AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 2022

FILE NO. 002-86082

FILE NO. 811-03833-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 147

AND

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 148

MAINSTAY VP FUNDS TRUST

(exact name of registrant as specified in charter)

51 MADISON AVENUE,

NEW YORK, NEW YORK 10010

(address of principal executive office)
REGISTRANT’S TELEPHONE NUMBER: (212) 576-7000

Copy to:

  

J. Kevin Gao, Esq.
MainStay VP Funds Trust
30 Hudson Street
Jersey City, NJ 07302

Thomas C. Bogle, Esq.
Corey F. Rose, Esq.
Dechert LLP 1900 K Street, NW
Washington, DC 20006

(NAME AND ADDRESS OF AGENT FOR SERVICE)

It is proposed that this filing will become effective

 immediately upon filing pursuant to paragraph (b) of Rule 485 

 ___________, pursuant to paragraph (b)(1) of Rule 485
 60 days after filing pursuant to paragraph (a)(1) of Rule 485
 on ___________, pursuant to paragraph (a)(1) of Rule 485
 75 days after filing pursuant to paragraph (a)(2) of Rule 485
 on ___________, pursuant to paragraph (a)(2) 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.


PART C. OTHER INFORMATION

ITEM 28. EXHIBITS

a. Declaration of Trust

1. Amended and Restated Declaration of Trust, dated as of August 19, 2016 – Previously filed with Post-Effective Amendment No. 89 as Exhibit (a)(1) on September 12, 2016*

b. By-Laws

1. Amended and Restated By-Laws as of June 24, 2021 – Previously filed with Post-Effective Amendment No. 145 as Exhibit (b)(1) on April 18, 2022*

c. Instruments Defining Rights of Security Holders

1. See the Declaration of Trust and the By-Laws (see above)

d. Investment Advisory Contracts

1. Amended and Restated Management Agreement dated May 1, 2015 between the Registrant and New York Life Investment Management LLC – Previously filed with Post-Effective Amendment No. 80 as Exhibit (d)(1) on May 1, 2015*

a. Amendment dated January 15, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (d)(1)(a) on May 2, 2016*

b. Amendment dated May 1, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (d)(1)(b) on May 2, 2016*

c. Amendment dated July 29, 2016 – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(1)(c) on August 10, 2017*

d. Amendment dated March 13, 2017 – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(1)(d) on August 10, 2017*

e. Amendment dated August 4, 2017 – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(1)(e) on August 10, 2017*

f. Amendment dated May 1, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(1)(f) on September 10, 2018*

g. Amendment dated September 10, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(1)(g) on September 10, 2018*

h. Amendment dated October 1, 2018 – Previously filed with Post-Effective Amendment No. 103 as Exhibit (d)(1)(h) on November 30, 2018*

i. Amendment dated November 30, 2018 – Previously filed with Post-Effective Amendment No. 103 as Exhibit (d)(1)(i) on November 30, 2018*

j. Amendment dated May 1, 2019 - Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(1)(j) on September 4, 2019*

k. Amendment dated February 28, 2020 – Previously filed with Post-Effective Amendment No. 111 as Exhibit (d)(1)(k) on February 19, 2020*

l. Amendment dated May 1, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (d)(1) on April 16, 2020*


m. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(1)(m) on April 23, 2021*

n. Amendment dated May 1, 2022 – Previously filed with Post-Effective Amendment No. 145 as Exhibit (d)(1)(n) on April 18, 2022*

2. Subadvisory Agreement between New York Life Investment Management LLC and Epoch Investment Partners, Inc. dated March 31, 2017 – Previously filed as Exhibit (d)(2) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

a. Amendment dated May 8, 2017 – Previously filed as Exhibit (d)(2) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

b. Amendment dated February 28, 2019 – Previously filed with Post-Effective Amendment 107 as Exhibit (d)(2)(b) on April 18, 2019*

c. Amendment dated April 1, 2019 – Previously filed with Post-Effective Amendment No. 107 as Exhibit (d)(2)(c) on April 18, 2019*

d. Amendment dated May 1, 2019 - Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(2)(d) on September 4, 2019*

e. Amendment dated April 26, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(2)(e) on April 23, 2021*

3. Subadvisory Agreement dated January 1, 2018 between New York Life Investment Management LLC and MacKay Shields LLC –Previously filed with Post-Effective Amendment No. 97 as Exhibit (d)(3) on April 13, 2018*

a. Amendment dated February 28, 2018 – Previously filed with Post-Effective Amendment No. 97 as Exhibit (d)(3)(a) on April 13, 2018*

b. Amendment dated May 1, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(3)(b) on September 10, 2018*

c. Amendment dated May 22, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(3)(c) on September 10, 2018*

d. Amendment dated November 30, 2018 – Previously filed with Post-Effective Amendment No. 103 as Exhibit (d)(3)(d) on November 30, 2018*

e. Amendment dated February 28, 2019 – Previously filed with Post-Effective Amendment No. 107 as Exhibit (d)(3)(e) on April 18, 2019*

f. Amendment dated April 1, 2019 – Previously filed with Post-Effective Amendment No. 107 as Exhibit (d)(3)(f) on April 18, 2019*

g. Amendment dated May 1, 2019 – Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(3)(g) on September 4, 2019*

h. Amendment dated June 21, 2019 - Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(3)(h) on September 4, 2019*

i. Amendment dated June 28, 2019 - Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(3)(i) on September 4, 2019*

j. Amendment dated February 26, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (d)(3)(j) on April 16, 2020*

k. Amendment dated February 28, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (d)(3)(k) on April 16, 2020*


l. Amendment dated August 31, 2020 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(l) on April 23, 2021*

m. Amendment dated February 28, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(m) on April 23, 2021*

n. Amendment dated March 5, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(n) on April 23, 2021*

o. Amendment dated April 26, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(o) on April 23, 2021*

p. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(p) on April 23, 2021*

q. Amendment dated August 28, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (d)(3)(q) on November 4, 2021*

r. Amendment dated May 1, 2022 – Previously filed with Post-Effective Amendment No. 145 as Exhibit (d)(3)(r) on April 18, 2022*

4. Subadvisory Agreement dated October 1, 2014 between New York Life Investment Management LLC and Winslow Capital Management LLC – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(6) on August 10, 2017*

a. Amendment dated February 28, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (d)(6)(b) on May 2, 2016*

b. Amendment dated May 1, 2020 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(4)(b) on April 23, 2021*

5. Subadvisory Agreement dated May 30, 2017 between New York Life Investment Management LLC and Janus Capital Management LLC – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(8) on August 10, 2017*

6. Subadvisory Agreement dated November 30, 2018 between New York Life Investment Management LLC and BNY Mellon Asset Management North America Corporation – Previously filed with Post-Effective Amendment No. 103 as Exhibit (d)(7) on November 30, 2018*

a. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 129 as Exhibit (d)(6)(a) on June 1, 2021*

b. Assumption Agreement dated August 31, 2021 between Mellon Investments Corporation and Newton Investment Management North America, LLC – Filed herewith

7. Subadvisory Agreement dated February 3, 2012 between New York Life Investment Management LLC and Pacific Investment Management Company LLC – Previously filed with Post-Effective Amendment No. 66 as Exhibit (d)(12) on April 11, 2012*

8. Subadvisory Agreement dated November 30, 2018 between New York Life Investment Management LLC and FIAM LLC – Previously filed with Post-Effective Amendment No. 103 as Exhibit (d)(10) on November 30, 2018*

9. Subadvisory Agreement dated November 15, 2017 between New York Life Investment Management LLC and Candriam Belgium –

Amendment dated February 28, 2018 – Previously filed with Post-Effective Amendment No. 97 as Exhibit (d)(11) on April 13, 2018*

a. Amendment dated February 28, 2018 – Previously filed with Post-Effective Amendment No. 97 as Exhibit (d)(11)(a) on April 13, 2018*

b. Amendment dated May 1, 2018 – Previously filed with Post-Effective Amendment No. 107 as exhibit (d)(11)(b) on April 18, 2019*


c. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(10)(c) on April 23, 2021*

10. Subadvisory Agreement dated May 1, 2014 between New York Life Investment Management LLC and NYL Investors LLC –

Previously filed with Post-Effective Amendment No. 80 as Exhibit (d)(17) on May 1, 2015*

a. Amendment dated May 1, 2015 – Previously filed with Post-Effective Amendment No. 89 as Exhibit (d)(16)(a) on September 12, 2016*

b. Amendment dated May 1, 2017 – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(16)(b) on August 10, 2017*

c. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (d)(11)(c) on November 4, 2021*

11. Subadvisory Agreement dated September 10, 2018 between New York Life Investment Management LLC and IndexIQ Advisors LLC – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(15) on September 10, 2018*

12. Subadvisory Agreement dated February 28, 2020 between New York Life Investment Management LLC and CBRE Clarion Securities LLC - Previously filed with Post-Effective Amendment No. 111 as Exhibit (d)(15) on February 19, 2020*

13. Subadvisory Agreement dated May 1, 2020 between New York Life Investment Management LLC and Brown Advisory LLC – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(14) on April 23, 2021*

14. Subadvisory Agreement dated March 5, 2021 between New York Life Investment Management LLC and Wellington Management Company LLP - Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(16) on April 23, 2021*

15. Subadvisory Agreement dated April 30, 2021 between New York Life Investment Management LLC and Segall Bryant & Hamill LLC – Previously filed with Post-Effective Amendment No. 145 as Exhibit (d)(15) on April 18, 2022*

16. Subadvisory Agreement dated May 1, 2022 between New York Life Investment Management LLC and American Century Investment Management, Inc. – Previously filed with Post-Effective Amendment No. 145 as Exhibit (d)(16) on April 18, 2022*

e. Underwriting Contracts

1. Amended and Restated Distribution and Service Agreement dated May 1, 2016 (Service and Service 2) – Previously filed with Post-Effective Amendment No. 88 as Exhibit (e)(1) on May 2, 2016*

f. Not Applicable

g. Custodian Agreements

1. Global Custody Agreement with JPMorgan Chase Bank, National Association dated June 22, 2020 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (g)(1) on April 23, 2021*

a. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (g)(1)(a) on November 4, 2021*

b. Amendment dated September 9, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (g)(1)(b) on November 4, 2021*

h. Other Material Contracts

1. Amended and Restated Fund Participation Agreement between and among New York Life Insurance and Annuity Corporation, MainStay VP Series Fund, Inc. and New York Life Investment Management LLC dated June 30, 2010 – Previously filed with Post-Effective Amendment No. 56 as Exhibit (h)(1) on April 29, 2011*


a. Assignment and Amendment dated April 29, 2011 – Previously filed with Post-Effective Amendment No. 56 as Exhibit (h)(1)(a) on April 29, 2011*

b. Addendum dated February 17, 2012 – Previously filed with Post-Effective Amendment No. 66 as Exhibit (h)(1)(b) on April 11, 2012*

c. Amendment dated January 15, 2016 – Previously filed with Post-Effective Amendment No. 89 as Exhibit (h)(1)(c) on September 12, 2016*

d. Amendment dated May 1, 2016 – Previously filed with Post-Effective Amendment No. 89 as Exhibit (h)(1)(d) on September 12, 2016*

2. Form of Stock License Agreement relating to the use of the New York Life name and service marks – Previously filed as Exhibit (h) (2) to Post-Effective Amendment No. 28 as Exhibit (h)(2) filed on April 14, 2000*

3. Master Administration Agreement between MainStay VP Series Fund, Inc. and New York Life Insurance and Annuity Corporation – Previously filed with Post-Effective Amendment No. 30 as Exhibit (h)(3) filed on April 13, 2001*

a. Form of Substitution Agreement substituting NYLIM for NYLIAC – Previously filed with Post-Effective Amendment No. 30 as Exhibit (h)(3)(a) filed on April 13, 2001*

b. Administration Agreement Supplements – Previously filed with Post-Effective Amendment No. 41 as Exhibit (h)(4) filed on April 5, 2005*

4. Amended and Restated Expense Limitation Agreement dated May 1, 2022 – Filed herewith

5. Notice of Contractual Fee Waiver dated May 1, 2015 (Janus and Eagle) – Previously filed with Post-Effective Amendment No. 80 as Exhibit (h)(5) on May 1, 2015*

6. Notice of Contractual Fee Waiver dated February 29, 2016 (Large Cap Growth) – Previously filed with Post-Effective Amendment No. 88 as Exhibit (h)(6) on May 2, 2016*

7. Amended and Restated Transfer Agency and Service Agreement with NYLIM Service Company LLC dated October 1, 2008 –Previously filed as Exhibit (h)(1)(a) with Pre-Effective Amendment No. 2 to MainStay Funds Trust’s Registration Statement on October 30, 2009.*

a. Amendment dated April 11, 2016 to the Amended and Restated Transfer Agency Agreement dated October 1, 2008 –Previously filed with Post-Effective Amendment No. 88 as Exhibit (h)(7)(a) on May 2, 2016*

b. Amendment dated June 30, 2016 – Previously filed as Exhibit (h)(1)(a)(xi) to Post-Effective Amendment No. 100 to MainStay Funds Trust’s Registration Statement on September 12, 2016*

c. Amendment dated March 13, 2017 – Previously filed as Exhibit (h)(1)(a)(xii) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

d. Amendment dated April 11, 2017 – Previously filed as Exhibit (h)(1)(a)(xiii) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

e. Amendment dated May 8, 2017 – Previously filed as Exhibit (h)(1)(a)(xiv) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

f. Amendment dated November 15, 2017 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (h)(7)(f) on September 10, 2018*

g. Amendment dated February 28, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (h)(7)(g) on September 10, 2018*

h. Amendment dated May 22, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (h)(7)(h) on September 10, 2018*


i. Amendment dated July 2, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (h)(7)(i) on September 10, 2018*

j. Amendment dated November 30, 2018 – Previously filed with Post-Effective Amendment No. 103 as Exhibit (h)(7)(j) on November 30, 2018*

k. Amendment dated February 28, 2019 – Previously filed with Post-Effective Amendment No. 107 as exhibit (h)(7)(k) on April 18, 2019*

l. Amendment dated April 1, 2019 – Previously filed with Post-Effective Amendment No. 107 as Exhibit (h)(7)(l) on April 18, 2019*

m. Amendment dated June 14, 2019 – Previously filed with Post-Effective Amendment No. 110 as Exhibit (h)(7)(m) on September 4, 2019*

n. Amendment dated November 1, 2019 - Previously filed with Post-Effective Amendment No. 111 as Exhibit (h)(7)(n) on February 19, 2020*

o. Amendment dated February 26, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (h)(7)(o) on April 16, 2020*

p. Amendment dated May 1, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (h)(7)(p) on April 16, 2020*

q. Amendment dated June 30, 2020 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(q) on November 4, 2021*

r. Amendment dated September 30, 2020 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(r) on November 4, 2021*

s. Amendment dated February 28, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(s) on November 4, 2021*

t. Amendment dated September 30, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(t) on November 4, 2021*

u. Amendment dated October 26, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(u) on November 4, 2021*

8. Fund Participation Agreement dated May 1, 2016 with Nationwide – Previously filed with Post-Effective Amendment No. 88 as Exhibit (h)(8) on May 2, 2016*

9. Shareholder Services Plan for Service 2 Class adopted December 2015 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (h)(9) on May 2, 2016*

10. Appointment of Agent for Service (VP Cayman Sub) – Previously filed with Post-Effective Amendment No. 89 as Exhibit (h)(10) on September 12, 2016*

11. Fund Participation Agreement dated May 1, 2017 with Jefferson National – Previously filed with Post-Effective Amendment No. 96 as Exhibit (h)(11) on August 10, 2017*

12. Form of MainStay Funds 12d1-4 Agreement (Acquiring Funds) – Filed herewith

13. Form of MainStay Funds 12d1-4 Agreement (Acquired Funds) – Filed herewith

i. Opinion of Counsel

1. Legal Opinion of Dechert LLP – Not applicable


j. Other Opinions

1. Consent of Independent Registered Public Accounting Firm – Not applicable

2. Powers of Attorney – Previously filed with Post-Effective Amendment No. 55 as Exhibit “Other” filed on April 14, 2011*

3. Powers of Attorney – Previously filed with Post-Effective Amendment No. 85 as Exhibit “Other” filed on February 12, 2016*

4. Powers of Attorney (Blunt, Chow & Perold) – Previously filed with Post-Effective Amendment No. 86 as Exhibit “Other” filed on March 1, 2016*

5. Power of Attorney (Hung) – Previously filed with Post-Effective Amendment No. 90 as Exhibit “Other” filed on January 30, 2017*

6. Power of Attorney (Hammond) – Previously filed with Post-Effective Amendment No. 138 as Exhibit (j)(6) on January 12, 2022*

k. Not applicable

l. Not applicable

m. Rule 12b-1 Plan

1. 12b-1 Distribution and Service Plan for Service Class dated January 15, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (m)(1) on May 2, 2016*

2. 12b-1 Distribution and Service Plan for Service 2 Class dated May 1, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (m)(2) on May 2, 2016*

n. Rule 18f-3 Plan

1. Amended 18f-3 Plan dated May 1, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (n)(1) on May 2,

2016*

o. Reserved

p. Codes of Ethics

1. Code of Ethics of the Registrant dated September 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (p)(1) on November 4, 2021*

2. New York Life Investment Management Holdings LLC’s Code of Ethics dated August 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (p)(2) on November 4, 2021*

3. Nuveen Investments Inc.’s (Winslow) Code of Ethics dated August 2020 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (p)(3) on April 23, 2021*

4. Code of Ethics of Epoch Investment Partners, Inc. dated October 2021 – Filed herewith

5. Janus Capital Management LLC’s Code of Ethics dated November 2020 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (p)(5) on April 23, 2021*

6. BNY Mellon Code of Conduct dated March 2021 – Filed herewith

7. Pacific Investment Management Company LLC’s Code of Ethics dated November 2021 – Filed herewith

8. American Century Investment Management, Inc.’s Code of Ethics dated March 2021 – Previously filed with Post-Effective Amendment No. 145 as Exhibit (p)(8) on April 18, 2022*


9. Fidelity 2021 Code of Ethics – Filed herewith

10. Code of Ethics of Candriam Belgium/France/Luxembourg dated November 2021 – Filed herewith

11. Brown Advisory LLP Code of Ethics – Previously filed with Post-Effective Amendment No. 113 as Exhibit (p)(12) on April 16, 2020*

12. Segall Bryant & Hammill Code of Ethics (October 2018) – Previously filed with Post-Effective Amendment No. 113 as Exhibit (p)(13) on April 16, 2020*

13. Code of Ethics of CBRE Investment Management Listed Real Assets LLC dated September 2021– Filed herewith

14. Wellington Management Company LLC Code of Ethics dated September 2020 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (p)(14) on April 23, 2021*

* Incorporated by reference.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Shares of MainStay VP Funds Trust (the “Registrant”) are currently offered only to separate accounts of New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”), for allocation to, among others, NYLIAC Variable Annuity Separate Account-I, NYLIAC Variable Annuity Separate Account-II, NYLIAC Variable Annuity Separate Account-III , NYLIAC Variable Annuity Separate Account-IV, NYLIAC MFA Separate Account I, NYLIAC MFA Separate Account II, VLI Separate Account, NYLIAC Variable Universal Life Separate Account-I, NYLIAC Variable Universal Life Separate Account-II, Corporate Sponsored Variable Universal Life Separate Account I, Private Placement Variable Universal Life Separate Account I and Private Placement Variable Universal Life Separate Account II (the “Variable Separate Accounts”). The Variable Separate Accounts are segregated asset accounts of NYLIAC. NYLIAC has provided the initial investment in the Variable Separate Accounts; and its affiliate, New York Life Investment Management LLC serves as investment adviser to the Portfolios.

