or sub-advised by GQG.

 

  (b)

Variable annuities issued by insurance company separate accounts linked to the annuity where any such separate account is not advised or sub-advised by GQG.

 

  (c)

Australian or Canadian publicly offered funds that are not advised or sub-advised by GQG.

 

  (d)

UCITS funds that are not advised or sub-advised by GQG.

 

  (e)

United States government securities (i.e., U.S. Treasury bonds and GNMAs).

 

  (f)

Money market instruments (e.g., bankers’ acceptances, Certificates of Deposit, and repurchase agreements).


  3.

Delegated Discretion Accounts

Pre-clearance is not required on trades in a covered account over which a Supervised Person has no discretion (except for acquisition of any security in an initial public offering or in a limited offering) if:

 

  (a)

the Supervised Person provides to the CCO or designee a copy of the written contract pursuant to which investment discretion for the account has been delegated in writing to a fiduciary;

 

  (b)

the Supervised Person certifies in writing that she/he has not and will not discuss potential investment decisions with the independent fiduciary; and

 

  (c)

the Supervised Person ensures that duplicate broker-dealer account statements are provided to GQG Compliance.

 

  4.

Exemptions

Because no written policy can provide for every possible contingency, the CCO may consider granting an exemption from the Restrictions on Trading on a case-by-case basis considering the facts and circumstances presented. Any request for such consideration must be submitted by the Supervised Person in writing to the CCO. An exemption will be granted only in those cases in which the CCO determines that granting the request will create no conflict of interest or where the conflict of interest is deemed immaterial. For example, an exemption may be provided for reason of financial hardship where a divestment of company stock that GQG may be trading is determined to be immaterial to the overall trading volume of the security and the divestment reasonably has no impact on the security price. Each exemption to the Restrictions on Trading will be documented and approved by the CCO. Documentation will include the reason the exemption was granted, including a discussion on conflicts.

 

  5.

Supervised Person’s GQG Accounts

To foster an alignment of Supervised Persons’ financial interest with that of Clients, this Code’s restrictions on trading do not apply to:

 

  (i)

a covered account managed by GQG, to the extent that such account is managed identically to a corresponding unconstrained strategy that GQG offers or manages for other Clients (a “Supervised Person GQG Account”) or

 

  (ii)

the purchase of interests in any unregistered pooled investment vehicle for which GQG serves as investment adviser (the purchase of which, if part of a limited offering, is specifically approved for all Supervised Persons in accordance with Advisers Act Rule 204A-1(c), as presenting no potential conflicts of interest). Additionally, to prevent an incentive to favor a Supervised Person GQG Account over Client accounts, transactions for Supervised Person GQG Accounts are placed in accordance with the same trade aggregation and allocation procedures that apply to all other Client accounts.

 

D.

PRE-CLEARANCE PROCEDURES.

Every proposed sale of securities by Supervised Persons in covered accounts and acquisition of any (i) exchange traded fund, (ii) any mutual fund, unit investment trust, UCITS fund or Australian fund that is advised or sub-advised by GQG or (iii) any security in an initial public offering or in a limited offering (excluding exceptions set forth in Sub-Sections C(1), (2) and (4) above) (each such security, a “Covered Security”) must be pre-cleared in accordance with the pre-clearance procedures set forth below:

 

  (a)

The Supervised Person completes and submits a pre-clearance request via BasisCode or, in the event BasisCode is not available, then via s written request to the CCO or designee.


  (b)

The CCO or designee reviews and approves or rejects the request, communicating the decision to the Supervised Person.

 

  (c)

The date the approval or denial is made is recorded in BasisCode or in the written form.

 

  (d)

The Supervised Person must complete any approved trade within two (2) business days of the approval date reflected on the Pre-Clearance Request Form.

 

E.

BLACKOUT PERIODS.

Supervised Persons may not trade in a covered security on any day that a Client account or fund advised or sub-advised by GQG has a pending buy or sell order in the same covered security. In addition, a Supervised Person may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a GQG advised or sub-advised fund or client account transaction in that security.

The blackout period will not apply to purchases or sales which are part of an automatic dividend reinvestment plan or purchases effected upon the exercise of rights issued by an issuer pro-rata to all holders of a class of its securities and sales of such rights acquired from the issuer.

 

F.

REPORTING REQUIREMENTS

 

  1.

Initial Account and Annual Holdings Reports

 

  i.

Within ten (10) business days of being identified and notified as a Supervised Person, each Supervised Person must provide a list of brokerage accounts and securities owned by the Supervised Person, the Supervised Person’s immediate family members living in the same household, or any other person or entity in which the Supervised Person may have a beneficial interest or derive a direct or indirect benefit.

 

  ii.

Each Supervised Person must submit annually thereafter a holdings report setting forth the above-specified information, which must be current as of a date no more than forty-five (45) days before the report is submitted. The Supervised Person will disclose the accounts via BasisCode or if Compliance Science is unavailable then via the form set forth in Appendix I to this Code.

 

  2.

Immediate Trade Confirmations for Unbrokered Trades

If no broker is involved in a trade by a Supervised Person, the Supervised Person shall provide a transaction report within ten (10) calendar days of the trade. Such report must include the following information:

 

  (i)

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

 

  (ii)

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

 

  (iii)

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

 

  (iv)

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

 

  (v)

The date the Supervised Person submits the report.


  3.

Quarterly Transaction Reports

Each Supervised Person must report to the CCO or designee no later than thirty (30) calendar days after the end of the calendar quarter, the following information:

 

  (i).

With respect to any transaction during the quarter in a Covered Security in which the Supervised Person had any direct or indirect Beneficial Ownership, report the following for each transaction:

 

  a.

The transaction date, the title, ticker symbol or CUSIP, the interest rate and maturity date (if applicable), the number of shares or par value and the principal amount;

 

  b.

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

 

  c.

The price at which the transaction was effected;

 

  d.

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

 

  e.

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

The foregoing reporting obligation includes securities acquired via a gift or inheritance.

Reporting required under Item (i) is satisfied by either (1) a direct broker feed for the account is delivered to GQG’s personal trading system, currently BasisCode, for the entire reporting period (or from when the account was established during the reporting period) OR (2) the Supervised Person uploads the account statement(s) covering the reporting period to BasisCode. On an exception basis, statements may be delivered to the CCO or designee.

 

  (ii)

With respect to any account established by the Supervised Person in which any Covered Securities were held during the quarter for the direct or indirect benefit of the Supervised Person:

 

  a.

The name of the broker, dealer or bank where the account was established;

 

  b.

The date the account was established; and

 

  c.

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

 

  (iii)

If a Supervised Person instructs each entity where a Covered Account is established to provide duplicate account statements required under the above section to the CCO or designee within the time period required for a Quarterly Transaction Report (i.e., within thirty (30) calendar days after the end of the applicable calendar quarter) and provides the information required in part ii. above, then such Supervised Person need only represent on the Quarterly Transaction Report:

 

  a.

that he/she has directed each entity where a Covered Account is established to send duplicate confirmations and account statements to the CCO;

 

  b

the form of such confirmations, account statements or records provided to GQG contains all the information required in a Quarterly Transaction Report; and

 

  c.

with respect to any account established during the applicable quarter in which the Supervised Person has beneficial ownership in Covered Securities, the information provided in accordance with part ii. is true and accurate.

It is the obligation of each Supervised Person relying on part iii to ensure compliance with its requirements.

Exception to Reporting Requirements:

A person need not make a report to the CCO under the Reporting Section above with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control. (For example, if a Supervised Person makes an affirmative demonstration that control has been delegated to an independent third party, or that Supervised Person’s ownership involves a blind trust.)


G.

REPORTING VIOLATIONS & PENALTIES FOR VIOLATIONS

 

  1.

Reporting Violations

All Supervised Persons shall promptly report to their supervisor, the CCO or a Member of Senior Management all apparent violations of the Code without fear of retaliation. All reports will be treated confidentially and investigated promptly and appropriately. GQG will not permit any form of intimidation or retaliation against any Supervised Person who reports a violation of GQG’s policies. Senior Management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed.

Supervisors and other Members of Senior Management shall immediately report any violations of the Code to the CCO. The CCO shall promptly report to the Senior Management all material violations of the Code. When the CCO finds that a violation otherwise reportable to Senior Management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, he or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to Senior Management.

For the avoidance of doubt, nothing in this Code prohibits Supervised Persons from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Supervised Persons do not need prior authorization from their supervisor, Senior Management, the Board of Directors Management, the CCO, or anyone else affiliated with GQG to make any such reports or disclosures and are not required to notify GQG that they have made such reports or disclosures.

 

  2.

Penalties for Violations

Supervised Persons who violate the Personal Trading Policies may be subject to sanctions, which may include, among other things, education or formal censure; a letter of admonition; disgorgement of profits; restrictions on such person’s personal securities transactions; fines, suspension, reassignment, demotion or termination of employment; or other significant remedial action. Determinations regarding appropriate disciplinary responses will be made and administered on a case-by-case basis.    

 

IV.

OUTSIDE ACTIVITIES OF SUPERVISED PERSONS

From time to time Supervised Persons may be asked to serve as Directors, Advisory Directors, Trustees or officers of various corporations, charitable organizations, foundations and the like. Sometimes these are non-paid positions and sometimes they are compensated. Sometimes the corporations are public or are thinking of becoming public and sometimes they are closely held corporations never expected to be publicly traded. Some of the activities may involve participation in, or knowledge of, proposed financial investments by the group involved. This section will briefly address the issues raised by these activities.

There is no absolute prohibition on any Supervised Persons participating in outside activities. As a practical matter, however, there may be circumstances in which it would not be in GQG’s best interest to allow Supervised Persons to participate in outside activities. The first consideration must be whether the activity will take so much of the Supervised Person’s time that it will affect his or her performance. As important, however, is whether the activity will subject the Supervised Persons to conflicts of interest that will reflect poorly on both him or her and GQG.

Any Supervised Persons wishing to accept (or, if a new Supervised Person, to continue) a position with a corporation (public or private), charitable organization, foundation or similar group must seek prior approval by submitting Request for Approval of Outside Activity Request (attached as Code of Ethics Appendix IV) to the CCO or designee . The information will state the compensation or benefits to be received, direct or indirect.