The following chart lists entities in which New York Life Insurance Company ("NYLIC"), directly or indirectly, (1) owns more than 50% of the voting interests in, or otherwise exercises control over, the entity (each such entity, a “subsidiary”) or (2) owns between 10% and 50% of the voting securities in the entity (each such entity, an “affiliate”). Unless otherwise indicated, ownership is 100% of voting securities. Details on ownership of voting securities are noted in footnotes. Third party ownership of entities is not included. Subsidiaries of subsidiaries are indented.

This listing does not include NYLIC or subsidiary ownership in any mutual funds or separate accounts.

NYL Investors LLC (Delaware)

 NYL Investors (U.K.) Limited (United Kingdom)

 NYL Investors REIT Manager LLC (Delaware)

 NYL Investors NCVAD II GP, LLC (Delaware)

  McMorgan Northern California Value Add/Development Fund II, LP (Delaware) (50%)

   MNCVAD II-MF HENLEY CA LLC (Delaware)

    MNCVAD II-SP HENLEY JV LLC (Delaware) (90%)

     MNCVAD II-SP HENLEY OWNER (Delaware)

   MNCVAD II-OFC 770 L Street CA LLC (Delaware)

   MNCVAD II-MF UNION CA LLC (Delaware)

    MNCVAD II- HOLLIDAY UNION JV LLC (Delaware) (90%)

   MNCVAD II-OFC HARBORS CA LLC (Delaware)

    MNCVAD II-SEAGATE HARBORS LLC (Delaware) (LLC: 90%)

   MNCVAD II-OFC 630 K Street CA LLC (Delaware)

 MSSDF GP LLC (Delaware)

MSSDF Member LLC (Delaware) (NYLIC: 35%, NYLIAC: 65%)

 Madison Square Structured Debt Fund LP (Delaware) (NYLIC: 14%, NYLIAC: 26.3%)

   MSSDF REIT LLC (Delaware)

    MSSDF REIT Funding Sub I LLC (Delaware)

    MSSDF REIT Funding Sub II LLC (Delaware)

    MSSDF REIT Funding Sub III LLC (Delaware)

    MSSDF REIT Funding Sub IV LLC (Delaware)

    MSSDF REIT Funding Sub V LLC (Delaware)

 MSVEF GP LLC (Delaware)


MCPF GP LLC (Delaware)

Madison Core Property Fund LP (Delaware) (NYL Investors is Non Member Manager 0.00%)8

MCPF Holdings Manager LLC (Delaware)

MCPF MA Holdings LLC (Delaware)

MCPF Holdings LLC (Delaware)

 MADISON-IND TAMARAC FL LLC (Delaware)

 MADISON-OFC BRICKELL FL LLC (Delaware)

 MIREF Mill Creek, LLC (Delaware)

 MIREF Gateway, LLC (Delaware)

MIREF Gateway Phases II and III, LLC (Delaware)

 MIREF Delta Court, LLC (Delaware)

 MIREF Fremont Distribution Center, LLC (Delaware)

 MIREF Century, LLC (Delaware)

 MIREF Saddle River LLC (Delaware)

 MIREF Newpoint Commons, LLC (Delaware)

 MIREF Northsight, LLC (Delaware)

 MIREF Riverside, LLC (Delaware)

 MIREF Corporate Woods, LLC (Delaware)

 Barton’s Lodge Apartments, LLC (Delaware) (90%)

 MIREF 101 East Crossroads, LLC (Delaware)

  101 East Crossroads, LLC (Delaware)

 MIREF Hawthorne, LLC (Delaware)

 MIREF Auburn 277, LLC (Delaware)

 MIREF Sumner North, LLC (Delaware)

 MIREF Wellington, LLC (Delaware)

 MIREF Warner Center, LLC (Delaware) 

 MADISON-MF Duluth GA LLC (Delaware)

 MADISON-OFC Centerstone I CA LLC (Delaware)

 MADISON-OFC Centerstone III CA LLC Delaware)

 MADISON-MOB Centerstone IV CA LLC (Delaware)

 MADISON-OFC Centerpoint Plaza CA LLC (Delaware)

 MADISON-IND Logistics NC LLC (Delaware)

  MCPF-LRC Logistics LLC (Delaware) (90%)

 MADISON-MF Desert Mirage AZ LLC (Delaware)

 MADISON-OFC One Main Place OR LLC (Delaware)

 MADISON-IND Fenton MO LLC (Delaware)

 MADISON-IND Hitzert Roadway MO LLC (Delaware)

 MADISON-MF Hoyt OR LLC (Delaware)

 MADISON-RTL Clifton Heights PA LLC (Delaware)

 MADISON-IND Locust CA LLC (Delaware)

 MADISON-OFC Weston Pointe FL LLC (Delaware)

 MADISON-SP Henderson LLC (Delaware) (90%)

  MADISON-MF MCCADDEN CA LLC (Delaware)

  MADISON-OFC 1201 WEST IL LLC (Delaware)

   MADISON-MCCAFFERY 1201 WEST IL LLC (Delaware) (92.5%)

  MADISON-MF CRESTONE AZ LLC (Delaware)

  MADISON-MF TECH RIDGE TX LLC (Delaware)

  MADISON-RTL SARASOTA FL, LLC (Delaware)

  MADISON-MOB CITRACADO CA LLC (Delaware)

  MADISON-ACG THE MEADOWS WA LLC (Delaware)

   MADISON-ACG THE MEADOWS JV LLC (Delaware)

    MADISON-ACG THE MEADOWS OWNER LLC (Delaware)

  Madison-MF Osprey QRS Inc. (Delaware)

   Madison-MF Osprey NC GP LLC (Delaware)

    Madison-MF Osprey NC LP (Delaware) (QRS: 99%; GP/LLC: 1%)

MSVEF Investor LLC (Delaware)

 MSVEF Feeder LP (Delaware) (55.56%)

  MSVEF REIT LLC (Delaware) (55.56%)

   Madison Square Value Enhancement Fund LP (Delaware) (51%)

    MSVEF-MF Evanston GP LLC (Delaware) (51%)

MSVEF-MF Evanston IL LP (Delaware) (51%)

    MSVEF-MF HUNTINGTON PARK GP LLC (Delaware)

     MSVEF-MF HUNTINGTON PARK WA LP (Delaware)

    MSVEF-OFC WFC Tampa GP LLC (Delaware)

     MSVEF-OFC WFC Tampa FL LP (Delaware)


      MSVEF-FG WFC Tampa JV LP (Delaware) (GP/LLC94.59%)

       MSVEF-OFC WFC Tampa PO GP LLC (Delaware)

        MSVEF-FG WFC Property Owner LP (Delaware)

    MSVEF-IND Commerce 303 GP LLC (Delaware)

     MSVEF-IND Commerce 303 AZ LP (Delaware)

      MSVEF-SW Commerce 303 JV LP (Delaware) (95%)

New York Life Group Insurance Company of NY (“NYLG”) (New York)

Life Insurance Company of North America (Pennsylvania)

 LINA Benefit Payments, Inc. (Delaware)

New York Life Benefit Payments LLC (Delaware)

NYL Real Assets LLC (Delaware)

NYL Emerging Manager LLC (Delaware)

NYL Wind Investments LLC (Delaware)

NYLIFE Insurance Company of Arizona (Arizona)

NYLIC HKP Member LLC (Delaware) (NYLIC: 67.974%; NYLIAC 32.026%)

New York Life Insurance and Annuity Corporation (Delaware)

New York Life Enterprises LLC (Delaware) 

SEAF Sichuan SME Investment Fund LLC (Delaware) (39.98%)

 New York Life International Holdings Limited (Mauritius) (84.38%)1

Max Ventures and Industries Limited (India) (21.3%, NYLIC: 1.4%)

 Max I Ltd. (India)

 Max Assets Services Ltd. (India)

 Max Specialty Films Ltd. (India) (51%)

 Max Estates Ltd. (India)

  Max Square Limited (India) (51%, NYLIC: 49%)

  Pharmax Corporation Ltd. (India) (85.17%)

  Wise Zone Builders Pvt. Ltd. (India)

NYL Cayman Holdings Ltd. (Cayman Islands)

 NYL Worldwide Capital Investments LLC (Delaware)

Seguros Monterrey New York Life, S.A. de C.V. (Mexico) (99.998%)2

Administradora de Conductos SMNYL, S.A. de C.V. (Mexico) (99%)

Agencias de Distribucion SMNYL, S.A. de C.V. (”ADIS”) (Mexico) (99%)

Inmobiliaria SMNYL, SA de C.V. (Mexico) (99%; ADIS: 1%)

NYLIM Jacob Ballas India Holdings IV (Mauritius)

New York Life Investment Management Holdings LLC (Delaware)

 New York Life Investment Management Asia Limited (Cayman Islands)

  Japan Branch

 MacKay Shields LLC (Delaware)

  MacKay Shields Emerging Markets Debt Portfolio (Delaware)

   MacKay Shields Core Plus Opportunities Fund GP LLC (Delaware)

    MacKay Shields Core Plus / Opportunities Fund LP (Delaware)

   MacKay Municipal Managers Opportunities GP LLC (Delaware)

    MacKay Municipal Opportunities Master Fund, L.P. (Delaware)

    MacKay Municipal Opportunities Fund, L.P. (Delaware)

   MacKay Municipal Managers Credit Opportunities GP LLC (Delaware)

    MacKay Municipal Credit Opportunities Master Fund, L.P. (Delaware)

    MacKay Municipal Credit Opportunities Fund, L.P. (Delaware)

    MacKay Municipal Credit Opportunities HL Fund, L.P. (Delaware)

   MacKay Municipal Managers Credit Opportunities HL (Cayman) GP LLC (Cayman Is.)

    MacKay Municipal Credit Opportunities HL (Cayman) Fund, LP (Cayman Is.)

   MacKay Municipal Short Term Opportunities Fund GP LLC (Delaware)

    MacKay Municipal Short Term Opportunities Fund LP (Delaware)

1. NYL Cayman Holdings Ltd. owns 15.62%.

2. NYL Worldwide Capital Investment LLC owns 0.002%.

   


Plainview Funds plc (Ireland) (50%) (MacKay Shields Employee: 50%)

   Plainview Funds plc – MacKay Shields Unconstrained Bond Portfolio (Ireland) (NYLIC: 0.00%; MacKay: 0.00%)

   MacKay Shields Structured Products Opportunities Portfolio (Ireland) (NYLIC: 0.00%; MacKay: 0.00%)

   MacKay Shields High Yield Active Core Fund GP LLC (Delaware)

    MacKay Shields High Yield Active Core Fund LP (Delaware)

  MacKay Shields Credit Strategy Fund Ltd (Cayman Islands)

  MacKay Shields Credit Strategy Partners LP (Delaware)

  MacKay Shields Defensive Bond Arbitrage Fund Ltd. (Bermuda) (.15%)3

  MacKay Shields Core Fixed Income Fund GP LLC (Delaware)

   MacKay Shields Core Fixed Income Fund LP (Delaware)

  MacKay Shields Select Credit Opportunities Fund GP LLC (Delaware)

   MacKay Shields Select Credit Opportunities Fund LP (Delaware)

  MacKay Shields (International) Ltd. (UK) (“MSIL”)

  MacKay Shields (Services) Ltd. (UK) “(MSSL”)

   MacKay Shields UK LLP (UK) (MSIL: 99%; MSSL: 1%)

  MacKay Municipal Managers California Opportunities GP LLC (Delaware)

   MacKay Municipal California Opportunities Fund, L.P. (Delaware)

  MacKay Municipal New York Opportunities GP LLC (Delaware)

   MacKay Municipal New York Opportunities Fund, L.P. (Delaware)

    MacKay Municipal Opportunities HL Fund, L.P. (Delaware)

  MacKay Municipal Capital Trading GP LLC (Delaware)

   MacKay Municipal Capital Trading Master Fund, L.P. (Delaware)

   MacKay Municipal Capital Trading Fund, L.P. (Delaware)

  MacKay Municipal Managers Strategic Opportunities GP LLC (Delaware)

   MacKay Municipal Managers Strategic Opportunities Fund, L.P. (Delaware)

  MacKay Shields US Equity Market Neutral Fund GP LLC (Delaware)

   MacKay Cornerstone US Equity Market Neutral Fund LP (Delaware)

  MacKay Shields Intermediate Bond Fund GP LLC (Delaware)

   MacKay Shields Intermediate Bond Fund LP (Delaware)

  MacKay Municipal Managers Opportunities Allocation GP LLC (Delaware)

   MacKay Municipal Opportunities Allocation Master Fund LP (Delaware)

   MacKay Municipal Opportunities Allocation Fund A LP (Delaware)

   MacKay Municipal Opportunities Allocation Fund B LP (Delaware)

  MacKay Municipal Managers U.S. Infrastructure Opportunities GP LLC (Delaware)

   MacKay Municipal U.S. Infrastructure Opportunities Fund LP (Delaware)

  MacKay Municipal Managers High Yield Select GP LLC (Delaware)

   MacKay Municipal High Yield Select Fund LP (Delaware)

  MacKay Flexible Income Fund GP LLC (Delaware)

   MacKay Flexible Income Fund LP (Delaware)

  MacKay Multi-Asset Real Return Fund GP LLC (Delaware)

   MacKay Multi-Asset Real Return Fund LP (Delaware)

  MacKay Multi-Asset Income Fund GP LLC (Delaware)

   MacKay Multi-Asset Income Fund LP (Delaware)

  MacKay Municipal Managers High Income Opportunities GP LLC (Delaware)

   MacKay Municipal High Income Opportunities Fund LP (Delaware)

Cascade CLO Manager LLC (Delaware)

  MKS CLO Holdings GP LLC (Delaware)

   MKS CLO Holdings, LP (Cayman Is.)

 MKS CLO Advisors, LLC (Delaware)

 MacKay Shields Europe Investment Management Limited (Ireland)

 MacKay Shields European Credit Opportunity Fund Limited (Jersey) (MacKay: 67%, NYLIAC: 33%)

  MKS Global Sustainable Emerging Markets Equities Fund GP LLC (Delaware)

   Candriam Global Sustainable Emerging Markets Equities Fund LP (Delaware)

  MKS Global Emerging Markets Equities Fund GP LLC (Delaware)

   Candriam Global Emerging Markets Equities Fund LP (Delaware)

Cornerstone Capital Management Holdings LLC (Delaware)


3. NYLIC owns 0.00%, NYLIAC owns 0.00%, and MacKay owns .15% for a total ownership of .15%.


  Madison Square Investors Asian Equity Market Neutral Fund GP, LLC (Delaware)

  Cornerstone Capital Management Large-Cap Enhanced Index Fund GP, LLC (Delaware)

   Cornerstone Capital Management Large-Cap Enhanced Index Fund, L.P. (Delaware)

 MCF Optimum Sub LLC (Delaware) (Merged into Apogem April 1, 2022)

Apogem Capital LLC fka New York Life Investments Alternatives LLC (Delaware)

  Madison Capital Funding LLC (Delaware) (NYLIC: 21.90%; NYLIAC: 78.10%) (Apogem is a Non-Managing Member)

MCF Co-Investment GP LLC (Delaware)

MCF Co-Investment GP LP (Delaware)

   Madison Capital Funding Co-Investment Fund LP (Delaware)

Madison Avenue Loan Fund GP LLC (Delaware)

Madison Avenue Loan Fund LP (Delaware)

 MCF Fund I LLC (Delaware)

MCF Hanwha Fund LLC (Delaware)7 (0 voting ownership)

Ironshore Investment BL I Ltd. (Bermuda)7 (0 voting ownership)

MCF CLO IV LLC (Delaware)7 (NYLIC: 6.7%)

MCF CLO V LLC (Delaware)7 (NYLIC: 5%)

MCF CLO VI LLC (Delaware)7 (0 voting ownership)

MCF CLO VII LLC (f/k/a LMF WF Portfolio III, LLC) (Delaware)7 (0 voting ownership)

MCF CLO VIII Ltd. (Delaware) 7 (0 voting ownership)

 MCF CLO VIII LLC (Delaware)

MCF CLO IX Ltd. (Cayman Islands)7

 MCF CLO IX LLC (Delaware)

MCF KB Fund LLC (Delaware)7 (0 voting ownership)

MCF KB Fund II LLC (Delaware) 7 (0 voting ownership)

MCF Hyundai Fund LLC (Delaware) 7 (0 voting ownership)

MCF Senior Debt Fund–2020 LP7 (0 voting ownership)