These types of requests will be treated on a case-by-case basis with the interests of clients being paramount, and


will require the approval of the CCO or designee. Any service on the board of directors of a publicly-held company will also require the approval of the board of directors of any registered investment company for which GQG serves as an investment adviser.

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

 

V.

GIFTS AND Entertainment

The purpose of this policy to prevent Supervised Persons from receiving business through improper influence, or accepting gifts or entertainment that could influence decision making and result in an actual or perceived conflict of interest.

It is expected that all Supervised Persons must exercise good judgment in considering the value, frequency, and intent of gifts and entertainment. Supervised Persons may not accept any gift or entertainment that might influence their investment decisions or that might make the Supervised Person feel beholden to any person or firm. No Supervised Person may give or accept cash or cash equivalents, stocks, bonds, notes, loans, or any other evidence of ownership or obligation. In addition, Supervised Persons must not accept entertainment, gifts or other gratuities from individuals seeking to conduct business with GQG, or on behalf of an advisory client, unless in compliance with the Gift & Entertainment Restrictions discussed below. If there is a question regarding gifts and entertainment, it should be reviewed by the CCO.

Normal business entertainment is not generally considered a gift under this policy. This entertainment would include occasional meals, tickets to theatrical performances, sporting events and other events at which representative of both the giver and recipient are in attendance, and which meet the guidelines below. Gifts or entertainment will not be so frequent or extensive as to raise any questions in regards to GQG’s ethical conduct or performance of fiduciary obligations, whether or not it is within the limits of the following policies or applicable law.

 

   

Receiving Gifts & Entertainment – Securities Brokers, Commodities Brokers and Counterparties: No Supervised Person shall knowingly accept any gift or entertainment from any party that provides or that seeks to provide securities or commodities brokerage or counterparty services to GQG. For the avoidance of doubt, services where such broker or counterparty provide execution capabilities, transaction facilitation or investment research to GQG, such services shall not be considered a gift or entertainment.

 

   

Receiving Gifts & Entertainment - General: No Supervised Person shall knowingly directly or indirectly accept in any one year any gifts, gratuities, or favors with a total value in excess of US$100 from anyone having a direct business and/or professional relationship with any client or its affiliated entities absent disclosure to and approval by the CCO. Note: Some entertainment, discounts or special deals may be considered gifts within the meaning of this policy. All questions regarding the policy should be directed to the CCO.

No Supervised Person should accept any entertainment other than normal business entertainment. Types of entertainment which may be considered outside of normal business entertainment would be tickets to exclusive events i.e. Superbowl, World Series Tickets, World Cup tickets or other events of this nature.    

 

   

Giving Gifts: No Supervised Person shall knowingly directly or indirectly give in any one year any gifts, gratuities, or favors with a total value in excess of US$100 to any person, principal, proprietor, employee, agent or representative of another person where the payment is in relation to the business of the recipient’s employer absent disclosure to and approval by the CCO.

No Supervised Person shall knowingly provide business entertainment other than normal business entertainment as described above.


   

Union officials, ERISA plan fiduciaries and government officials: No Supervised Person shall provide any gift or entertainment to any union officials, ERISA plan fiduciaries or any government officials or government employees without the prior consent of the CCO. Any gifts and entertainment provided to union officials, ERISA plan fiduciaries, government officials or government employees, regardless of value, must be reported to the CCO (even if pre-approved) in order to facilitate compliance with various federal, state and municipal requirements and with Department of Labor Form LM-10 requirements, pursuant to the Labor-Management Reporting and Disclosure Act of 1959 (LMRDA).

 

   

Foreign Corrupt Practices Act of 1977(“FCPA”): GQG has implemented a policy regarding the FCPA. Supervised Persons must comply at all times with the FCPA. The FCPA anti-bribery section prohibits payments, offers, or gifts of money or anything of value, with corrupt intent, to a foreign official in order to obtain or retain business or to secure an improper advantage anywhere in the world. The prohibition applies whether an item would benefit the official directly or another person, such as a family member, friend or business associate. Supervised Persons are required to comply with GQG’s FCPA Policy. Facilitation payments are prohibited.

The valuation of a gift may exclude tax and shipping costs. The valuation of tickets to an event is the market price of the ticket rather than its face value. In the event a gift valued at more than US$100 is received by a Supervised Person, the gift should be promptly returned unless the gift is perishable in nature.

Reporting Requirements

 

   

Reporting of Gifts: Supervised persons must report all Gifts given or received which are not considered nominal value in nature, examples of such gifts not subject to disclosure are, branded items, such as stress balls, mugs etc.

 

   

Reporting of Entertainment: Supervised Persons must report all Entertainment given or received which has a value of greater than $100.


Code of Ethics of Aristotle, revised 1/19/2021

LOGO

Exhibit (p)(42)

ARISTOTLE CAPITAL MANAGEMENT, LLC

CODE OF ETHICS

January 19, 2021

This Code of Ethics (“Code”) is adopted in compliance with the requirements of U.S. securities laws applicable to registered investment advisers and registered investment companies. Registered investment advisers are required by Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”), to adopt a code of ethics which, among other things, sets forth the standards of business conduct required of their supervised persons and requires those supervised persons to comply with the Federal Securities Laws. Similarly, each registered investment company and its adviser and principal underwriter must adopt a code of ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (“Company Act”). In conformity with these rules, this Code is adopted by Aristotle Capital Management, LLC (“Aristotle Capital” or the “Adviser”), in its role as investment adviser to separately managed accounts, as a discretionary investment adviser to a private pooled investment vehicles (“Private Fund”), as a discretionary adviser or sub-adviser to registered investment companies (“Mutual Funds”), and as sub- adviser to Collective Investment Trusts (CITs).

 

1.

Standards of Business Conduct

We seek to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by our clients, including individual accounts as well as the Private Fund and Mutual Funds (collectively, “Clients”) and their investors, is something we value and endeavor to protect. To further that goal, we have adopted this Code and implemented policies and procedures to prevent fraudulent, deceptive and manipulative practices and to ensure compliance with the Federal Securities Laws and the fiduciary duties owed to our Clients.

We are fiduciaries to our Clients. As such, we have affirmative duties of care, honesty, loyalty and good faith to act in the best interests of our Clients. Our Clients’ interests are paramount to and come before our personal interests. Our Access Persons and Supervised Persons, as those terms are defined in this Code, are also expected to behave as fiduciaries with respect to our Clients. This means that each must render disinterested advice, protect Client assets (including nonpublic information about a Client or a Client’s account) and act always in the best interest of our Clients. We must also strive to identify and avoid conflicts of interest, however such conflicts may arise.

Access Persons and Supervised Persons of Aristotle Capital must not:

 

   

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

 

   

make to a Client or any investor or prospective investor in any of the Mutual Funds or Private Fund managed by Aristotle Capital any untrue statement of a material fact or omit to state to a Client or any investor or prospective investor in any of the Mutual Funds or Private Fund managed by

 

1


Aristotle Capital a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

   

engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client or any investor or prospective investor in any of the Mutual Funds or Private Fund managed by Aristotle Capital;

 

   

engage in any manipulative practice with respect to a Client or any investor or prospective investor in any of the Mutual Funds or Private Fund managed by Aristotle Capital;

 

   

use their positions, or any investment opportunities presented by virtue of their positions, to personal advantage or to the detriment of a Client; or

 

   

conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the duties owed to Clients as a fiduciary.

To assure compliance with these restrictions and the Federal Securities Laws, as defined in this Code, we have adopted, and agreed to be governed by, the provisions of this Code in addition to the procedures contained in the applicable Compliance Manual and the CFA Institute Code of Ethics and Standards of Professional Conduct.1 However, Access Persons and Supervised Persons are expected to comply not merely with the “letter of the law”, but with the spirit of the laws, this Code and applicable Compliance Manual.

Should you have any doubt as to whether this Code applies to you, you should contact the Chief Compliance Officer (CCO).

 

2.

Definitions

As used in the Code, the following terms have the following meanings:

 

  A.

Access Persons include: (1) officers of the Adviser; (2) any Supervised Person of the Adviser who (a) has access to nonpublic information regarding any Client’s purchase or sale of securities, or portfolio holdings of any Client; or (b) is involved in making securities recommendations to Clients or has access to such recommendations that are nonpublic; and (3) any other person who the CCO determines to be an Access Person. For purposes of this Code, Aristotle Capital has determined that all full-time employees are Access Persons. The firm’s Access Person list is available upon request.

 

  B.

Automatic Investment Plan means any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including, but not limited to, any dividend reinvestment plan (DRIP).

 

  C.

Beneficial Ownership generally means having a direct or indirect pecuniary interest in a security and is legally defined to be beneficial ownership as used in Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). However, any transactions or holdings reports required by Section 4.C of this Code may

 

1 

Applicable compliance manuals include, among others, the Adviser’s policies and procedures adopted pursuant to Advisers Act Rule 206(4)-7. Access Persons and Supervised Persons are required to comply with relevant compliance procedures, whether or not listed.

 

2


  contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security or securities to which the report relates.

 

  D.

Chief Compliance Officer or CCO means the Adviser’s Chief Compliance Officer, as designated on Form ADV, Part 1, Schedule A, or the CCO’s designee, as applicable.

 

  E.

Federal Securities Laws means: (1) the Securities Act of 1933, as amended (“Securities Act”); (2) the Exchange Act; (3) the Sarbanes-Oxley Act of 2002; (4) the Advisers Act; (5) title V of the Gramm-Leach-Bliley Act; (6) any rules adopted by the SEC under the foregoing statutes; (8) the Bank Secrecy Act, as it applies to investment advisers; and

(9) any rules adopted under relevant provisions of the Bank Secrecy Act by the SEC or the Department of the Treasury.

 

  F.

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

 

  G.

Limited Offering means an offering that is exempt from registration under the Securities Act Sections 4(2) or 4(6) or pursuant to Securities Act Rules 504, 505 or 506. Limited Offerings of securities issued by Aristotle Capital or any Private Fund are included in the term Limited Offering.