Montpelier Carry Parent, LLC (Delaware)

Montpelier Carry, LLC (Delaware)

Montpelier GP, LLC (Delaware)

 Montpelier Fund, L.P. (Delaware)

MCF Mezzanine Carry I LLC (Delaware)9

MCF Mezzanine Fund I LLC (Delaware) (NYLIC: 66.66%; NYLIAC: 33.33%) (MCF is the manager)

MCF PD Fund GP LLC (Delaware)7

 MCF PD Fund LP (Delaware)7

MCF Senior Debt Fund 2019-I GP LLC (Delaware)7

 MCF Senior Debt Fund 2019-I LP (Delaware)7

Warwick Seller Representative, LLC (Delaware)

Young America Holdings, LLC (“YAH”) (Delaware) (36.35%)9

 YAC.ECOM Incorporated (Minnesota)

 Young America, LLC (“YALLC”) (Minnesota)

  Global Fulfillment Services, Inc. (Arizona)

  SourceOne Worldwide, Inc. (Minnesota)

  YA Canada Corporation (Nova Scotia, Canada)

GoldPoint Partners LLC (Delaware) (Merged into Apogem April 1, 2022)

   New York Life Capital Partners II, L.L.C. (Delaware)

   New York Life Capital Partners III GenPar GP, LLC (Delaware)

New York Life Capital Partners IV GenPar GP, LLC (Delaware)

  New York Life Capital Partners IV GenPar, L.P. (Delaware)

   New York Life Capital Partners IV, L.P. (Delaware)

GoldPoint Core Opportunities Fund, L.P. (Delaware Series LP)

GoldPoint Core Opportunities Fund II L.P. (Delaware Series LP)

GoldPoint Mezzanine Partners IV GenPar GP, LLC (Delaware)

  GoldPoint Mezzanine Partners IV GenPar, LP (Delaware)

   GoldPoint Mezzanine Partners Co-Investment Fund A, LP (Delaware)

   GoldPoint Mezzanine Partners IV, LP (Delaware) (“GPPIVLP”)

    GPP Mezz IV A Blocker LP (Delaware)(“GPPMBA”)


    GPP Mezz IV A Preferred Blocker LP (Delaware)

    GPP Mezz IV B Blocker LP (Delaware) (“GPPMBB”)

    GPP Mezz IV C Blocker LP (Delaware) (“GPPMBC”)

    GPP Mezz IV D Blocker LP (Delaware) (“GPPMBD”)

    GPP Mezz IV E Blocker LPP (Delaware)

GPP Mezz IV ECI Aggregator LP name change from GPP Mezzanine Blocker E, LP (Delaware)

    GPP Mezz IV F Blocker LP (Delaware)

    GPP Mezz IV G Blocker LP (Delaware)

    GPP Mezz IV H Blocker LP (Delaware)

    GPP Mezz IV I Blocker LP (Delaware)

  GoldPoint Mezzanine Partners Offshore IV, L.P. (Cayman Islands)

GoldPoint Partners Co-Investment V GenPar GP LLC (Delaware)

  GoldPoint Partners Co-Investment V GenPar, LP (Delaware)

   GoldPoint Partners Co-Investment Fund A, LP (Delaware)

   GoldPoint Partners Co-Investment V, LP (Delaware)**

GoldPoint Partners Co-Investment V ECI Blocker Holdco D, LP (Delaware)

     GPP V – ECI Aggregator LP (Delaware)

GPP V G Blocker Holdco LP (Delaware)

GoldPoint Partners Private Debt V GenPar GP, LLC (Delaware)

  GoldPoint Partners Private Debt Offshore V, LP (Cayman Island)

  GPP Private Debt V RS LP (Delaware)

  GoldPoint Partners Private Debt V GenPar GP, LP (Delaware)

   GoldPoint Partners Private Debt V, LP (Delaware)

    GPP PD V A Blocker LLC (Delaware)

     GPP Private Debt V-ECI Aggregator LP (Delaware)

GPP PD V B Blocker LLC (Delaware)

GPP PD V C Blocker LLC (Delaware)

GPP PD V D Blocker LLC (Delaware)

  GPP LuxCo V GP Sarl (Luxembourg)

  GPP Private Debt LuxCo V SCSp (Luxembourg)

GoldPoint Partners Select Manager III GenPar GP, LLC (Delaware)

  GoldPoint Partners Select Manager III GenPar, L.P. (Cayman Islands)

   GoldPoint Partners Select Manager Fund III, L.P. (Cayman Islands)

   GoldPoint Partners Select Manager Fund III AIV, L.P. (Delaware)

 GoldPoint Partners Select Manager IV GenPar GP, LLC (Delaware)

  GoldPoint Partners Select Manager IV GenPar, L.P. (Delaware)

   GoldPoint Partners Select Manager Fund IV, L.P. (Delaware)

GoldPoint Partners Select Manager V GenPar GP, LLC (Delaware)

  GoldPoint Partners Select Manager V GenPar, L.P. (Delaware)

   GoldPoint Partners Select Manager Fund V, L.P. (Delaware)

 GoldPoint Partners Canada V GenPar Inc. (New Brunswick, Canada)

  GoldPoint Partners Select Manager Canada Fund V, L.P. (Ontario, Canada)

GoldPoint Partners Canada III GenPar Inc. (Canada)

  GoldPoint Partners Select Manager Canada Fund III, L.P. (Canada)

GoldPoint Partners Canada IV GenPar Inc. (Canada)

  GoldPoint Partners Select Manager Canada Fund IV, L.P. (Canada)

GoldPoint Partners Co-Investment VI GenPar GP LLC (Delaware)

GoldPoint Partners Co-Investment VI GenPar, LP (Delaware)

GoldPoint Partners Co-Investment VI, LP (Delaware)

GPP VI - ECI Aggregator LP (Delaware)

GPP VI Blocker A LLC (Delaware)

GPP VI Blocker B LLC (Delaware)

GPP VI Blocker C LLC (Delaware)

GPP VI Blocker D LLC (Delaware)

GPP VI Blocker E LLC (Delaware)


GPP VI Blocker I LLC (Delaware)

   GPP Co-Invest VII GenPar, GP LLC (Delaware)

    GPP Co-Invest VII GenPar LP (Delaware)

     GoldPoint Partners Co-Investment VII, LP (Delaware)

   GoldPoint Private Credit GenPar GP, LLC (Delaware)

    GoldPoint Private Credit Fund, LP (Delaware) (GoldPoint: 100%)

 GoldPoint Partners Canada GenPar, Inc. (Canada)

NYLCAP Select Manager Canada Fund, LP (Canada)

NYLCAP Canada II GenPar Inc. (Canada)

  NYLCAP Select Manager Canada Fund II, L.P. (Canada)

   NYLIM Mezzanine Partners II GenPar GP, LLC (Delaware)

   NYLIM Mezzanine Partners II GenPar, LP (Delaware)

   NYLCAP Mezzanine Partners III GenPar GP, LLC (Delaware)

    NYLCAP Mezzanine Partners III GenPar, LP (Delaware)

     NYLCAP Mezzanine Partners III, LP (Delaware)**

NYLCAP Mezzanine Offshore Partners III, L.P. (Cayman Islands)

NYLCAP Select Manager GenPar GP, LLC (Delaware)

    NYLCAP Select Manager GenPar, LP (Delaware)

   NYLCAP Select Manager Fund, LP (Delaware)

  NYLCAP Select Manager Cayman Fund, LP (Cayman Islands)

   NYLCAP Select Manager II GenPar GP, LLC (Delaware)

    NYLCAP Select Manager II GenPar GP, L.P. (Cayman Islands)

     NYLCAP Select Manager Fund II, L.P. (Cayman Islands)**

NYLCAP India Funding LLC (Delaware)

NYLIM-JB Asset Management Co. (Mauritius) LLC (Mauritius) (24.66%)4

     New York Life Investment Management India Fund II, LLC (Mauritius)

New York Life Investment Management India Fund (FVCI) II, LLC (Mauritius)

   NYLCAP India Funding III LLC (Delaware)

    NYLIM-Jacob Ballas Asset Management Co. III, LLC (Mauritius) (24.66%)5

     NYLIM Jacob Ballas India Fund III (Mauritius) LLC

      NYLIM Jacob Ballas Capital India (FVCI) III (Mauritius) LLC

      NYLIM Jacob Ballas India (FII) III (Mauritius) LLC

  Evolvence Asset Management, Ltd. (Cayman Islands) (Goldpoint: 24.5%)

   EIF Managers Limited (Mauritius) (58.72%)

   EIF Managers II Limited (Mauritius) (55%)

  Tetra Opportunities Partners (Delaware) (DE Series) 

 PA Capital LLC (Delaware) (100%) (Merged into Apogem April 1, 2022)

   BMG PAPM GP, LLC (Delaware)

    BMG PA Private Markets (Delaware) LP (Delaware)

    BMG Private Markets (Cayman) LP (Cayman Islands)

   PACD MM, LLC (Delaware)

    PA Capital Direct, LLC (Delaware)7

   PA Credit Program Carry Parent, LLC (Delaware)

    PA Credit Program Carry, LLC (Delaware)

PACIF Carry Parent, LLC (Delaware)

    PACIF Carry, LLC (Delaware)

PACIF GP, LLC Delaware)

Private Advisors Coinvestment Fund, LP (Delaware)

   PACIF II GP, LLC Delaware)

Private Advisors Coinvestment Fund II LP (Delaware) 

   PACIF II Carry Parent, LLC (Delaware)

    PACIF II Carry, LLC (Delaware)

PACIF III GP, LLC (Delaware)

Private Advisors Coinvestment Fund III, LP (Delaware)

   PACIF III Carry Parent, LLC (Delaware)

    PACIF III Carry, LLC (Delaware)

   PACIF IV GP, LLC (Delaware)

    Private Advisors Coinvestment Fund IV, LP (Delaware)

   PACIF IV Carry Parent, LLC (Delaware)


4. NYLCAP Manager LLC owns 24.66% of the voting management shares. NYLCAP India Funding LLC owns 36% of non-voting carry shares.

5. NYLCAP Manager LLC owns 24.66% of the voting management shares. NYLCAP India Funding LLC owns 36% of non-voting carry shares.

    PACIF IV Carry, LLC (Delaware)

   PAMMF GP, LLC (Delaware)

    PA Middle Market Fund, LP (Delaware)

   PA Hedged Equity Fund, L.P. (Delaware)

Private Advisors Hedged Equity Fund (QP), L.P. (Delaware)

Private Advisors Hedged Equity Master Fund (Delaware)

   PASOF GP, LLC (Delaware)

    PA Strategic Opportunities Fund, LP (Delaware)

   PASCBF III GP, LLC (Delaware)

Private Advisors Small Company Buyout Fund III, LP (Delaware)

   PASCBF IV GP, LLC (Delaware)

Private Advisors Small Company Buyout Fund IV, LP (Delaware)

   PASCBF IV Carry Parent, LLC (Delaware)

    PASCBF IV Carry, LLC (Delaware)

   PASCBF V GP, LLC (Delaware)

Private Advisors Small Company Buyout Fund V, LP (Delaware)

Private Advisors Small Company Buyout V–ERISA Fund, LP (Delaware)

   PASCBF V Carry Parent, LLC (Delaware)

    PASCBF V Carry, LLC (Delaware)

  PASCPEF VI Carry Parent, LLC (Delaware)

    PASCPEF VI Carry, LLC (Delaware)

  PASCPEF VI GP, LLC (Delaware)

    Private Advisors Small Company Private Equity Fund VI, LP (Delaware)

    Private Advisors Small Company Private Equity Fund VI (Cayman), LP (Cayman Islands)

   PASCPEF VII GP, LLC (Delaware)

    Private Advisors Small Company Private Equity Fund VII, LP (Delaware)

    Private Advisors Small Company Private Equity Fund VII (Cayman), LP (Cayman Islands)

  PASCPEF VII Carry Parent, LLC (Delaware)

     PASCPEF VII Carry, LLC (Delaware)

   PASCPEF VIII GP, LLC (Delaware)

    Private Advisors Small Company Private Equity Fund VIII, LP (Delaware)

    Private Advisors Small Company Private Equity Fund VIII (Cayman), LP (Delaware)

   PASCPEF IX GP, LLC (Delaware)

    PA Small Company Private Equity Fund IX, LP (Delaware)

    PA Small Company Private Equity Fund IX, (Cayman), LP (Cayman Islands)

   APEF X GP, LLC (Delaware)

Apogem Private Equity Fund X, LP fka [PA] Private Equity Fund X, LP (Delaware)

  Cuyahoga Capital Partners IV Management Group LLC (Delaware)

    Cuyahoga Capital Partners IV LP (Delaware)

   Cuyahoga Capital Emerging Buyout Partners Management Group LLC (Delaware)

    Cuyahoga Capital Emerging Buyout Partners LP (Delaware)

   PA Real Assets Carry Parent, LLC (Delaware)

    PA Real Assets Carry, LLC (Delaware)

   PA Real Assets Carry Parent II, LLC (Delaware)

    PA Real Assets Carry II, LLC (Delaware)

   PA Emerging Manager Carry Parent, LLC (Delaware)

    PA Emerging Manager Carry, LLC (Delaware)

PA Emerging Manager Carry Parent II, LLC (Delaware)

    PA Emerging Manager Carry II, LLC (Delaware)

   RIC I GP, LLC (Delaware)

    Richmond Coinvestment Partners I, LP (Delaware)

   RIC I Carry Parent, LLC (Delaware)

    RIC I Carry, LLC (Delaware)

   PASF V GP, LLC (Delaware)

    Private Advisors Secondary Fund V, LP (Delaware)

   PASF V Carry Parent, LLC (Delaware)

    PASF V Carry, LLC (Delaware)

   PASF VI GP, LLC (Delaware)

    PA Secondary Fund VI, LP (Delaware)

    PA Secondary Fund VI Coinvestments, LP (Delaware) (68.14%)


    PA Secondary Fund VI (Cayman), LP (Cayman Islands) (68.14%)

   PARAF GP, LLC (Delaware)

    Private Advisors Real Assets Fund, LP (Delaware)

   PARAF Carry Parent, LLC (Delaware)

    PARAF Carry, LLC (Delaware)

   PASCCIF GP, LLC (Delaware)

    Private Advisors Small Company Coinvestment Fund, LP (Delaware)

    Private Advisors Small Company Coinvestment Fund-ERISA, LP (Delaware)

   PASCCIF II GP, LLC (Delaware)

    PA Small Company Coinvestment Fund II, LP (Delaware)

    PA Small Company Coinvestment Fund II (Cayman), LP (Cayman Islands)

   PASCCIF Carry Parent, LLC (Delaware)

    PASCCIF Carry, LLC (Delaware)

   PARAF II GP, LLC (Delaware)

    Private Advisors Real Assets Fund II, LP (Delaware)

   PARAF III GP, LLC (Delaware)

    PA Real Assets Fund III, LP (Delaware)

   Private Advisors Hedged Equity Fund, Ltd. (Cayman Islands) (0%)

   Private Advisors Hedged Equity Fund (QP), Ltd. (Cayman Islands) (0%)

Private Advisors Hedged Equity Master Fund, Ltd. (Cayman Islands) (owned by two funds above)

   SAF GP LLC (Delaware)

    Social Advancement Fund, LP (Delaware)

   WTP GP, LLC (Delaware)

West Tower Partners, LP (Delaware)

   West Tower Partners, Ltd. (Cayman Islands)8

    West Tower Partners SPC (Cayman Islands)

   Washington Pike GP, LLC (Delaware)

    Washington Pike, LP (Delaware)

   RidgeLake Partners GP, LLC (Delaware)

    RidgeLake Partners, LP (Delaware)

NYLCAP Holdings (Mauritius) (Mauritius)

 Jacob Ballas Capital India PVT. Ltd. (Mauritius) (23.30%)

 Industrial Assets Holdings Limited (Mauritius) (28.02%)

 JB Cerestra Investment Management LLP (Mauritius)

NYLIM Service Company LLC (Delaware)

NYL Workforce GP LLC (Delaware)

 New York Life Investment Management LLC (Delaware)

NYLIM Fund II GP, LLC (Delaware)

  NYLIM-TND, LLC (Delaware)

 New York Life Investment Management Hong Kong Limited (China)

 WFHG GP, LLC (Delaware) (50%)

   Workforce Housing Fund I-2007 LP (Delaware) (50%)

IndexIQ Holdings Inc. (Delaware) (“IQ Holdings”)

IndexIQ LLC (Delaware) (NYLIMH: 74.37%, IQHoldings: 25.63%)

 IndexIQ Advisors LLC (Delaware)

 IndexIQ Active ETF Trust (Delaware)7 (NYLIAC: 98.5%)

  IQ MacKay Shields Municipal Insured ETF (NYL: 0.00%)

  IQ MacKay Shields Municipal Intermediate ETF (NYL: 0.00%)

  IQ Ultra Short Duration ETF (NYL: 0.00%)

  IQ MacKay ESG Core Plus Bond ETF (NYLIAC: 95.02%)

  IQ MacKay California Municipal Intermediate ETF (NYLIM: 49.01%, NYLIAC: 50%)

 IndexIQ ETF Trust (Delaware) (NYLIC: 10.2%)

  IQ 50 Percent Hedged FTSE International ETF (NYLIM: 48.91%)

  IQ 500 International ETF (NYLIM: 98.86%)

  IQ Chaikin US Large Cap ETF (NYLIM: 98.04%)

  IQ Chaikin US Small Cap ETF (NYLIM: 80.25%)

  IQ Clean Oceans ETF (NYLIAC: 94.85%)

  IQ Cleaner Transport ETF (NYLIAC: 75.90%)

  IQ Engender Equality ETF (NYLIAC: 66.69%)

  IQ Global Agribusiness Small Cap ETF (NYL: 0.00%)

  IQ Global Resources ETF (NYLIM: (NYL: 0.00%)

  IQ Healthy Hearts ETF (NYLIAC: 79.77%)

  IQ Hedge Event-Driven Tracker ETF (NYL: 0.00%)

  IQ Hedge Long/Short Tracker ETF (NYL: 0.00%)


  IQ Hedge Macro Tracker ETF (NYL: 0.00%)

  IQ Hedge Market Neutral Tracker ETF (NYL: 0.00%)

  IQ Hedge Multi-Strategy Tracker ETF (NYL: 0.00%)

  IQ Merger Arbitrage ETF (NYL: 0.00%)

  IQ Real Return ETF (NYL: 0.00%)

  IQ S&P High Yield Low Volatility Bd ETF (NYLIM: 54.57%)

  IQ US Real Estate Small Cap ETF (NYL: 0.00%)

  IQ Candriam ESG International Equity ETF (NYLIM: 95.09%)

  IQ Candriam ESG US Equity ETF (NYLIM: 88.54.%)

New York Life Investment Management Holdings International (Luxembourg)

 New York Life Investment Management Holdings II International (Luxembourg)

Candriam Group (“CG”) (Luxembourg)

 CGH UK Acquisition Company Limited (UK)

  Tristan Capital Partners Holdings Limited (England & Wales) (49%)

   Tristan Capital Holdings Limited (England & Wales)

   Tristan Capital Partners LLP (England & Wales)

   EPISO 4 Co-Investment LLP (England & Wales)(50%, Tristan Capital Partners LLP 50%)

    EPISO 4 (GP) LLP (England & Wales) 16%)(5 individual members)

EPISO 4 Incentive Partners LLP (England & Wales)(4.7%)(18 Individual members and three corporate members)

CCP 5 Co-Investment LLP (England & Wales)(50%, Tristan Capital Partners LLP 50%)

      Tristan Capital Limited (England & Wales)

       Tristan Capital Partners LLP (England & Wales)(92%)(25 individual members)

        CCP III Co-Investment (GP) Limited (Scotland)

         CCP III Co-Investment LP (Scotland)

         CCP IV Co-Investment LP (Scotland)

        CCP III (GP) LLP (England & Wales)(50%)

        CCP III Incentive Partners (GP) Limited (Scotland)

         CCP III Incentive Partners LP (Scotland)

         CCP IV Incentive Partners LP (Scotland)

        Curzon Capital Partners III (GP) Limited (England & Wales)

         CCP III (GP) LLP (England & Wales)(50%)

        EPISO 3 Co-Investment (GP) Limited (Scotland)

         EPISO 3 Co-Investment LP (Scotland)

        EPISO 3 Incentive Partners (GP) Limited (Scotland)

         EPISO 3 Incentive Partners LP (Scotland)

        EPISO 3 IOM Limited (Isle of Man)

        CCP IV (GP) LLP (England & Wales) (50%)

        Curzon Capital Partners IV (GP) Limited (England & Wales)

        CCP 5 GP LLP (England & Wales)(33%)(2 individual members)

        CCP 5 Pool Partnership GP Limited (Jersey)

         CCP 5 Pool Partnership SLP (Jersey)

        Tristan Capital Partners Asset Management Limited (England & Wales)

TCP Poland Spolka z ograniczoną odpowiedzialnoscią (Poland)

        TCP Co-Investment (GP) S.à.r.l. (Luxembourg)

         TCP Co-Investment SCSP (Luxembourg)

         TCP Incentive Partners SCSP (Luxembourg)

        TCP Incentive Partners (GP) S.à.r.l. (Luxembourg)

German Property Performance Partners Investors Feeder Verwaltungs GmbH (Germany)

        EPISO 4 (GP) S.à.r.l. (Luxembourg)

        EPISO 4 (GP) II S.à.r.l. (Luxembourg)

     Tristan (Holdings) Limited (England & Wales) (40%) (10 shares held by an individual)

      EPISO 3 Feeder (GP) Limited (Scotland) (40%)

      CCP V Feeder (GP) LLP (England & Wales) (40%) (2 individual members)

      EPISO 4 Feeder (GP) LLP (England & Wales) (40%) (2 individual members)

      CCP 5 Feeder LLP (England & Wales) (33%) (40%) (2 individual members)

      Tristan Global Securities GP Limited (Cayman Islands) (40%)

       Tristan Global Securities LP (Cayman Islands) (40%)


KTA Holdco (Luxembourg) (CANLUX: 66.67%, Apogem: 33.33%)

Kartesia Management SA (Luxembourg) (33%)

 Kartesia UK Ltd. (UK)

 Kartesia Belgium (Belgium)

 Kartesia Credit FFS (France)

 Kartesia GP III (Luxembourg)

  Kartesia Credit Opportunities III S.C.A., SICAV-SIF (Luxembourg)

   Kartesia Securities (Luxembourg)

   Kartesia III Topco S.ẚ.r.l. (Luxembourg)

 Kartesia GP IV (Luxembourg)

  Kartesia Credit Opportunities IV SCS SICAV-SIF (Luxembourg)

   Kartesia Securities IV (Luxembourg)

   Kartesia Securities IV Topco S.ẚ.r.l. (Luxembourg)

 Kartesia Master GP (Luxembourg)

  Kartesia Credit Opportunities V Feeder SCS (Luxembourg)

  Kartesia Senior Opportunities I SCS, SICAV-RAIF (Luxembourg)

   KASS Unleveled S.ẚ.r.l. (Luxembourg)

    KSO I Topco S.ẚ.r.l. (Luxembourg)

  Kartesia Credit Opportunities V SCS (Luxembourg)

   Kartesia Securities V S.ẚ.r.l. (Luxembourg)

Candriam Luxco S.a.r.l. (Luxembourg) (“CANLUXS”)

 Candriam Luxembourg (Luxembourg) (”CANLUX”) (CG: 90.453%; 1 share held by CANLUXS)

   Candriam Luxembourg Italy Branch

   Candriam Luxembourg UK Establishment

   Candriam Luxembourg Germany Branch

   Candriam Luxembourg US Branch

   Candriam Luxembourg Spain Branch

   Candriam Luxembourg Netherlands Branch

   Candriam Luxembourg MENA Branch (Dubai, UAE)

Candriam Belgium (Belgium) (“CANBEL”) (100%)

Candriam France (France) (”CANFR”)

Candriam Monétaire SICAV (France) (CANBEL: 2.84%; CANFR: 2.36%, CIG: 0.01%)

Candriam Switzerland LLC (Switzerland)

Candriam GP (Luxembourg)

Belfius Fund (Luxembourg) (SICAV with Board controlled by Candriam)

 Belfius Fund Belgian Small & Mid Caps (0.00%)

Belfius Equities (Belgian) (0.00%)

BIL Invest (Luxembourg) (0.00%)

BlueOrchard Microfinance Fund (Luxembourg) (0.00%)

Cordius (Luxembourg) (CANLUX: 4.72%, CANBEL: 4.89%)

Cordius CIG (“CIG”) (CANBEL: 50.88%, CANLUX: 49.12%)

Candriam Absolute Return (Luxembourg) (CIG: 1.25%)

Candriam Absolute Return Equity Market Neutral (Lux) (CIG: 1.25%)

Candriam Alternative (Luxembourg) (CANLUX: 100%)

Candriam Alternative Systemat (CANLUX: 100%)

Candriam Bonds (Luxembourg) (NYLIAC: 0.20%)

 Candriam Bonds Capital Securities (CIG: 0.01%)

Candriam Bonds Convertible Defensive (0.00%)

Candriam Bonds Convertible Opportunities (0.00%)

Candriam Bonds Credit Alpha (NYLIAC:22.71%; CIG: 0.01%)

Candriam Bonds Credit Opportunities (0.00%)

Candriam Bonds Emerging Debt Local Currencies (CIG: 0.02)

Candriam Bonds Emerging Markets (0.00%)

Candriam Bonds Emerging Markets Corporate (0.00%)

Candriam Bonds Emerging Markets Total Return (0.00%)

Candriam Bonds Euro (0.00%)

Candriam Bonds Euro Corporate (0.00%)

Candriam Bonds Euro Corporate Financials (0.00%)

Candriam Bonds Euro Diversified (0.00%)

Candriam Bonds Euro Government (0.00%)

Candriam Bonds Euro High Yield (0.00%)

Candriam Bonds Euro Short Term (0.00%)

Candriam Bonds Euro Long Term (CIG: 0.02%)

Candriam Bonds Floating Rate Notes (0.00%)


Candriam Bonds Global Government (0.00%)

Candriam Bonds Global High Yield (0.00%)

Candriam Bonds Global Inflation Short Duration (0.00%)

Candriam Bonds Global Sovereign Quality (CIG: 0.01%)

Candriam Bonds International (CIG: 0.02%)

Candriam Bonds Total Return (0.00%)

Candriam Bonds Total Return Defensive (0.00%)

     Candriam Business Equities (Belgium) (0.00%)

      Candriam Business Equities EMU (0.00%)

      Candriam Business Equities Global Income (0.00%)

     Candriam Diversified Futures (CIG: 2.49%)

     Candriam Equities L (Luxembourg) (NYLIAC: 0.09%)

      Candriam Equities L Asia (0.00%)

      Candriam Equities L Australia (0.00%)

      Candriam Equities L Biotechnology (0.00%)

      Candriam Equities L Emerging Markets (0.00%)

      Candriam Equities L EMU Innovation (CIG: 0.01%)

      Candriam Equities L Europe Conviction (CIG: 0.01%)

      Candriam Equities L Europe Innovation (0.00%)

      Candriam Equities L Europe Optimum Quality (0.00%)

      Candriam Equities L Small and Mid Caps (0.00%)

      Candriam Equities L Global Demography (0.00%)

      Candriam Equities L Japan (0.00%)

      Candriam Equities L Life Care (CIG: 0.00%)

      Candriam Equities L Oncology Impact (0.00%)

      Candriam Equities L Risk Arbitrage Opportunities (NYLIAC: 13.58 %, CIG: 0.01%)

      Candriam Equities L Robotics & Innovation Technology (0.00%)

     Candriam Fund (Luxembourg) (0.00%)

      Candriam Fund Sustainable Euro Corporate Bonds Fossil Free (0.00%)

      Candriam Fund Sustainable European Equities Fossil Free (0.00%)

     Candriam GF (Luxembourg) (NYLIAC: 50.69%; CIG: 0.02%)

      Candriam GF AUSBIL Global Essential Infrastructure (NYLIAC: 77.09%, CIG: 0.02%)

      Candriam GF Short Duration US High Yield Bonds (0.00CIG: 0.13%)

      Candriam GF U.S. Equity Opportunities (0.00%)

      Candriam GF US Corporate Bonds (NYLIAC: 96.33%)

Candriam GF US High Yield Corporate Bonds (NYLIAC: 34.53%, CIG: 0.02%)

     Candriam Global Alpha (Luxembourg) (CIG: 0.31%)

     Candriam Impact One (Luxembourg) (NYLIAC: 32.79%)

     Candriam Index Arbitrage (Luxembourg) (0.00%)

     Candriam L (Luxembourg) (00%, CIG: .06%)

      Candriam L Balanced Asset Allocation (0.00%)

      Candriam L Conservative Asset Allocation (0.00%)

      Candriam, L Defensive Asset Allocation (CIG: 0.06%)

      Candriam L Dynamic Asset Allocation (CIG: 4.45%)

      Candriam L Multi-Asset Income (0.00%)

      Candriam L Multi-Asset Income & Growth (CIG: 0.01%)

      Candriam L Multi-Asset Premia (CIG: 0.03%)

     Candriam Long Short Credit (0.00%)

     Candriam M (CIG: 0.03%)

      Candriam M Global Trading (CIG: 0.03%)

      Candriam M Impact Finance (CIG: 0.03%)

      Candriam M Multi Strategies (CIG: 0.04%)

     Candriam MM Multi Strategies (France) (CIG: 0.00%)

     Candriam Money Market (Luxembourg) (0.00%)

      Candriam Money Market Euro (0.00%)

Candriam Money Market Euro AAA (0.00%)

      Candriam Money Market Usd Sustainable (0.00%)

Candriam Multi-Strategies (Luxembourg) (CANBEL 16.51%, CANFR: 25.32%, CANLUX: 58.14%, CIG: 0.01%)

Candriam Patrimoine Obli-Inter (France) (0.00%)

     Candriam Quant (Luxembourg) (0.00%)

      Candriam Quant Equities Europe (0.00%)

      Candriam Quant Equities Multi-Factor EMU (CIG: 0.06%)


      Candriam Quant Equities Multi-Factor Global (CIG: 0.01%)

Candriam Quant Equities USA (CIG 0.01%)

     Candriam Risk Arbitrage (Luxembourg) (0.00%)

     Candriam SRI (Luxembourg) (0.00%)

      Candriam SRI Bond Emerging Markets (CANLUX: 0.01%)

Candriam SRI Bond Euro (CANLUX: 0.04%)

Candriam SRI Bond Euro Aggregate Index (CIG: 0.01%)

Candriam SRI Bond Euro Corporate (CANLUX: 0.03%)

Candriam SRI Bond Euro Short Term (0.00%)

Candriam SRI Bond Global (0.00%)

Candriam SRI Bond Global High Yield (CANLUX: 0.02%)

Candriam SRI Defensive Asset Allocation (0.00%)

Candriam SRI Equity Circular Economy (CIG: 0.01)

Candriam SRI Equity Climate Action (0.00%)

Candriam SRI Equity Emerging Markets (CANLUX: 0.01%)

Candriam SRI Equity EMU (CANLUX: 0.02%)

Candriam SRI Equity Europe (CANLUX: 0.01%)

Candriam SRI Equity North America (CANLUX: 0.01%)

Candriam SRI Equity Pacific (0.01%)

Candriam SRI Equity World (CANLUX: 0.01%)

Candriam SRI Money Market Euro (0.00%)

     Candriam Sustainable (Luxembourg) (NYLIAC: 0.11%, CIG: 0.02%)

      Candriam Sustainable Bond Emerging Markets (0.00%)

      Candriam Sustainable Bond Euro (0.00)

      Candriam Sustainable Bond Euro Aggregate Index (0.00%)

      Candriam Sustainable Bond Euro Corporate (0.00%)

      Candriam Sustainable Bond Euro Short Term (0.00%)

      Candriam Sustainable Bond Global (CIG: 0.01%)

      Candriam Sustainable Bond Global High Yield (0.00%)

      Candriam Sustainable Bond Impact (NYLIAC: 46.12%, CIG: 0.01%)

      Candriam Sustainable Defensive Asset Allocation (0.00%)

      Candriam Sustainable Equity Children (CIG: 3.24%)

      Candriam Sustainable Equity Circular Economy (0.00%)

      Candriam Sustainable Equity Climate Action (0.00%)

      Candriam Sustainable Equity Emerging Markets (0.00%)

      Candriam Sustainable Equity EMU (0.00%)

      Candriam Sustainable Equity Europe (0.00%)

      Candriam Sustainable Equity Europe Small & Mid Caps (0.00%)

      Candriam Sustainable Equity Future Mobility (CIG: 0.01%)

      Candriam Sustainable Equity North America (0.00%)

      Candriam Sustainable Equity Pacific (0.00%)

      Candriam Sustainable Equity US (0.00%)

      Candriam Sustainable Equity World (0.00%)   

Candriam Sustainable Money Market Euro (0.00%)

     Candriam World Alternative (Luxembourg) (NYLIAC: 32.40%)

      Candriam World Alternative Alphamax (NYLIAC: 32.94%)

     Cleome Index (Luxembourg) (0.00%)   

      Cleome Index EMU Equities (0.00%)

Cleome Index Euro Corporate Bonds (0.00%)

Cleome Index Euro Government Bonds (0.00%)

Cleome Index Euro Long Term Bonds (0.05%)

Cleome Index Euro Short Term Bonds (0.00%)

Cleome Index Europe Equities (0.00%)

Cleome Index Global Equities (CIG: 0.09%)

Cleome Index USA Equities (0.00%)

Cleome Index World Equities (CIG: 0.01%)

     Paricor (CIG: 0.06%)

      Paricor Patrimonium (CIG: 0.07%)

     IndexIQ (CIG: 27%)

      IndexIQ Factors Sustainable Corporate Euro Bond (CIG: 19%)

      IndexIQ Factors Sustainable EMU Equity (CIG: 3.49%)

IndexIQ Factors Sustainable Europe Equity (CIG: 13%)

      IndexIQ Factors Sustainable Japan Equity (CIG: 13%)

      IndexIQ Factors Sustainable Sovereign Euro Bond (CIG: 52%)

Ausbil Investment Management Limited (Australia) (“AUSBIL”) (79.22%)


 Ausbil Australia Pty. Ltd. (Australia)

 Ausbil Asset Management Pty. Ltd. (Australia)

 Ausbil Global Infrastructure Pty. Limited (Australia) (55%) (45% owned by 4 employees)

    ISPT Holding (Australia) (.037%)

    Ausbil Investment Management Limited Employee Share Trust (Australia) (Ausbil: 100%)

Ausbil 130/30 Focus Fund (Australia)6

6. Registered Managed Investment Scheme of which Ausbil Investment Management Limited is the sole Responsible Party

    Ausbil Active Sustainable Equity Fund (Australia) (NYLIAC 13.40%) (Ausbil has sole authority over fund)

Ausbil Australian Active Equity Fund (Australia)

    Ausbil Australian Concentrated Equity Fund (Australia)

    Ausbil Australian Emerging Leaders Fund (Australia)

    Ausbil Australian Geared Equity Fund (Australia)

Ausbil Australian Smallcap Fund (Australia)

Ausbil Balanced Fund (Australia)

    Ausbil EGS Focus Fund (Australia)

    Ausbil Global Essential Infrastructure Fund (Australia) (NYLIAC: 18.53%) 

    Ausbil IT - Ausbil Global SmallCap Fund (Australia) (NYLIAC: 30.34%)

Ausbil IT - MacKay Shields Multi-Sector Bond Fund (Australia) (NYLIAC: 98.09%)

    Ausbit IT – Ausbil Long Short Focus Fund (Australia) (NYLIAC: 14.40%)

NYLIFE Distributors LLC (Delaware)

Flatiron RR LLC (Delaware)

Flatiron CLO 2013-1-Ltd. (Cayman Islands) (NYL: 0%) (NYLIC: 25% equity)