 

  H.

Purchase or Sale of a Security includes, among other things, the writing of an option to purchase or sell a security.

 

  I.

Reportable Fund means: (1) any registered investment company advised or sub-advised by Aristotle Capital; or (2) any registered investment company whose investment adviser or principal underwriter controls, is controlled by or is under common control with any Aristotle Capital entity.

 

  J.

Reportable Security means any security as defined in Advisers Act Section 202(a)(18) and Company Act Section 2(a)(36) except (1) direct obligations of the Government of the United States; (2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (3) shares issued by money market funds; (4) shares issued by open-end funds; and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds. For purposes of this Code, the term Reportable Security, which provides a broader exemption than the term “Covered Security”,2 is used for compliance with both Rule 204A-1 and Rule 17j-1, except as otherwise noted.

 

  K.

Security Held or to be Acquired means any Reportable Security which, within a (1) day, (i)    is or has been held by a Client, or (ii) is being or has been considered by a Client or the Adviser for purchase by a Client. This definition also includes any option to purchase or sell any security convertible into or exchangeable for a Reportable Security.

 

 

2 

Covered Security under Rule 17j-1 means any security as defined in Company Act Section 2(a)(36) except (1) direct obligations of the Government of the United States; (2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (3) shares issued by open-end registered investment companies.

 

3


  L.

Supervised Person of the Adviser means any partner, officer, director, or employee of the Adviser; and any other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser. Contractors and consultants may, in certain circumstances, be deemed to be Supervised Persons.

 

  M.

StarCompliance is the electronic system which receives and processes reportable personal transactions and certifications under this Code.

 

3.

Compliance with Governing Laws, Regulations and Procedures

 

  A.

All Access Persons shall comply with all applicable federal and state laws and rules and regulations of any governmental agency or self-regulatory organization governing his or her activities.

 

  B.

Each Access Person, at the time of hire, will receive information on how to access the Code and the related procedures therein. Further, each Access Person must complete and submit a statement on an annual basis that he or she has reviewed the Code. Each Access Person shall have and maintain knowledge of and shall comply with the provisions of this Code and any procedures that are subsequently amended or adopted hereunder.

 

  C.

All Access Persons shall comply with all the laws and regulations concerning insider trading and with the Adviser’s prohibition against insider trading as specified below under Substantive Restrictions.

 

  D.

All Access Persons shall comply with limitations on political activity as specified under the substantive restrictions below, and shall notify the CCO in advance of any intended political contributions.

 

  E.

Any Access Person having supervisory responsibility shall exercise reasonable supervision over other Access Persons subject to his or her control, with the purpose of preventing any violation by such persons of applicable statutes and regulations, or the provisions of this Code adopted hereunder.

 

  F.

Any Access Person encountering evidence that appears to be a violation of applicable statutes or regulations or provisions of this Code shall report such evidence to the CCO or such other person as appointed in procedures adopted hereunder. Any such action by the Access Person responsible for the reporting shall remain confidential, unless the Access Person waives confidentiality or federal or state law or authorities compel disclosure. The failure to report such evidence may result in disciplinary proceedings or further action as deemed appropriate by the Adviser.

 

4.

Substantive Restrictions

 

  A.

Blackout Period. No Access Person shall buy or sell a Reportable Security on the same day as any trades in the Reportable Security are made for Client accounts unless the Client transaction is a result of:

 

   

bringing a new Client’s account of Reportable Securities in line with the existing accounts in the strategy;

 

   

an immaterial cash flow in a Client’s account; or

 

4


   

an account liquidation related to an account termination request.

A relaxation of, or exemption from, these procedures may only be granted by the CCO after the personal trading request and authorization form has been reviewed. The price paid or received by a Client account for any Reportable Security should not be affected by a buying or selling interest on the part of an Access Person, or otherwise result in an inappropriate advantage to the Access Person.

 

  B.

IPO and Limited Offering Restrictions. Access Persons may not acquire any securities issued as part of an IPO or a Limited Offering, absent prior CCO approval using the form attached as Exhibit A. Any such approval will take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to such person because of his or her position with Aristotle Capital. Once pre-approval has been granted, the pre-approved transaction must be executed within twenty-four hours. An Access Person who has been authorized to acquire such securities must disclose their interests if considering an investment in such securities for a Client. Any decision to acquire the issuer’s securities on behalf of a Client shall be subject to review by Access Persons with no personal interest in the issuer.

 

  C.

Other Trading Restrictions. Access Persons may not: (1) hold more than 5% of the outstanding securities of a single company without the approval of the CCO; or (2) engage in frequent trading in securities (e.g., day trading).

 

  D.

Short Swing Profits. Access Persons may not profit from the purchase and sale or sale and purchase of a security within a 15 calendar day period, unless the transaction was authorized by the CCO.

 

  E.