Flatiron CLO 2015-1 Ltd. (Cayman Islands) (NYL: 0%) (NYL Investors Approx. 59.155% Equity)

Flatiron CLO 17 Ltd. (Cayman Islands) (NYL: 0%) (NYLIC: 4.09% debt, NYL Investors 54% equity)

Flatiron CLO 18 Ltd. (Cayman Islands) (NYL: 0%) (NYL Investors 100% Equity)

Flatiron CLO 19 Ltd. (Cayman Islands) (NYL: 0%)

Flatiron CLO 20 Funding Ltd. (Cayman Islands) (NYL: 0%) (NYL Investors 62% Equity)

Flatiron CLO 21 Ltd. (Cayman Islands) NYL: 0%)

Flatiron RR CLO 22 LLC (Cayman Islands) NYL: 0%)

Flatiron CLO 23 Ltd. (Cayman Islands) (NYL: 0%)

Flatiron CLO 23 LLC (Delaware)

Flatiron RR CLO 24 Ltd. (Cayman Islands) (NYL: 0%)

Flatiron RR LLC, Manager Series (Delaware Series LLC) (Series A)

Flatiron RR LLC, Retention Series (Delaware Series LLC) (Series B)

Stratford CDO 2001-1 Ltd. (Cayman Islands)

NYLIFE LLC (Delaware)

Eagle Strategies LLC (Delaware)

Fabric of Family LLC (Delaware)

New York Life Capital Corporation (Delaware)

New York Life Trust Company (New York)

NYLIFE Securities LLC (Delaware)

NYLINK Insurance Agency Incorporated (Delaware)

NYLUK I Company (United Kingdom)

  NYLUK II Company (United Kingdom)

   Gresham Mortgage (United Kingdom)

   W Construction Company (United Kingdom)

   WUT (United Kingdom)

   WIM (AIM) (United Kingdom)

Silver Spring, LLC (Delaware)

 Silver Spring Associates, L.P. (Pennsylvania)

SCP 2005-C21-002 LLC (Delaware)

SCP 2005-C21-003 LLC (Delaware)

SCP 2005-C21-006 LLC (Delaware)

SCP 2005-C21-007 LLC (Delaware)

SCP 2005-C21-008 LLC (Delaware)

SCP 2005-C21-009 LLC (Delaware)

SCP 2005-C21-017 LLC (Delaware)

SCP 2005-C21-018 LLC (Delaware)

SCP 2005-C21-021 LLC (Delaware)


SCP 2005-C21-025 LLC (Delaware)

SCP 2005-C21-031 LLC (Delaware)

SCP 2005-C21-036 LLC (Delaware)

SCP 2005-C21-041 LLC (Delaware)

SCP 2005-C21-043 LLC (Delaware)

SCP 2005-C21-044 LLC (Delaware)

SCP 2005-C21-048 LLC (Delaware)

SCP 2005-C21-061 LLC (Delaware)

SCP 2005-C21-063 LLC (Delaware)

SCP 2005-C21-067 LLC (Delaware)

SCP 2005-C21-069 LLC (Delaware)

SCP 2005-C21-070 LLC (Delaware)

NYMH-Ennis GP, LLC (Delaware)

 NYMH-Ennis, L.P. (Texas)

NYMH-Freeport GP, LLC (Delaware)

 NYMH-Freeport, L.P. (Texas)

NYMH-Houston GP, LLC (Delaware)

 NYMH-Houston, L.P. (Texas)

NYMH-Plano GP, LLC (Delaware)

 NYMH-Plano, L.P. (Texas)

NYMH-San Antonio GP, LLC (Delaware)

NYMH-San Antonio, L.P. (Texas)

NYMH-Stephenville GP, LLC (Delaware)

 NYMH-Stephenville, L.P. (Texas)

NYMH-Taylor GP, LLC (Delaware)

 NYMH-Taylor, L.P. (Texas)

NYMH-Attleboro MA, LLC (Delaware)

NYMH-Farmingdale, NY LLC (Delaware)

NYLMDC-King of Prussia GP, LLC (Delaware)

 NYLMDC-King of Prussia Realty, LP (Delaware)

REEP-HOS Salisbury Square TAF LLC (Delaware)

 REEP-DRP Salisbury Square Hotel Tab JV LLC (Delaware)

  Salisbury Square Hotel (Delaware)

REEP-MF Salisbury Square Tower One TAF LLC (Delaware)

 REEP-DRP Salisbury Square Tower One TAB JV LLC

  Salisbury Square Tower One LLC (Delaware)

REEP-MF Salisbury Square Tower Two TAF LLC (Delaware)

 REEP-DRP Salisbury Square Tower Two TAB JV LLC (Delaware)

  Salisbury Square Tower Two (Delaware)

REEP-MF Salisbury Square TAF LLC (Delaware)

REEP-DRP Salisbury Square Residential TAB JV LLC (Delaware)

  Salisbury Square Residential LLC (Delaware)

NYLife Real Estate Holdings LLC (Delaware)

 Huntsville NYL LLC (Delaware)

 CC Acquisitions, LP (Delaware)

 REEP-IND Cedar Farms TN LLC (Delaware)

 REEP-IND Continental NC LLC (Delaware)

  LRC-Patriot, LLC (Delaware) (93%)

   REEP-LRC Industrial LLC (Delaware)

REEP-IND Forest Park NJ LLC (Delaware)

 FP Building 4 LLC (Delaware)

 FP Building 1-2-3 LLC (Delaware)

 FP Building 17, LLC (Delaware)

 FP Building 20, LLC (Delaware)

 FP Mantua Grove LLC (Delaware)

 FP Lot 1.01 LLC (Delaware)

REEP-IND NJ LLC (Delaware)

 NJIND JV LLC (Delaware) (93%)


  NJIND Hook Road LLC (Delaware)

  NJIND Bay Avenue LLC (Delaware)

  NJIND Bay Avenue Urban Renewal LLC (Delaware)

  NJIND Corbin Street LLC (Delaware)

REEP-MF Cumberland TN LLC (Delaware)

 Cumberland Apartments, LLC (Tennessee)

REEP-MF Enclave TX LLC (Delaware)

REEP-MF Marina Landing WA LLC (Delaware)

 REEP-SP Marina Landing LLC (Delaware) (98%)

REEP-MF Mira Loma II TX LLC (Delaware)

 Mira Loma II, LLC (Delaware) (50%)

 REEP-MF Summitt Ridge CO LLC (Delaware)

 REEP-MF Woodridge IL LLC (Delaware)

 REEP-OF Centerpointe VA LLC (Delaware)

  Centerpointe (Fairfax) Holdings LLC (Delaware) (50%)

 REEP-OFC 575 Lex NY LLC (Delaware)

 REEP-OFC 575 Lex NY GP LLC (Delaware)

  Maple REEP-OFC 575 Lex Holdings LP (Delaware) (50%)

  Maple REEP-OFC 575 Lex Owner LLC (Delaware) (50%)

 REEP-RTL SASI GA LLC (Delaware)

 REEP-RTL Bradford PA LLC (Delaware)

 REEP-OFC Royal Centre GA LLC (Delaware)

 REEP-RTL CTC NY LLC (Delaware)

 REEP-OFC 5005 LBJ Freeway TX LLC (Delaware) (97%)

  5005 LBJ Tower LLC (Delaware) (97%)

  REEP-OFC/RTL MARKET ROSS TX LLC (Delaware)

  MARKET ROSS TX JV LLC (Delaware) (98.7%)

   MARKET ROSS TX GARAGE OWNER LLC (Delaware)

   MARKET ROSS TX OFFICE OWNER LLC (Delaware)

   MARKET ROSS TX RETAIL OWNER LLC (Delaware)

 REEP-OFC Mallory TN LLC (Delaware)

  3665 Mallory JV LLC (Delaware) (90.9%)

REEP-OFC WATER RIDGE NC LLC (Delaware)

REEP-OFC Viridian AZ LLC (Delaware)

 REEP-Hines Viridian JV LLC (Delaware) (73.0309%)

REEP-OFC 2300 Empire LLC (Delaware)

REEP-MF Wynnewood PA LLC (Delaware)

 Wynnewood JV LLC (Delaware) (100%)

REEP-MU Fayetteville NC LLC (100%) (Delaware)

 501 Fayetteville JV LLC (85%) (Delaware)

  501 Fayetteville Owner LLC (Delaware) (100%)

REEP-MU SOUTH GRAHAM NC LLC (Delaware)

 401 SOUTH GRAHAM JV LLC (Delaware) (90%)

  401 SOUTH GRAHAM OWNER LLC (Delaware)

REEP-IND COMMERCE CITY CO LLC (Delaware)

 REEP-BRENNAN COMMERCE CITY JV LLC (Delaware)

REEP-MF ART TOWER OR LLC (Delaware)

 REEP-WP ART TOWER JV LLC (Delaware)

REEP-OFC Mass Ave MA LLC (Delaware)

REEP-MF FARMINGTON IL LLC (Delaware)

 REEP-MARQUETTE FARMINGTON JV LLC (Delaware) (90%)

  REEP-MARQUETTE FARMINGTON OWNER LLC (Delaware)

REEP-MF BELLEVUE STATION WA LLC (Delaware)

 REEP-LP BELLEVUE STATION JV LLC (Delaware)

REEP-HINE ENCLAVE POINT AZ LLC (Delaware)

 REEP-HINES ENCLAVE POINT JV LLC (Delaware) (50%)

REEP-MF WILDHORSE RANCH TX LLC (Delaware

 REEP-WP WILDHORSE RANCH JV LLC (Delaware)

2015 DIL PORTFOLIO HOLDINGS LLC (Delaware) (NYLIC: 100%)

 PA 180 KOST RD LLC (Delaware)

2017 CT REO HOLDINGS LLC (Delaware) (NYLIC: 62.307692%; NYLIAC: 37.692308%)

Cortlandt Town Center LLC (Delaware)

REEP-HZ SPENCER LLC (Delaware)

REEP-IND 10 WEST AZ LLC (Delaware)

REEP-IND 4700 Nall TX LLC (Delaware)


REEP-IND Aegean MA LLC (Delaware)

REEP-IND Alpha TX LLC (Delaware)

REEP-IND MCP VIII NC LLC (Delaware)

REEP-IND CHINO CA LLC (Delaware)

REEP-IND FRANKLIN MA HOLDER LLC (Delaware)

REEP-IND FREEDOM MA LLC (Delaware)

REEP-IND Fridley MN LLC (Minnesota)

REEP-IND Green Oaks IL LLC (Delaware)

REEP-IND Kent LLC (Delaware)

REEP-IND LYMAN MA LLC (Delaware)

REEP- IND MCP II NC LLC (Delaware)

REEP- IND MCP III NC LLC (Delaware)

REEP- IND MCP IV NC LLC (Delaware)

REEP- IND MCP V NC LLC (Delaware)

REEP- IND MCP VII NC LLC (Delaware)

REEP-INC MCP III OWNER NC LLC (Delaware)

REEP-IND RTG NC LLC (Delaware)

REEP-IND Valley View TX LLC (Delaware)

REEP-IND Valwood TX LLC (Delaware)

REEP-MF 960 East Paces Ferry GA LLC (Delaware)

REEP-MF 960 EPF Opco GA LLC (Delaware)REEP-MF Emblem DE LLC (Delaware)

REEP-MF Gateway TAF UT LLC (Delaware) (NYLIC: 99%, NYLIAC: 1%)

 REEP-WP Gateway TAB JV LLC (Delaware) (LLC: 99%, NYLIAC: 1%)

REEP-MF Issaquah WA LLC (Delaware)

REEP-MF Mount Vernon GA LLC (Delaware)

REEP-MF Mount Laurel NJ LLC (Delaware)

REEP-MF NORTH PARK CA LLC (Delaware)

REEP-MF AVERY TX LLC (Delaware)

 REEP-AVERY OWNER LLC (Delaware)

REEP-MF Verde NC LLC (Delaware)

REEP-MF Wallingford WA LLC (Delaware)

REEP-MF STEWART AZ OLDER LLC (Delaware)

REEP-MF STEWART AZ (Delaware)

REEP-OFC Bellevue WA LLC (Delaware)

REEP-OFC Financial Center FL LLC (Delaware)

REEP-OFC WATER RIDGE NC HOLDCO LLC (Delaware)

REEP-OFC ONE WATER RIDGE NC LLC (Delaware)

REEP-OFC TWO WATER RIDGE NC LLC (Delaware)

REEP-OFC FOUR WATER RIDGE NC LLC (Delaware)

REEP-OFC FIVE WATER RIDGE NC LLC (Delaware)

REEP-OFC SIX WATER RIDGE NC LLC (Delaware)

REEP-OFC SEVEN WATER RIDGE NC LLC (Delaware)

REEP-OFC EIGHT WATER RIDGE NC LLC (Delaware)

REEP-OFC NINE WATER RIDGE NC LLC (Delaware)

REEP-OFC TEN WATER RIDGE NC LLC (Delaware)

REEP-OFC ELEVEN WATER RIDGE NC LLC (Delaware)

REEP-MF FOUNTAIN PLACE MN LLC (Delaware)

 REEP-MF FOUNTAIN PLACE LLC (Delaware)

REEP-MF Park-Line FL LLC (Delaware)

REEP-OFC 2300 Empire CA LLC (Delaware)

REEP-IND 10 WEST II AZ LLC (Delaware)

REEP-RTL Flemington NJ LLC (Delaware)

REEP-RTL Mill Creek NJ LLC (Delaware)

REEP-RTL NPM GA LLC (Delaware)

REEP-OFC 515 Post Oak TX LLC (Delaware) (NYLIC: 65%, NYLIAC: 35%)

REEP-RTL DTC VA LLC (Delaware) (NYLIC: 39%, NYLIAC: 61%)

REEP-RTL DTC-S VA LLC (Delaware) (NYLIC: 37%, NYLIAC: 63%)

NJIND Raritan Center LLC (Delaware)

NJIND Talmadge Road LLC (Delaware)

NJIND Melrich Road LLC (Delaware)

FP Building 18, LLC (Delaware)

FP Building 19, LLC (Delaware)

Enclave CAF, LLC (Delaware)

Summitt Ridge Apartments, LLC (Delaware)

PTC Acquisitions, LLC (Delaware)


Martingale Road LLC (Delaware)

New York Life Funding (Cayman Islands)7

New York Life Global Funding (Delaware)7

Government Energy Savings Trust 2003-A (GEST) (New York)8

UFI-NOR Federal Receivables Trust, Series 2009B (New York)8

7. Control is through a reliance relationship between NYLIC and this entity, not ownership of voting interests.

8. Control is through financial interest, not ownership of voting interests.


NYLARC Holding Company Inc. (Arizona)7

New York Life Agents Reinsurance Company (Arizona)7

JREP Fund Holdings I, L.P. (12.5%) (Cayman Is.)

Jaguar Real Estate Partners L.P. (30.3%) (Cayman Is.)

NYLIFE Office Holdings Member LLC (Delaware) (51%)

 NYLIFE Office Holdings LLC (Delaware) (51%)

  NYLIFE Office Holdings REIT LLC (Delaware)

   REEP-OFC DRAKES LANDING CA LLC (Delaware)

   REEP-OFC CORPORATE POINTE CA LLC (Delaware)

   REEP-OFC VON KARMAN CA LLC (Delaware)

   REEP-OFC ONE BOWDOIN SQUARE MA LLC (Delaware)

   REEP-OFC 525 N Tryon NC LLC (Delaware)

    525 Charlotte Office LLC (Delaware) (100%)

  NYLIFE Office Holdings Acquisitions REIT LLC (Delaware)

  REEP OFC Westory DC LLC (Delaware)

Skyhigh SPV Note Issuer 2020 Parent Trust8 (Delaware)

Skyhigh SPV Note Issuer 2020 LLC8 (Delaware)

Sol Invictus Note Issuer 2021-1 LLC (Delaware)

Veritas Doctrina Note Issuer SPV LLC (Delaware)

ITEM 30. INDEMNIFICATION

The MainStay Group of Funds, which includes MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds, maintains a joint directors and officers/errors and omissions (“D&O/E&O”) liability insurance policy and joint independent directors liability (“IDL”) insurance policy. The D&O/E&O liability insurance policy covers all of the directors and officers of the MainStay Group of Funds and the IDL insurance policy covers the independent directors only. Subject to the terms, conditions and retentions of the policies, insured persons are covered for claims made against them while acting in their official capacities with the MainStay Group of Funds.

Article VII of MainStay VP Funds Trust’s (“Registrant’s”) Declaration of Trust states as follows:

Section 3. Indemnification.

(a) For purposes of this Section 3 and Section 5 of this Article VII and any related provisions of the By-laws, “Agent” means any Person who is, was or becomes an employee or other agent of the Trust who is not a Covered Person; “Proceeding” means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and “liabilities” and “expenses” include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.

Laws:

(b) Subject to the exceptions and limitations contained in this Section, as well as any procedural requirements set forth in the By-Laws

(i) every person who is, has been, or becomes a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee or officer, and against amounts paid or incurred by him in the settlement thereof;

(ii) every Person who is, has been, or becomes an Agent of the Trust may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been an Agent, and against amounts paid or incurred by him in the settlement thereof;

(iii) every Person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (“Other Position”) and who was or is a party or is threatened to be made a party to any Proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense


of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having held such Other Position, and against amounts paid or incurred by him in the settlement thereof;

(c) Without limitation of the foregoing and subject to the exceptions and limitations set forth in this Section, as well as any procedural requirements set forth in the By-Laws, the Trust shall indemnify each Covered Person who was or is a party or is threatened to be made a party to any Proceedings, by reason of alleged acts or omissions within the scope of his or her service as a Covered Person, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act.

(d) No indemnification shall be provided hereunder to any Person who shall have been adjudicated by a court or body before which the proceeding was brought (i) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (collectively, “Disabling Conduct”) or (ii) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust.

(e) With respect to any Proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the Proceeding was brought, no indemnification shall be provided to a Trustee, officer, Agent or other Person unless there has been a dismissal of the Proceeding by the court or other body before which it was brought for insufficiency of evidence of any Disabling Conduct with which such Trustee, officer, Agent or other Person has been charged or a determination that such Trustee, officer, Agent or other Person did not engage in Disabling Conduct:

(i) by the court or other body before which the Proceeding was brought;

(ii) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the Proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

(iii) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial- type inquiry).