Gift Policy. Access Persons must not give or accept gifts from any entity doing business with or on behalf of the Adviser, Private Fund or Mutual Funds in contravention of the Gift Policy outlined below. Gifts of an extraordinary or extravagant nature to an employee should be declined or returned in order not to compromise the reputation of the employee or the firm. Gifts of nominal value or those that are customary in the industry such as meals or entertainment may be appropriate but should first be approved by the CCO. Any form of a loan by an employee to a client or by a client to an employee is not allowed as a matter of firm policy and good business practice.

Access Persons must report gifts and/or entertainment given or received in excess of $25 to the CCO or designee by completing the Gift Reporting Form through StarCompliance, attached as Exhibit H.

Access Persons must obtain approval from the CCO or designee to give or accept gifts and/or entertainment in excess of $250 (either one single gift, or in aggregate, within one calendar year) to any individual or entity. Access Persons must seek approval by completing the Gift Reporting Form through StarCompliance.

Limits may be lower as required by certain third parties, such as clients or business partners, among others. In such cases, the lower limit will apply. Access Persons must be aware of and shall comply with such lower limits.

A relaxation of, or exemption from, these procedures may only be granted by the CCO after the CCO has reviewed a completed Gift Reporting Form.

 

  F.

Political Contributions. All Access Persons must disclose all political contributions. Political contribution by Access Persons are subject to the following limits:

 

  (1)

All contributions must be reported to the CCO. Contributions in excess of the amounts stated below must be pre-approved by the CCO.

 

  (a)

$350 in an election in which an Access Person can vote for

 

  (b)

$150 in an election in which an Access Person cannot vote

 

  (2)

Limits may be lower as required by state or local law. A registered representative of FINRA may also be subject to lower requirements. In such cases the lower requirement will apply.

 

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  (3)

Exceptions to the above approval criteria may be granted only in limited circumstances at the discretion of the CCO after examination of the specific facts and circumstances.

 

  (4)

Using the firm’s name or funds to support political candidates or issues, or elected or appointed government officials is prohibited.

 

  (5)

Please refer to the policies and procedures related to political contributions in the adviser’s Compliance Manual. A Political Contribution Pre-clearance Request Form can be found in Exhibit G of this Code’s Appendix.

 

  G.

Conflicts of Interest. Access Persons must provide disinterested advice and any relevant potential personal or business conflicts of interest must be disclosed to the CCO and, where appropriate, “Information Wall” procedures may be utilized to avoid potential conflicts of interest. Access Persons must avoid engaging in any activity which might reflect poorly upon themselves or Aristotle Capital or which would impair their ability to discharge their duties with respect to Aristotle Capital and Aristotle Capital’s Clients.

 

  H.

Fair Treatment. Access Persons must avoid taking any action which would favor one Client or group of Clients over another in violation of our fiduciary duties and applicable law. Access Persons must comply with relevant provisions of our compliance manuals designed to detect, prevent or mitigate such conflicts.

 

  I.

Service as Outside Director, Trustee or Executor. Access Persons shall not serve on the boards of directors of publicly traded companies, or in any similar capacity, absent the prior approval of such service by the CCO following the receipt of a written request for such approval attached here as Exhibit I. In the event such a request is approved, information barrier procedures may be utilized to avoid potential conflicts of interest. Other than by virtue of their position with Aristotle Capital or with respect to a family member, no Access Person may serve as a trustee, executor or fiduciary. Similarly, Access Persons may not serve on a creditor’s committee. In appropriate circumstances the CCO may grant exemptions from this provision.

 

  J.

Forfeitures. If there is a violation of paragraphs A, B, C or D above, the CCO may determine whether any profits should be forfeited and may be paid to one or more Clients for the benefit of the Client(s). The CCO will determine whether gifts accepted in violation of paragraph E need to be forfeited, if practicable, and/or dealt with in any manner determined appropriate and in the best interests of our Clients.

 

  K.

Reporting Violations. Any Access Person who believes that a violation of this Code has taken place must promptly report that violation to the CCO. To the extent that such reports are provided to a designee, the designee shall provide periodic updates to the CCO with respect to violations reported. Access Persons may make these reports anonymously and no adverse action shall be taken against any such person making such a report in good faith.

 

6


  L.

Waivers. CCO may grant waivers of any substantive restriction in appropriate circumstances (e.g., personal hardship) and will maintain records necessary to justify such waivers.

 

  M.

Brokerage Accounts. Access Persons must disclose all brokerage accounts that he/she has direct or indirect beneficial ownership or discretionary authority to the CCO and instruct their brokers to provide timely duplicate account statements or electronic holdings and transaction data (through StarCompliance) to the CCO. Access Persons must submit holdings and transaction reports for Reportable Securities and Reportable Funds in which the access person has, or acquires, any direct or indirect beneficial ownership. An Access Person is presumed to be a beneficial owner of Reportable Securities and/or Reportable Funds that are held by his or her immediate family members sharing the access person’s household.

A sample duplicate account statement and confirmations request letter is included as Exhibit D.

 

5.

Pre-clearance and Reporting Procedures

 

  A.

Pre-clearance.

 

  (1)

Each Access Person shall obtain prior approval from the CCO in the form attached as Exhibit A (or through similar format, including without limitation through StarCompliance) for all personal securities transactions in Reportable Securities and Reportable Funds.