(f) The Trust’s financial obligations arising from the indemnification provided herein or in the By-Laws (i) may be insured by policies maintained by the Trust; (ii) shall be severable; (iii) shall not be exclusive of or affect any other rights to which any Person may now or hereafter be entitled; and (iv) shall continue as to a Person who has ceased to be subject to indemnification as provided in this Section as to acts or omissions that occurred while the Person was indemnified as provided herein and shall inure to the benefit of the heirs, executors and administrators of such Person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, may be entitled, and other persons may be entitled by contract or otherwise under law.

(g) Expenses of a Person entitled to indemnification hereunder in connection with the defense of any Proceeding of the character described in paragraphs (a) and (b) above may be advanced by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Person that such amount will be paid over by him to the Trust or Series if it is ultimately determined that he is not entitled to indemnification under this Section 3; provided, however, that either (i) such Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments, or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Person will be found entitled to indemnification under Section 3.

Section 5. Insurance.

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 incurred or paid or expected to be paid by a Person entitled to indemnification from the Trust in connection with any proceeding in which he or she may become involved by virtue of his or her capacity or former capacity entitling him or her to indemnification hereunder.

In addition, each Trustee has entered into a written agreement with the Registrant pursuant to which the Registrant is contractually obligated to indemnify the Trustees to the fullest extent permitted by law and by the Declaration of Trust and By-Laws of the Registrant.

Insofar as indemnification for liability arising under the Securities Act of 1933 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.

ITEM 31. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISOR

New York Life Investment Management LLC (“New York Life Investments”) acts as the investment adviser for each series of the following open- end registered management investment companies: MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds.

The list of officers and directors of New York Life Investments, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by New York Life Investments (SEC File No: 801-57396).

Brown Advisory LLC – File No. 80-38826
Candriam Belgium – File No. 801-80508
Epoch Investment Partners, Inc. – File No. 801-63118
FIAM LLC – File No. 801-63658
IndexIQ Advisors LLC – File No. 801-68220
Janus Capital Management LLC – File No. 801-13991
MacKay Shields LLC – File No. 801-5594
Newton Investment Management North America – File No. 801-120501
NYL Investors LLC – File No. 801-78759
Pacific Investment Management Company, LLC – File No. 801-48187
Segall Bryant & Hamill, LLC – File No. 801-47232
American Century Investment Management, Inc. – File No. 801-8174
Wellington Management Company LLC – File No. 801-15908
Winslow Capital Management LLC – File No. 801-41316

ITEM 32. PRINCIPAL UNDERWRITERS

a. Inapplicable

b. Inapplicable

c. Inapplicable

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS.

Certain accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder are maintained at the offices of New York Life Insurance Company, 51 Madison Avenue, New York, NY 10010, the Registrant, the Manager, the Subadvisors and NYLIFE Distributors LLC. The Registrant, the Manager and NYLIFE Distributors LLC’s address is 30 Hudson Street, Jersey City, New Jersey 07302. The Subadvisors addresses are: Brown Advisory LLC, 901 South Bond Street, Suite 400, Baltimore, Maryland 21231; Candriam Belgium S.A., Avenue des Arts 58, 1000 Bruxelles, Belgium; CBRE Clarion Securities, 201 King of Prussia Road; Radnor, Pennsylvania 19087; Epoch Investment Partners, Inc., 399 Park Avenue, New York, NY 10022; FIAM LLC, 900 Salem Street, Smithfield, RI 02917; IndexIQ Advisors LLC, 51 Madison Avenue, New York, NY 10010; Janus Capital Management LLC, 151 Detroit Street, Denver, CO 80206-4805; MacKay Shields LLC, 1345 Avenue of the Americas, New York, NY 10105; Newton Investment Management North America, 201 Washington Street, Boston, MA 02108; NYL Investors LLC, 51 Madison Avenue, New York, NY 10010; Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, CA 92660; Segall Bryant & Hamill, LLC, 540 West Madison Street, Suite 1900, Chicago, IL 60661; T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202; Wellington Management Company LLC, 280 Congress Street, Boston, MA 02210; and Winslow Capital Management LLC, 4400 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402.

Records relating to the Registrant’s custodian are maintained by JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York, New York 10179.

Records relating to the Transfer Agent of the MainStay VP Convertible Portfolio – Service 2 Class shares and MainStay VP Floating Rate Portfolio– Initial and Service Class shares are maintained by DST Asset Manager Solutions, Inc., 2000 Crown Colony Drive, Quincy, MA 02169.

ITEM 34. MANAGEMENT SERVICES.


Inapplicable.

ITEM 35. UNDERTAKINGS.

Inapplicable.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) and that it has duly caused this Post-Effective Amendment No. 147 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City in the State of New Jersey, on the 20th day of May 2022.

   
 

MAINSTAY VP FUNDS TRUST

   
 

By:

/s/ Kirk C. Lehneis

  

Kirk C. Lehneis

  

President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 147 to the Registration Statement has been signed below by the following persons in the capacities indicated on May 20, 2022.

  

SIGNATURE

TITLE

  
  

/s/ Kirk C. Lehneis

President and Principal Executive Officer

Kirk C. Lehneis

 
  

/s/ Susan B. Kerley*

Trustee and Chairman of the Board

Susan B. Kerley

 
  

/s/ David H. Chow*

Trustee

David H. Chow

 
  

/s/ Karen Hammond*

Trustee

Karen Hammond

 
  

/s/ Yie-Hsin Hung*

Trustee

Yie-Hsin Hung

 
  

/s/ Alan R. Latshaw*

Trustee

Alan R. Latshaw

 
  

/s/ Jacques P. Perold*

Trustee

Jacques P. Perold

 
  

/s/ Richard S. Trutanic*

Trustee

Richard S. Trutanic

 
  

/s/ Jack R. Benintende

Treasurer and Principal Financial and Accounting Officer

Jack R. Benintende

 
  

By:

 

/s/ J. Kevin Gao

Secretary

J. Kevin Gao

 

As Attorney-in-Fact

 
  

*    Pursuant to Powers of Attorney previously filed.

 


EXHIBIT INDEX

Exhibit

(d)(6)(b) Assumption Agreement dated August 31, 2021 between Mellon Investments Corporation and Newton Investment Management North America, LLC

(h)(4) Amended and Restated Expense Limitation Agreement dated May 1, 2022

(h)(12) Form of MainStay Funds 12d1-4 Agreement (Acquiring Funds)

(h)(13) Form of MainStay Funds 12d1-4 Agreement (Acquired Funds)

(p)(4) Code of Ethics of Epoch Investment Partners, Inc. dated October 2021

(p)(6) BNY Mellon Code of Conduct dated March 2021

(p)(7) Pacific Investment Management Company LLC’s Code of Ethics dated November 2021

(p)(9) Fidelity 2021 Code of Ethics

(p)(10) Code of Ethics of Candriam Belgium/France/Luxembourg dated November 2021

(p)(13) Code of Ethics of CBRE Investment Management Listed Real Assets LLC dated September 2021



Exhibit (d)(6)(b)

MAINSTAY VP FUNDS TRUST

THIS ASSUMPTION AGREEMENT (the “Agreement”) is made as of this 31st day of August, 2021, by and between Mellon Investments Corporation, a Delaware corporation (“Mellon”), and Newton Investment Management North America, LLC (“Newton”).

W I T N E S S E T H T H A T:

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

WHEREAS, New York Life Investment Management, LLC, a Delaware limited liability company (“New York Life Investments”), and the Trust are parties to an Amended and Restated Management Agreement, dated May 1, 2015, as amended to date, with respect to the Trust’s separate investment series; and

WHEREAS, Mellon has previously entered into a subadvisory agreement with New York Life Investments, dated November 30, 2018, as amended on May 1, 2021 (collectively, the “Mellon Subadvisory Agreement”), pursuant to which Mellon has served as subadvisor to the MainStay VP Natural Resources Portfolio, a series of the Trust (the “Portfolio”); and

WHEREAS, Mellon and Newton intend that Newton act as subadvisor to the Portfolio pursuant to the Mellon Subadvisory Agreement; and

WHEREAS, Newton and Mellon are deemed to be affiliates of one another for purposes of the 1940 Act due to the fact that they are under the common control of The Bank of New York Mellon Corporation.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Newton hereby assumes all rights and obligations of Mellon under the Mellon Subadvisory Agreement and accepts the responsibilities and agrees to perform all such services required in connection with the Portfolio.

2. Mellon and Newton hereby represent that after the assumption referred to above: (a) the management personnel responsible for providing subadvisory services to the Portfolio under the Mellon Subadvisory Agreement, including the portfolio managers and the supervisory personnel, will provide the same services for the Portfolio; and (b) Mellon and Newton will remain under common control of The Bank of New York Mellon Corporation. Consequently, Mellon and Newton hereby represent that the assumption contemplated hereunder is being made in reliance upon Rule 2a-6 under the 1940 Act because it does not involve a change in actual control or actual management with respect to the subadvisor for the Portfolio..

3. Mellon and Newton represent and warrant that: (i) all actions required of Mellon and Newton for Newton to assume Mellon’s duties and obligations under the Mellon Subadvisory Agreement with respect to the provision of subadvisory services to the Portfolio has been taken; and (ii) this Agreement creates a valid and binding agreement enforceable against Mellon and Newton in accordance with its terms.

3. Newton represents and warrants that: (i) Newton is registered as an investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and its registration is currently in full force and effect; and (ii) Newton is capable and is legally empowered to assume the duties and obligations being assigned to it hereunder and to act as a subadvisor to the Portfolio.

5. New York Life Investments does not object to actions taken and to be taken under this Agreement and consents to any and all requisite corresponding updates to the Mellon Subadvisory Agreement contemplated hereunder.

6. This Agreement shall be governed by and enforced in accordance with the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, New York Life Investments, Mellon and Newton have caused this Agreement to be executed by their duly authorized officers and attested effective as of the day and year first above written.

Mellon Investments Corporation

By: /s/ Michael Germano______________

Name: Michael Germano  __

Title: COO_________________________

Newton Investment Management North America, LLC

By: /s/ Michael Germano______________

Name: Michael Germano  __

Title: CEO_________________________

Acknowledged and Accepted by:

New York Life Investment Management, LLC

By: /s/ Yie-Hsin Hung   

Name: Yie-Shin Hung

Title: Chief Executive Officer



Exhibit (h)(4)

AMENDED AND RESTATED

EXPENSE LIMITATION AGREEMENT

This Amended and Restated Expense Limitation Agreement is hereby made as of the 1st day of May, 2022, between MainStay VP Funds Trust (the “Trust”), on behalf of each of its series of the Trust (each a “Portfolio” and collectively, “Portfolios”) and New York Life Investment Management LLC (the “Manager”) (the “Agreement”).

WHEREAS, the Manager has been appointed the manager of each of the Portfolios pursuant to an Amended and Restated Management Agreement between the Trust, on behalf of the Portfolios, and the Manager; and

WHEREAS, the Trust and the Manager desire to enter into the arrangements described herein relating to certain expenses of the Portfolios;

NOW, THEREFORE, the Trust and the Manager hereby agree as follows:

1. The Manager hereby agrees to waive fees and/or reimburse Portfolio expenses, excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses, to the extent necessary to maintain Total Annual Operating Expenses specified for the class of shares of each Portfolio listed on Schedule A for the period commencing May 1, 2022 through May 1, 2023, except as provided below.

2. The waivers and/or reimbursements described in Section 1 above are not subject to recoupment by the Manager.

3. The Manager understand and intends that the Portfolios will rely on this Agreement (1) in preparing and filing amendments to the registration statements for the Companies on Form N-1A with the Securities and Exchange Commission, (2) in accruing each Fund’s expenses for purposes of calculating its net asset value per share and (3) for certain other purposes and expressly permits the Portfolios to do so.

4. This agreement shall renew automatically for one-year terms unless the Manager provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Portfolio.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

MAINSTAY VP FUNDS TRUST

By:/s/ Jack R. Benintende 

Name: Jack R. Benintende

Title: Treasurer and Principal Financial

Accounting Officer

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By:/s/ Kirk C. Lehneis 

Name: Kirk C. Lehneis

Title: Senior Managing Director and

Chief Operating Officer


Schedule A

  

PORTFOLIO

Total Annual Operating Expense Limit (as a percent of average daily net asset)

MainStay VP CBRE Global Infrastructure Portfolio

Initial: 0.95%

Service: 1.20%

MainStay VP Epoch U.S. Equity Yield Portfolio

Service: 0.93%

Initial: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Service Class Shares.

MainStay VP Indexed Bond Portfolio

Initial: 0.375%

Service: 0.625%

MainStay VP IQ Hedge Multi-Strategy Portfolio

Initial: 0.70%

Service: 0.95%

MainStay VP PIMCO Real Return Portfolio

Initial: 0.53%

Service: 0.78%

MainStay VP S&P 500 Index Portfolio*

Initial 0.12%*

Service: 0.37%*

MainStay VP U.S. Government Money Market Portfolio

Initial: 0.28%

MainStay VP Wellington Mid Cap Portfolio

Initial: 0.86%

Service: 1.11%

MainStay VP Wellington Small Cap Portfolio

Initial: 0.74%

Service: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Initial Class Shares.

* Pursuant to the requirements of a Substitution Order 34101 issued by the SEC on November 23, 2020, the Manager hereby further agrees to waive fees and/or reimburse expenses so that Total Annual Portfolio Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of each of the Initial Class shares and Service Class shares do not exceed 0.99% of the Portfolio's average daily net assets. As required under the Substitution Order, this agreement will remain in effect until November 23, 2022.



Exhibit (h)(12)

FORM OF

FUND OF FUNDS INVESTMENT AGREEMENT

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January , 2022 (the “Effective Date”), is made by and between each investment company (each, an “Acquiring Registrant”), for itself, and on behalf of each of its portfolio series listed on Schedule A (the “Acquiring Funds”), and each investment company (each, an “Acquired Registrant”), for itself, and on behalf of each of its portfolio series listed on Schedule B (the “Acquired Funds”), each severally and not jointly.

WHEREAS, each Acquired Registrant and Acquiring Registrant is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940 (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.

1. Terms of Investment.

a. In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:

i. In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended and/or supplemented from time to time, the Acquired Fund may honor any redemption request (including any redemption request from an Authorized Participant acting as an intermediary to execute the Acquiring Fund’s transaction, if applicable) partially or wholly in kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in kind).

ii. Timing/advance notice of redemptions. Only upon the request of the relevant Acquired Fund, the Acquiring Fund will use reasonable efforts to spread orders given to an Authorized Participant that reasonably are expected to result in that Authorized Participant redeeming shares from the Acquired Fund (greater than 3% of the relevant Acquired Fund’s total outstanding voting securities) equally over multiple days or to provide reasonable advance notification of such large orders to the relevant Acquired Fund whenever practicable and only if consistent with the Acquiring Fund’s and its shareholders’ best interests. The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to sell the Acquired Fund shares and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. For the avoidance of doubt, the Acquiring Fund and Acquired Fund each


acknowledge and agree that this voluntary notification provision does not apply to trades placed by the Acquiring Fund in secondary markets.

iii. Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund, the scale of its contemplated investments in the Acquired Fund and current level of investments in the Acquired Fund.

b. In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund.

2. Representations of the Acquired Funds.

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) in reliance on the Rule, the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff (“Staff”) from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

3. Representations of the Acquiring Funds

a. In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

b. An Acquiring Fund shall promptly notify an Acquired Fund of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities.

c. Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 1940 Act) that is: (i) a broker-dealer (not including any limited purpose broker-dealer that does not execute trades for an Acquired Fund), (ii) a broker-dealer or bank that borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies.

d. An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.

4. Indemnification.

a. Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no


Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and conditions of this Agreement.

b. Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to terms and conditions of this Agreement.

c. Any liability pursuant to the forgoing provisions shall be several and not joint. In any action involving the parties under this Agreement, the parties agree to look solely to the individual series of the Acquiring Fund(s) or Acquired Fund(s) that is/are involved in the matter in controversy and not to any other series.

5. Notices.

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below. Either party may notify the other in writing of any changes to these notice provisions.

  

If to the Acquiring Funds:

If to the Acquired Funds:

6. Governing Law; Counterparts.

a. This Agreement will be governed by New York law without regard to choice of law principles.

b. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document.

7. Term and Termination; Assignment; Amendment; Severability.

a. This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b).

b. This Agreement shall continue until terminated in writing by either party upon 30 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule.


c. This Agreement may not be assigned by either party without the prior written consent of the other.

d. This Agreement may be amended only by a writing that is signed by each affected party.

e. Severability. If any provision of this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.

8. Termination of Prior Agreements. The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

 

[Remainder of page intentionally left blank]


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES

By: __________________________

Name: __________________________

Title:  __________________________

EACH ACQUIRED FUND REGISTRANT LISTED ON SCHEDULE B HERETO, ON BEHALF OF ITS APPLICABLE SERIES

By: __________________________

Name: __________________________

Title:  __________________________


Schedule A: Acquiring Funds

Acquiring Fund Registrant:

Series:


Schedule B: Acquired Funds

Acquired Fund Registrant:

Series: 



Exhibit (h)(12)

FORM OF

FUND OF FUNDS INVESTMENT AGREEMENT

THIS AGREEMENT, dated as of __________________, is made among the Acquiring Funds, severally and not jointly (each, an “Acquiring Fund”), and the Acquired Funds, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”), in each case as listed on Schedule A, as amended from time to time. This Agreement shall be effective as of January 18, 2022.