 

  (2)

Access Persons may not acquire any securities issued as part of an IPO or a Limited Offering, absent prior approval in the form attached as Exhibit A (or through similar format, including without limitation through StarCompliance) of the CCO.

 

  B.

Pre-clearance Exceptions. Pre-clearance requirements do not apply to:

 

  (1)

Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;

 

  (2)

Purchases or sales of Reportable Securities which are not eligible for purchase or sale by any Client;

 

  (3)

Purchases or sales of open-end funds. Access Persons are reminded that “front- running” Client transactions or trading on the basis of material, nonpublic inside or confidential information violates not only this Code, but our insider trading policies and procedures as well as other securities laws and, if proven, can be punishable by fines and other penalties;3

 

  (4)

Purchases or sales which are non-volitional on the part of either the Access Person or the Client;

 

  (5)

Transactions in securities which are not Reportable Securities;

 

 

3 

Purchases or sales of ETFs are still subject to the Reporting Requirements set forth in Section 4.C., below.

 

7


  (6)

Purchases which are part of an Automatic Investment Plan or DRIP;

 

  (7)

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

 

  (8)

Any investment grade fixed income securities transaction, or series of related transactions, involving 100 units ($100,000 principal amount) or less in the aggregate, if the Access Person has no prior knowledge of transactions in such securities on behalf of a Client; and

 

  (9)

Transactions in GNMA securities

Access Persons should consult the CCO if there are any questions about whether one of the exemptions listed above applies to a given transaction. Aristotle Capital may, from time to time and in the sole discretion of the CCO, maintain a “Restricted List” of securities in which Access Persons may not trade.

 

  C.

Required Reports.

 

  (1)

Initial and Annual Holdings Reports. Each Access Person must submit to the CCO the Initial Holdings Report (example attached as Exhibit B or such other form designated by the CCO: (i) not later than ten (10) days after becoming an Access Person, reflecting the Access Person’s holdings as of a date not more than 45 days prior to becoming an Access Person; and (ii) annually (attached as Exhibit C or such other form designated by the CCO, including through StarCompliance), on a date selected by the CCO, as of a date not more than 45 days prior to the date the report was submitted.

 

  (2)

Holdings Reports must contain the following information:

 

  (a)

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

 

  (b)

the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit. (Note that even those accounts that hold only non-Reportable Securities must be included); and

 

  (c)

the date the Access Person submits the report.

 

  (3)

Brokerage statements containing all required information may be substituted for the Holdings Report Form if submitted timely. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, you may submit a holdings report containing the missing information as a supplement to the statement or confirmation.

 

  (4)

Quarterly Reports. Within 30 days after the end of each calendar quarter, each Access Person must submit a report to the CCO covering all transactions in non-excepted Reportable Securities in the form attached as Exhibit D or such other form designated by the CCO, including through StarCompliance.

 

8


  (5)

Transactions reports must contain the following information:

 

  (a)

the date of the transaction, the title and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

 

  (b)

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

 

  (c)

the price of the security at which the transaction was effected;

 

  (d)

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

 

  (e)

the date the Access Person submits the report.

 

  (f)

Brokerage account statements or electronic holdings and transaction data (through StarCompliance) containing all required information may be substituted for the attached form if submitted timely. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, you may submit a transactions report containing the missing information as a supplement to the statement or confirmation.

 

  D.

Exceptions to Reporting Requirements. The reporting requirements of Section 5.C. apply to all transactions in Reportable Securities other than:

 

  (1)

transactions with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; and

 

  (2)

transactions effected pursuant to an Automatic Investment Plan or DRIP.

In the event the discretion over the account changes such that the Access Person has direct or indirect influence or control, the Access Person must promptly report to the CCO and begin providing quarterly account statements. An Access Person will generally be deemed to have direct or indirect influence or control over any account in which he or she:

 

  1)

Directs the purchases and/or sales of investments;

 

  2)

Suggests purchases and/or sales of investments to the trustee or third-party discretionary manager; or

 

  3)

Consults with a trustee or third-party discretionary manager as to the particular allocation of investments to be made in the account and the manager acts upon such consultation.

Please note that granting a third-party discretionary investment authority over an account does not, by itself, exempt an account from the reporting requirements. Similarly, trusts over which an Access Person is the grantor or beneficiary may also be subject to the reporting requirements, regardless of whether a trustee has management authority.

 

9


Aristotle Capital will conduct additional due diligence to determine whether an Access Person may have any direct or indirect influence or control over the investment decisions of such accounts, which may include:

 

  1)

Evaluating the relationship between the Access Person and the person managing the account;

 

  2)

Requesting completion of periodic certifications by the Access Person or third party managers regarding the Access Person’s influence over the account;

 

  3)

Requesting periodic completion of holdings or transaction reports to identify transactions that would have been prohibited pursuant to this Code, absent reliance on the reporting exemption; or

 

  4)

Periodically request statements for accounts managed by third-parties where there is no identified direct or indirect influence or control over the investment decisions in an account.

If an Access Person is unsure as to whether an account is qualified for the exemption, he/she should consult with the CCO. In the event it is determined that the Access Person may have direct or indirect influence or control over investment decisions, the Access Person will be required to pre-clear trades for all Reportable Securities and Reportable Funds in the account as well as provide account statements as required with any reportable account.

 

  E.

Duplicate Statements and Trade Confirmations. Each Access Person, with respect to each brokerage account in which such Access Person has any direct or indirect beneficial interest, may choose to arrange that the broker shall mail directly to the CCO at the same time they are mailed or furnished to such Access Person (1) duplicate copies of broker trade confirmations covering each transaction in a Reportable Security and each Reportable Fund in such account and (2) copies of periodic statements with respect to the account, provided, however, that such duplicate copies need not be filed for transactions involving Non-Reportable Securities. This requirement also may be waived by the CCO in situations when the CCO determines that duplicate copies are unnecessary. A sample duplicate account statement and confirmation request letter is attached here at Exhibit E.

 

  F.

Prohibition on Self Pre-clearance. No Access Person shall pre-clear his/her own trades, review their own reports or approve their own exemptions from this Code. When such actions are to be undertaken with respect to a personal transaction of the CCO, the President, Chief Executive Officer, Chief Investment Officer, Chief Risk Officer or other senior compliance person will perform such actions as are required of the CCO by this Code.

 

6.

Code Notification and Access Person Certifications

The CCO shall provide notice to all Access Persons of their status under this Code, and shall deliver a copy of the Code to each Access Person annually. Additionally, each Access Person will be provided a copy of any Code amendments. After reading the Code or amendment and the CFA Institute Code of Ethics, each Access Person shall make the certification contained in Exhibit F or such other form designated by the CCO, including through StarCompliance. Annual certifications are due within 45 days after the end of each calendar year. Certifications with respect to amendments to the Code must be returned to the CCO within a reasonably prompt time. To the extent that any Code related training sessions or seminars are held, the CCO shall keep records of such sessions and the Access Persons attending. (A copy of the CFA Institute Code of Ethics and Standards of Professional Conduct is included in Exhibit J.)

 

10


7.

Review of Required Code Reports

 

  A.

Reports required to be submitted pursuant to the Code will be reviewed by the CCO on a periodic basis.

 

  B.

Any material violation or potential material violation of the Code must be promptly reported to the CCO. The CCO will investigate any such violation or potential violation and report violations the CCO determines to be “material” to the President and/or the Board, as appropriate, with a recommendation of such action to be taken against any individual who is determined to have violated the Code, as is necessary and appropriate to cure the violation and prevent future violations. Other violations shall be handled by the CCO in a manner the CCO deems to be appropriate. However, sanctions more severe than a warning or censure must be approved by the President or the Board, as applicable.4

 

  C.

The CCO will keep a written record of all investigations in connection with any Code violations including any action taken as a result of the violation.

 

  D.

Sanctions for violations of the Code include: verbal or written warnings and censures, monetary sanctions, disgorgement or dismissal. Where a particular Client has been harmed by the action, disgorgement may be paid directly to the Client; otherwise, monetary sanctions shall be paid to an appropriate charity determined by the President or CCO.

 

8.

Recordkeeping and Review

This Code, a record of all certifications of an Access Person’s receipt of the Code or any amendments thereto, any written prior approval for a Reportable Securities transaction given pursuant to Section 5.A. of the Code, a copy of each report by an Access Person, a record of any violation of the Code and any action taken as a result of the violation, any written report hereunder by the CCO, and lists of all persons required to make and/or review reports under the Code shall be preserved with the Adviser’s records, for the periods and in the manner required by Advisers Act Rule 204-2. To the extent appropriate and permissible, the CCO may choose to keep such records electronically.

 

9.

Review of Code

The CCO shall review this Code and its operation annually and may determine to make amendments to the Code as a result of that review. Material and non-material amendments to this Code should be made and distributed as described in Section 6. Code Notifications and Access Person Certifications.

 

  A.

Disciplinary Actions. Any violation of this Code, for any reason or any degree of severity (whether or not the Access Person intended to violate the Code), may be grounds for disciplinary action, including dismissal.

The Adviser may take one or more of the following disciplinary actions including but not limited to: issuing a letter of instruction; requiring a meeting with the CCO; issuing a violation report; issuing a letter of reprimand; requiring disgorgement of profits; requiring trade(s) to be broken at the Access Person’s expense; requiring corrective action, suspension, or dismissal and the reporting of the violation to the appropriate regulatory authorities.

 

4 

To the extent that the President also serves as CCO, no such report or approval will be required.

 

11


  B.

Procedural Non-compliance. Non-compliance with the procedural requirements of this Code (i.e. failure to submit holdings reports in a timely manner) will be documented. Repeated failure to disclose or repeated non-compliance (i.e. three similar failures to comply in one year) will be considered a violation and may result in disciplinary action.

 

  C.

Violations of Trading Non-compliance. Failure to comply, whether intentional or not, with the pre-clearance requirements and/or substantive prohibitions of this Code with respect to trading activity may result in disciplinary action as identified above in Section 9.A. Additionally, if a violation occurs which creates an actual conflict of interest with a Client account, the Adviser reserves the right to treat such violation as one that warrants disciplinary action.

 

12