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

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter (“Distributor”) or registered brokers or dealers (“Brokers”) may knowingly sell shares of such registered investment company to other investment companies, and Section 12(d)(1)(C) limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits (i) registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1)(A) and Section 12(d)(1)(C) of the 1940 Act, and (ii) registered investment companies, such as the Acquired Funds, as well as the Distributor and Brokers, knowingly to sell shares of the Acquired Funds to the Acquiring Funds in excess of the limits of Section 12(d)(1)(B) of the 1940 Act, subject to compliance with the conditions of the Rule;

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) and Section 12(d)(1)(C), as applicable, in reliance on the Rule;

WHEREAS, an Acquired Fund, Distributor, or Broker, from time to time, may knowingly sell Shares of one or more Acquired Funds to an Acquiring Fund in excess of the limitations of Section 12(d)(1)(B) in reliance on the Rule; and

WHEREAS, to date such investments have been governed by a Participation Agreement dated as of _________________ by and among the parties (the “Participation Agreement”) and made in reliance on SEC exemptive relief that will be rescinded one year from the effective date of the Rule;

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and the Acquired Funds, Distributor, or Broker may sell shares of the Acquired Funds to the Acquiring Funds in reliance on the Rule.

1. Terms of Investment

(a) In order to help reasonably address the risk of undue influence on an Acquired Fund that operates as a mutual fund (“Acquired Mutual Fund”) by an Acquiring Fund, and to assist the Acquired Mutual Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Mutual Fund agree as follows:


(i) In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if

and to the extent consistent with the Acquired Mutual Fund’s registration statement,as amended from time to time, the Acquired Mutual Fund in its sole discretion may honor any redemption request partially or wholly in-kind. In the event that the Acquired Mutual Fund honors a redemption request partially or wholly in-kind, the Acquired Mutual Fund shall have sole discretion to determine the selection of its portfolio securities to distribute in-kind.

(ii) Timing/advance notice of redemptions. The Acquiring Fund will use reasonable efforts to spread large redemption requests over multiple days or to provide advance notification of redemption requests to the Acquired Mutual Fund(s) whenever practicable and consistent with the Acquiring Fund’s best interests. The Acquired Mutual Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any.

(iii) Scale of investment. Upon a reasonable request by an Acquired Mutual Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Mutual Fund and the scale of its contemplated investments in the Acquired Mutual Fund.

(b) In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund and such other information relating to the Acquired Fund as may be reasonably requested by the Acquiring Fund to facilitate compliance with the Rule. In accordance with the foregoing and in recognition of each Acquired Fund’s obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, including without limitation Regulation FD, each Acquiring Fund and Acquired Fund agree that the information on fees and expenses of each Acquired Fund shall be provided through delivery or access to publicly available documents.

(c) With respect to investments in Acquired Funds that operate as exchange-traded funds (“Acquired ETFs”), the Funds note that each Acquired ETF is designed to accommodate large investments and redemptions, whether from Acquiring Funds or other investors. Creation and redemption orders for shares of the Acquired ETFs can only be submitted by Brokers or other participants of a registered clearing agency (collectively, “Authorized Participants”) that have entered into an agreement (“Authorized Participant Agreement”) with the Acquired ETFs’ distributor to transact in shares of the Acquired ETFs. The Acquired ETFs also have policies and procedures (the “Basket Policies”) that have been adopted pursuant to Rule 6c-11 under the 1940 Act, which govern creations and redemptions of the Acquired ETFs’ shares. Any creation or redemption order submitted by an Acquiring Fund through an Authorized Participant will be satisfied pursuant to the Basket Policies and the relevant Authorized Participant Agreement. The Basket Policies include provisions that govern in-kind creations and redemptions, as well as cash transactions. In any event, the Funds generally expect that the Acquiring Funds will transact in shares in the Acquired ETFs on the secondary market rather than through direct creation and redemption transactions with the Acquired ETF. The Funds believe that these material terms regarding an Acquiring Fund’s investment in shares of an Acquired ETF should assist the Acquired ETF’s investment adviser with making the required findings under the Rule.

(d) With respect to investments in Acquired Funds that operate as closed-end funds (“Acquired CEFs”), the Funds note that Acquired CEFs do not permit daily redemptions, and that Acquired CEFs


that permit periodic repurchases, such as interval funds that operate under Rule 23c-3 under the 1940 Act or funds that conduct periodic tender offers pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, would do so only under prescribed circumstances. Upon a reasonable request by an Acquired CEF, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired CEF and the scale of its contemplated investments in the Acquired CEF.

(e) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of the Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.

2. Representations of the Acquired Funds.

(a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) or Section 12(d)(1)(C) or knowing sale of shares by an Acquired Fund, Distributor, or Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to the Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or fails to comply with this Agreement.

(b) Each Acquired Fund represents that it will not purchase or otherwise acquire during the term of this Agreement the securities of an investment company or private fund as defined in the Rule (a “Private Fund”) where immediately after such purchase or acquisition, the securities of investment companies and Private Funds owned by the Acquired Fund have an aggregate value in excess of 10% of the value of the total assets of the Acquired Fund except as otherwise permitted by the Rule and guidance issued thereunder by the SEC or its Staff.

3. Representations of the Acquiring Funds.

(a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) or Section 12(d)(1)(C) or knowing sale of Shares by an Acquired Fund, Distributor, or Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to the Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or fails to comply with this Agreement.

(b) Shares of each Acquiring Fund will be offered and sold only to, and ownership of such shares will be limited solely to, separate accounts funding variable annuity contracts and variable life insurance policies issued by New York Life Insurance and Annuity Corporation (each, a “Contract”). Each Acquiring Fund will notify the Acquired Funds immediately upon having any basis for believing that the Acquiring Fund has ceased or might in the future cease to comply with Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations Section 1.817-5 or as a regulated investment company under Subchapter M of the Code and in each case will not be


able to comply within the grace period afforded by Treasury Regulations Section 1.817-5 or Section 851 of the Code, as applicable. This provision will survive the termination of this Agreement for so long as shares of an Acquired Fund are held by any Acquiring Fund.

(c) Each Acquiring Fund is a regulated investment company that satisfies the “look through” requirements of Treasury Regulations Section 1.817-5(f), that limits the ownership of its shares or other beneficial interests to solely separate accounts of life insurance companies that fund variable life insurance policies, variable annuity policies and other variable insurance policies characterized as “variable contracts” under Section 817(d) of the Code and persons referred to in Treasury Regulations Section 1.817-5(f)(3) (an “Insurance Dedicated Fund”). Each Acquiring Fund will continue to qualify as an Insurance Dedicated Fund, and will notify the Acquired Funds immediately upon having any basis for believing that the Acquiring Fund has ceased to satisfy the requirements necessary to qualify as an Insurance Dedicated Fund, or that the Acquiring Fund might cease to satisfy such requirements in the future. This provision will survive the termination of this Agreement for so long as shares of an Acquired Fund are held by any Acquiring Fund.

(d) Each Acquiring Fund also agrees to notify the Acquired Funds reasonably in advance of offering shares of one or more Acquiring Funds other than to separate accounts funding variable annuity contracts and variable life insurance policies issued by New York Life Insurance and Annuity Corporation. This provision will survive the termination of this Agreement for so long as shares of an Acquired Fund are held by any Acquiring Fund.

4. Notices.

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered orovernight mail, facsimile, or electronic mail to the address for each party specified below.

  

If to the Acquiring Fund:

If to the Acquired Fund:

 

With a copy to:

5. Term and Termination; Assignment; Amendment

(a) Unless otherwise set forth herein, this Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 5(b).


(b) This Agreement shall continue until terminated in writing by either party upon 60 days’

written notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not

purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule.

(c) This Agreement may not be assigned by either party without the prior written consentof the other. In the event either party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party.

(d) This Agreement may be amended, including for the purpose of adding Acquiring Funds and Acquired Funds to Schedule A, only by a writing that is signed by each affected party.

6. Additional Provisions

(a) If one or more Acquiring Funds provides an Acquired Fund with the notice contemplated by either of Sections 3(b) or (c) hereof, or if an Acquired Fund has any basis for believing that: (1) a Contract will not be treated or qualified as a “variable contract” as defined under Section 817(d) of the Code; or (2) an Acquiring Fund has ceased or might in the future cease to comply with Section 817(h) of the Code and Treasury Regulations Section 1.817-5 or as a regulated investment company under Subchapter M of the Code and will not be able to comply within the grace period afforded by Treasury Regulations Section 1.817-5 or Section 851 of the Code (as applicable), then, in each case, the applicable Acquiring Funds will redeem the shares of the applicable Acquired Funds held by such Acquiring Fund(s) upon request of, and within the time period prescribed in such notice by, the Acquired Funds. If requested by the Acquired Funds under such circumstances, the Acquiring Funds will make other arrangements satisfactory to the Acquired Funds and their counsel.

(b) The Acquiring Funds and ___________________________, severally and not jointly, agree to hold harmless, indemnify and defend the Acquired Funds and MainStay VP Funds Trust, including any of their principals, trustees, officers, employees and agents (“Acquired Fund Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or claims or actions (“Losses or Claims”) asserted against any Acquired Fund and/or MainStay VP Funds Trust, including any Acquired Fund Agents, to the extent such Losses or Claims arise in connection with Section 3(b), Section 3(c) or Section 3(d) hereof. The indemnification provided for in this paragraph shall include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Losses or Claims. This provision shall survive the termination of this Agreement.

(c) The parties hereby mutually agree to terminate the Participation Agreement as of the date hereof and waive any provision of the Participation Agreement requiring advance notice of termination thereof.

(d) This Agreement will be governed by the laws of the ______________________ without regard to its choice of law principles.

(e) In no event and under no circumstances will any party to this Agreement be liable to any person, including without limitation any other party to this Agreement, for any special, indirect or consequential loss or damages resulting from any act or failure to act in accordance with the provision of this Agreement, even if such party had been advised of the possibility of such loss or damages.

(f) Other than as set forth in Section 6(b) hereof with respect to __________________________, in any action arising under this Agreement, each Acquiring Fund and each Acquired agrees to look solely to the particular Acquired Funds or Acquiring Funds, as applicable, involved in the matter in controversy and not to any other Fund.

(g) The parties are hereby put on notice that no director/trustee, officer, employee, agent, employee or shareholder of the Funds shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable Funds.


[Signature page to follow.]


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Acquiring Funds

By: [insert] , On behalf of each of the Acquiring Funds

 

By:  Name:

Title: 

Acquired Funds

By: [insert], On behalf of each of the Acquired Funds

 

By:  Name:

Title: 

[insert]

Solely for purposes of Section 6(b) of this Agreement

By:  Name:

Title: 


SCHEDULE A

Acquiring Funds

 

Acquired Funds



Exhibit (p)(4)

Epoch Investment Partners, Inc.

_______________________________

Code of Ethics and Business Conduct

October 2021


Table of Contents

  

Retaliation Prohibite d

5

What is confidential information about Epoch ?

8

What is non-public information ?

8

What is material information ?

8

How might I receive information about Epoch that is non-public and confidential ?

9

How might I receive information that is non-public and material ?

9

How do I protect information that is non-public and confidential about Epoch ?

9

How do I protect information that is non-public and material ?

9

Usage of Expert Networks and Political Intelligence Firms for Researc h

10

Discussions with Other Buy Side Investor s

10

Code of Ethics Contact Perso n

12

Reporting Violation s

12

Investigations of Violation s

12

Amendments to the Cod e

13

Definitions of Terms Use d

13

Prohibited Activities and Transaction s

15

Same Direction Transaction s

16

Opposite Direction Transaction s

16

Holding Perio d

16

Limitation on the Number of Pre-Clearance Request s

16

Pre-Clearance of Reportable Securities Transactions in Employee-Related Account s

16

Reporting Requirements Applicable to Employee-Related Account s

18


1. Statement of General Principles

This Code of Ethics and Business Conduct ("Code") applies to you, as an officer, director, or employee of Epoch Investment Partners, Inc.1 ("Epoch" or the "Company"), as well as your Family Members (as defined below) and in appropriate circumstances, the Code may be provided and applied to Epoch's agents and representatives, including but not limited to, consultants and temporary employees who may periodically work onsite at Epoch's offices (collectively defined as "You" below). Epoch will evaluate such individuals on a case-by-case basis to determine if they should be considered access persons for purposes of this Code depending on their specific role and access to client information.

Epoch is committed to the principle of honest and ethical conduct in all aspects of its business. We both expect and require You to be familiar with this Code and to adhere to those principles and procedures set forth in the Code that apply to You. The Company's specific procedures contained in memoranda, policies, e-mail, or other guidance, which we may from time to time distribute to our officers, directors and employees, are separate requirements and are in addition to and not in derogation of this Code.

Epoch’s business should be carried on with loyalty to the interest of its Clients; (as defined below). In furtherance of the foregoing, You shall not:

· Employ any device, scheme or artifice to defraud Epoch or a Client, or

· Engage in any act, practice or course of conduct that operates or would operate as a fraud or deceit upon Epoch or a Client.

As a fiduciary, Epoch is committed to a high standard of business conduct which encompasses conducting business in accordance with both the spirit and letter of applicable laws and regulations as well as in accordance with ethical business practices. While this Code does not cover every issue that may arise, the Code sets out basic principles to guide You and is intended to provide a clear statement of the fundamental principles that govern Epoch's business to promote, among other things:

· Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

· Mitigation of conflicts of interest, including disclosure to an appropriate person or persons identified in the Code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

· Full, fair, accurate, timely, and understandable disclosure in reports and documents that Epoch files with various regulatory authorities or prepares and distributes to various affiliates of The Toronto-Dominion Bank ("TD");

· Compliance with applicable governmental laws, rules and regulations, not only of the United States, but also of foreign jurisdictions in which we or any of our direct or indirect subsidiaries operate;

· The prompt reporting of Code violations to an appropriate person or persons identified in the Code; and,

· Accountability for adherence to the Code.

Furthermore, to build a stronger company and maintain our culture of integrity - a culture of lawful and ethical conduct, we ask that You utilize the channels identified herein to ask questions or raise good faith concerns about observed or perceived violations of the Code. We are at our best when each of us helps identify and correct concerns in our workplace so that we may strengthen the business for all and enhance our reputation as an ethical and compliant company.


If an applicable law conflicts with a policy set forth in this Code, You must comply with the law; however, if a local custom or policy conflicts with this Code, You must comply with the Code. If You have any questions about these conflicts, You should ask your supervisor or the Code of Ethics Contact Person how to handle the situation.

If You violate the standards in this Code, You will be subject to disciplinary action. If You are in a situation that You believe may violate or lead to a violation of this Code, You should follow the guidelines described in Section 3 of this Code and notify your supervisor or the Code of Ethics Contact Person as soon as practical.

From time to time, the Company may waive some provisions of this Code. Any waiver of the Code for executive officers or directors of the Company requires the approval of the Chief Compliance Officer who may consult with the Directors (as defined below) or the Operating Committee (as defined below).

2. Definition of Terms Used

"Business Associate" means any supplier of services or materials, Client, customer, consultant, professional advisor, lessor of space or goods, tenant, licensor, licensee or partner of Epoch.

"Client" means any entity which receives investment advisory services from Epoch for a fee.

"Code of Ethics Contact Person" means the Chief Compliance Officer or such person or persons as may be designated from time to time.

"Conflict Resolution Group" means the Chief Compliance Officer, the Chief Financial Officer and Epoch's Chief Administrative Officer.

 "Directors" means the directors of Epoch Investment Partners, Inc.

"Family Members" means Immediate Family Members and any company, partnership, limited liability company, trust or other entity that is directly or indirectly controlled by You or by any Immediate Family Member.

"Immediate Family Member" includes the spouse (or life partner) and children of You and any relative (by blood or marriage) of You residing in the same household.

“Investor” means an investor in a Private Fund or UCITS managed by Epoch.

"PTCC" means Compliance Science Personal Trading Control Center.

"Operating Committee" means the Operating Committee of Epoch which meets frequently and is responsible for implementing the Company’s strategy, making operational decisions and overseeing the day-to-day running of the Company.

"You" means each director, officer, and employee of Epoch, temporary employees and consultants who reside on Epoch offices.

3. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which Epoch's ethical standards are built. You must respect and obey the laws of the cities, states, and countries in which Epoch and its direct and indirect subsidiaries operate. It is our personal responsibility to adhere to the standards and restrictions imposed by those laws, rules and regulations. Although not all employees are expected to know the details


of these laws, it is important that You know enough to determine when to seek advice from your supervisors or other appropriate personnel.

Where You reasonably believe that Epoch, or a director, officer or employee of Epoch, is not compliant with any law, regulation or section of this Code, we ask that You utilize our established channels identified herein to report such violations so that they may be properly addressed. As an initial matter, please bring the matter up directly with your immediate supervisor and the Code of Ethics Contact Person (or if the matter involves your supervisor, then directly with the Code of Ethics Contact Person), and if the matter is not ultimately resolved by either a reasonable explanation or action taken to rectify any non-compliance, we encourage You to bring the matter directly to the attention of the Operating Committee. With respect to financial matters in particular, and not just confined to those of our employees performing accounting functions, where You believe that Epoch has or is about to engage in any financial irregularity or impropriety, You are encouraged to bring the matter to the attention of the Operating Committee. This may be done anonymously and without fear of reprisal of any sort. Any complaint directed to the Operating Committee may be sent by mail as follows:

The Operating Committee

Attention: Nancy J. Paley

Epoch Investment Partners, Inc.

One Vanderbilt Avenue

New York, New York 10017

In addition, Epoch officers or employees can also report violations to an independent third party, EthicsPoint:

EthicsPoint

www.ethicspoint.com

1-866-293-2365

Nothing contained in this Code prohibits employees from exercising their legal rights to communicate with or report violations of law to government entities or regulatory authorities (e.g., the SEC).

Retaliation Prohibite d

Epoch will not tolerate retaliation of any kind (also known as victimization in some jurisdictions) because an employee in good faith raises a concern or reports a violation or suspected violation of our Code or of an Epoch policy or practice.

Retaliation is any conduct that would reasonably dissuade an employee from raising or reporting good faith concerns through our internal reporting channels or with any governmental body, or from participating in or cooperating with any investigation of such concerns. It includes conduct that would reasonably dissuade an employee from filing, testifying or participating in a legal proceeding relating to a violation of law, or from providing information to or otherwise assisting a government or law enforcement agency pursuing a violation of law.

If you feel You have been subjected to retaliation, we encourage you to immediately raise your concerns through the provided channels so that Epoch may promptly and properly address such concerns.

4. Compliance with Disclosure Controls and Dealing with External Auditors

The honest and accurate recording and reporting of financial information is of critical importance to Epoch. This is not only essential for our officers and directors to make informed business decisions, but is essential to Epoch's ability to file accurate financial reports with regulatory bodies and TD and to enable Epoch to comply
with various laws relating to the maintenance of books and records and financial reporting.

Epoch has implemented internal accounting controls that must be strictly adhered to by You as an officer, director or employee or any other person subject to the Code. You are prohibited from knowingly circumventing or failing to implement the internal accounting controls of Epoch as now existing or as may


be modified, revised, amended or supplemented in the future. If You become aware of actual or suspected breaches or violations of Epoch’s internal accounting controls or any fraudulent or questionable transactions or occurrences, whether actual or suspected, we ask that You immediately utilize our established channels to report such concerns to enable us to take proper corrective action. Potentially fraudulent or questionable transactions or occurrences include, without limitation, embezzlement, forgery, alteration of checks and other documents, theft, misappropriation or conversion of assets for personal use, falsification of records, and the reporting of the financial condition of Epoch contrary to generally accepted accounting principles.

Epoch has implemented a system of disclosure controls and procedures to assure that all important information regarding the business and prospects of Epoch is brought to the attention of Epoch's Chief Executive Officer and Chief Financial Officer. You are required to adhere to this system of disclosure controls and procedures, and You should promptly report any significant event or occurrence (whether positive or negative) that affects Epoch or its Business Associates to enable us to respond appropriately. General economic conditions need not be reported.

Open, honest and fair dealings with our external and internal auditors are essential to the financial reporting process. You are required to be candid in discussing matters concerning internal controls and business disclosures with Epoch's officers, directors, and external auditors. Factual information is important. Opinions and observations are strongly encouraged. You are prohibited from making any false or misleading statement to any external auditor of Epoch in connection with an audit or examination of Epoch's financial statements or the preparation or filing of any document or report. Similarly, You are prohibited from engaging in any conduct to fraudulently influence, coerce, manipulate or mislead any accountant engaged in the audit or review of any of Epoch’s financial statements.

5. Conflicts of Interest

Section 206(2) of the Advisers Act prohibits investment advisers from engaging in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client whereas Section 206(4) of the Advisers Act prohibits investment advisers from engaging in any act, practice, or course of business which is fraudulent, deceptive, or manipulative. Rule 206(4)-8(a) under the Advisers Act effectively extends this prohibition so as to apply to pooled investment vehicle investors or prospective investors. A failure to identify, disclose and/or manage a conflict of interest could constitute a violation of any of these provisions.

Epoch’s policy is to disclose, mitigate, and/or eliminate all identified conflicts of interest in the best interests of its Clients and Investors. In the event that a conflict of interest arises between Clients and/or Investors, Epoch’s policy is to seek to resolve such conflict as fairly as possible in relation to all parties.

You must avoid any activity or personal interest that creates, or appears to create, a conflict between your interests and the interests of Epoch or a Client or Investor. A conflict of interest occurs when your private interest interferes or appears to interfere with the interests of the Company or a Client or Investor. For example, a conflict of interest would arise where You or a Family Member receives improper personal benefits as a result of your position in the Company. Conflicts of interest include, by way of example:

· Soliciting or accepting gifts, entertainment, or other benefits from an organization that does, or seeks to do, business with Epoch in violation of Epoch’s policies;

· Owning a meaningful financial interest in, being employed by or acting as a consultant to or board member of an organization that competes with Epoch;

· Owning a meaningful financial interest in, being employed by or acting as a consultant to or board member of an organization that does, or seeks to do, business with Epoch;


· Borrowing money from a Business Associate unless that Business Associate is regularly engaged in the business of lending money or such other property, and the loan and the terms thereof are in the ordinary course of the Business Associate’s business; or

· Making a material decision on a matter on behalf of Epoch or a Client where your financial, reputational, or other self-interests may reasonably call the appropriateness of the decision into question.

6. Disclosure and Reporting of Conflicts of Interest

Epoch requires You to fully disclose any potential or actual conflicts of interest as soon as it is known by speaking with the Code of Ethics Contact Person who may discuss and/or seek the approval of the conflict with the Conflict Resolution Group and the Operating Committee depending on the nature and severity of the conflict. Additionally, Epoch requires You to complete a Compliance Questionnaire upon joining the firm and at least annually thereafter. Many of the questions contained in the Compliance Questionnaire are intended to identify actual or potential conduct that could constitute a conflict of interest.

Neither You nor a Family Member shall personally benefit, directly or indirectly, or derive any other personal gain from any business transaction or activity of Epoch, except when the transaction or activity has been fully disclosed to and approved in writing by the Conflict Resolution Group. For the avoidance of doubt, the receipt of business gifts or entertainment pursuant to Epoch’s Business Entertainment and Gift Policy does not require written Conflict Resolution Group approval.

Neither You nor a Family Member shall have any meaningful personal business or financial interest in any Business Associate or competitor of Epoch, without prior written consent from the Conflict Resolution Group. For the avoidance of doubt, holding 5% or less of the outstanding equity interests of a Business Associate or competitor whose equity interests are publicly traded shall not be deemed "meaningful."

Neither You nor a Family Member shall hold any position with (including as a member of the board of directors or other governing body) or perform services for a Business Associate or a competitor of Epoch, without prior written consent from the Conflict Resolution Group.

Neither You nor a Family Member shall provide any services to other business enterprises which reasonably could be deemed to adversely affect the proper performance of your work for Epoch or which might jeopardize the interests of Epoch or a Client, including serving as a director, officer, consultant or advisor of another business, without prior consent in writing by the Conflict Resolution Group. In addition, You must list all
outside business interests on the new employee certification and on the annual Code of Ethics and Business Conduct acknowledgement and certification.

Neither You nor a Family Member shall direct, or seek to direct, any business of Epoch to any business enterprise in which you or a Family Member has a meaningful ownership position or serves in a leadership capacity, without prior written consent from the Conflict Resolution Group. For the avoidance of doubt, holding 5% or less of the outstanding equity interests of a Business Associate or competitor whose equity interests are publicly traded shall not be deemed "meaningful."

7. Insider Trading

You are not permitted to use or share information that is both non-public and confidential about Epoch for trading purposes or for any other purpose except the conduct of Epoch's business. You are not permitted to use or share information that is both non-public and material about other public companies for trading purposes or for any purpose. To use such information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also


illegal. You are strictly prohibited from using any illegal means, such as hacking, to obtain any non-public or material information. Epoch has separately prepared and distributed to You a copy of Epoch's Personal Trading Procedures relating to personal securities trades by You and Family Members, which is attached hereto as "Exhibit A."

What is confidential information about Epoch ?

Confidential information regarding Epoch includes any information regarding Epoch’s business activities, any information regarding Epoch’s directors, officers and employees, and any information regarding Epoch’s clients for which disclosure, by an individual authorized to make such disclosure, has not been previously made. By way of example, the following information is considered confidential:

· Information You obtain concerning present or future securities transactions undertaken for Epoch’s clients;

· Information You obtain relating to past, present, or future business activities of Epoch; or

· Information You obtain relating to a director’s, officer’s, or employee’s medical, financial, employment, legal or personal affairs.

For the avoidance of doubt, all information regarding Epoch’s revenue, assets under management, fee structures, number and types of clients, and business plans is confidential unless such information has been previously disclosed by an individual authorized to make such disclosure.

What is non-public information ?

Information is non-public until it has been made available to investors. The distribution of non-public information must occur through commonly recognized channels for the classification to change, such as through the inclusion in reports filed with the U.S. Securities and Exchange Commission, press releases issued by the issuer of the securities, or reference to such information in publications of general circulation such as The Wall Street Journal or The New York Times. In addition, there must be adequate time for the public to receive and digest the information. Non-public information does not change to public information solely by selective dissemination.

What is material information ?

Information is material where there is a substantial likelihood that a reasonable investor could consider the information important in deciding whether to buy or sell the securities in question, or where the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the total mix of information available. Where the nonpublic information relates to a possible or contingent event, materiality depends upon a balancing of both the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the activities of the issuer involved.

Common examples of material information include information concerning a company’s sales, earnings, dividends, significant acquisitions or mergers, business opportunities, bankruptcy, change in capital structure, and major litigation. So-called market information, such as information concerning an impending securities transaction may also, depending upon the circumstances, be material. Material information need not relate to a company’s business. For example, information about the contents of an upcoming newspaper column may affect the price of a security, and therefore be considered material. Advance notice of forthcoming secondary market transactions could also be material. These examples are by no means exclusive. Because materiality determinations are often challenged with the benefit of hindsight, if You have any doubt whether certain information is material, such doubt should be resolved against trading or communicating such information.


How might I receive information about Epoch that is non-public and confidential ?

You can expect to receive various forms of information about Epoch in the normal course of your role as a director, officer, or employee that is both non-public and confidential; however, You are prohibited from seeking to obtain such information if the information is not directly related to your duties or responsibilities. For example, if your duties or responsibilities do not require You to know about present or future securities transactions undertaken for Epoch’s clients, You are prohibited from seeking to obtain such information.

How might I receive information that is non-public and material ?

You may encounter information that is both non-public and material in variety of ways, including, without limitation:

· During discussions or interviews, either private or group, with a public company’s management;

· During discussions or interviews with a public company’s vendors, suppliers, or competitors;

· During discussions or interviews with members of the press;

· During discussions with credit analysts, traders, attorneys, accountants, consultants, research providers, investment bankers or other professionals;

· By receiving information packages from issuers;

· During discussions with certain sensitive Clients or Investors such as executive-level officers or directors of a public company; or

· By being a board member of a public company.

You are prohibited from soliciting or accepting information about a public company where You know, or should know, that such information is both non-public and material.

How do I protect information that is non-public and confidential about Epoch ?

When not in use, You must keep all documents or files containing confidential information in locked desk drawers or file cabinets. Under no circumstances, should confidential information be left on desks, counter tops, or floors where the information is visible to others. You must not review or work on any documents that contain confidential information about Epoch in any setting that would permit others to see the information, such as in airplanes, public spaces, or even open areas in Epoch’s offices.

How do I protect information that is non-public and material ?

If You believe that You are in possession of non-public and material information, You are instructed to immediately contact the Code of Ethics Contact Person. You are prohibited from sharing this information with any other officer, director, or employee at Epoch unless You receive permission from the Code of Ethics Contact Person and follow the information barrier procedures implemented by the Code of Ethics Contact Person. For the avoidance of doubt, You are prohibited from sharing this information with anyone other than the Code of Ethics Contact Person until the Code of Ethics Contact Person implements information barrier procedures. In addition, the Code of Ethics Contact Person may add the company to the Epoch restricted list which is maintained by the Compliance Department.

For the avoidance of doubt, You are prohibited from trading the securities of any company about which You may possess Material Nonpublic Information, or derivatives related to the issuer in question. Additionally, You may not conduct research, trading, or other investment activities regarding a security for which You may have Material Nonpublic Information until the CCO or Code of Ethics Contact Person dictates an appropriate course of action.


When not in use, You must keep all documents or files containing non-public and material information in locked desk drawers or file cabinets. Under no circumstances, should such information be left on desks, counter tops, or floors where others can see the documents. You must not review or work on any documents that contain non-public and material information in any setting that would permit others to see the documents, such as in airplanes, public spaces, or even open areas in Epoch’s offices.

Usage of Expert Networks and Political Intelligence Firms for Researc h

Epoch does not currently utilize expert networks or political intelligence firms for research purposes. Prior to engaging with expert networks or political intelligence firms, You must seek pre-approval from the CCO.

Discussions with Other Buy Side Investor s

Employees may consider it beneficial to communicate with other investment advisers, buy side investors, and/or employees thereof (“Buy Side Investors”), either because they have knowledge of a specific investment, theme, or thesis, or because it is condition of participating in an idea dinner or idea sharing website. In connection with these interactions, an Employee may subsequently determine that it is in Epoch’s (and our clients’) interests to disclose certain information on Epoch’s investments and research to the other Buy Side Investor.

While these interactions and disclosures are permissible, You should not disclose:

· Information that could be considered MNPI or that Epoch has otherwise agreed with a third party to keep confidential;

· Specific information relating to Epoch’s trading of securities, including the timing and/or sizing of trades;

· Information that could be detrimental to Epoch’s (or the clients’) business interests, such as disclosure of information on a short position where there is limited capacity for borrow; or

· Information on Epoch’s intentions for future proxy votes.

You are also subject to the following prohibitions when interacting with other Buy Side Investors:

· You may not provide proprietary models or other research without the prior approval of the CCO

· You may not provide research obtained from a third-party research provider to any Buy Side Investor; and

· You must not participate in/provide ideas via an idea dinner without the prior approval of the CCO.

If you have any questions about whether any information is permissible to be disclosed in an interaction with a Buy Side Investor, you should consult with the CCO.

8. Corporate Opportunities

You owe a duty to the Company to advance the Company's business interests wherever possible. You and Family Members are prohibited from personally profiting, directly or indirectly, due to your position with Epoch, to the detriment (or at the expense) of Epoch or any Business Associate. You are prohibited from taking for yourself opportunities that are discovered through the use of Company property or information or through your position with Epoch, without the consent of Epoch's Code of Ethics Contact Person.

9. Prohibition on Illegal Payments

You and your Family Members are prohibited from, directly or indirectly, making any illegal payment, offering to make any illegal payment, promising to make any illegal payment, or taking any other


unlawful action with respect to any government official, including officials of foreign governments. By way of example, You are prohibited from paying, offering, or promising anything of value to a foreign official, foreign political party, foreign party official, or candidate for foreign office with the intent to influence any act or decision of a foreign official, to induce the official to do or omit to do any act in violation of the official’s lawful duty, or to obtain any improper advantage.

10. Competition and Fair Dealing

Epoch seeks to outperform competitors fairly and honestly through superior performance, and never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, inducing such disclosures by past or present employees of other companies, or engaging in any unlawful competitive practices is prohibited. You should respect the rights of and deal fairly with Epoch's clients, suppliers, competitors, and employees. You are prohibited from taking unfair advantage of any person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional, unfair-dealing practice.

11. Preferential Treatment and Gifts & Entertainment

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage. You shall not offer or provide a business gift or entertainment unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any applicable laws or regulations. If You are uncertain whether a business gift or entertainment is inappropriate, You should seek guidance from your supervisor or the Code of Ethics Contact Person. Additional policies with respect to the giving and receipt of gifts are contained in Epoch’s Compliance Policies and Procedures Manual.

12. Corporate Books and Records

You must ensure that all of Epoch's documents that You are responsible for in the normal course of your duties are completed accurately, truthfully, in a timely manner and properly authorized.

All of Epoch’s books, records, accounts, and financial statements must be maintained in reasonable detail, appropriately reflect the Company’s transactions, conform to applicable legal requirements, must be recorded in compliance with all applicable laws and accounting practices and in accordance with the United States' generally accepted accounting principles designated by Epoch, and be accurately maintained in accordance with the Company’s system of internal controls. The making of false or misleading entries, records or documentation is strictly prohibited.

Ensuring accurate and complete business and financial records is everyone’s responsibility, not just the obligation of accounting and finance personnel. Accurate recordkeeping and reporting reflects on Epoch’s reputation and credibility, and ensures that our Company satisfies its legal and regulatory obligations. Always record and classify transactions properly, never falsify any document, and never distort the true nature of any transaction or other company information. You may never create a false or misleading report under Epoch's name. In addition, no payments or established accounts shall be used for any purpose other than as described by their supporting documentation. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

You may not take any action to defraud, influence, coerce, manipulate or mislead any other officer, director or employee of Epoch or any external auditor or legal counsel for Epoch for the purpose of rendering the books, records or financial statements of Epoch incorrect or misleading.

Errors, or possible errors or misstatements in Epoch's books and records should be brought to the attention of the Code of Ethics Contact Person promptly upon discovery thereof. The Code of Ethics Contact Person shall promptly inform the Chief Financial Officer of any such error or misstatement.


You are expected to cooperate fully with Epoch's internal auditors and external auditors. You shall not impede or interfere with the financial statement audit process.

13. Document Retention

The Company seeks to comply fully with all laws and regulations relating to the retention and preservation of records. You shall comply fully with the Company’s policies or procedures regarding the retention and preservation of records. Under no circumstances may Company records be destroyed selectively or maintained outside Company premises or designated storage facilities. Specific document retention policies are contained in the Compliance Policies and Procedures Manual.

Where there is actual or potential litigation or reasonable likelihood of an external investigation, Epoch may determine that it is necessary to preserve information relating to the matter, such as emails and other documents that might otherwise be deleted in the ordinary course of business. If You become aware of any actual or potential litigation, subpoena, or other legal proceeding involving Epoch, you should notify the Chief Compliance Officer immediately, so that the Company may determine what additional document preservation may be necessary. You are expected to comply with any document retention or preservation instructions that you receive from the Compliance Department.

14. Non-Disclosure of Information

Neither You nor your Family Members shall discuss, or inform others about, any actual or contemplated business transaction by a Business Associate or the Company except in the performance of your employment duties or in an official capacity and then only for the benefit of the Business Associate or the Company, as appropriate. In no event should you discuss, or inform others about, any actual or contemplated business transaction by a Business Associate or the Company in violation of applicable law.

15. Guarding of Corporate Assets

You have a duty to safeguard Company assets, including its physical premises and equipment, records, customer information and Company trademarks, trade secrets and other intellectual property. Company assets shall be used for Company business only. Without specific authorization, neither you nor a Family Member may take, loan, sell, damage or dispose of Company property or use, or allow others to use, Company property for any non-Company purposes.

16. Implementation of the Code

While each of us is individually responsible for compliance with the Code, You do have access to a number of resources to assist You in understanding your legal and ethical obligations as an employee of the Company. The Company has the following resources, people and processes in place to answer questions and guide You through difficult decisions.

Code of Ethics Contact Perso n

The Chief Compliance Officer is the designated Code of Ethics Contact Person for purposes of this Code and shall report directly to the Chief Executive Officer all material matters arising under this Code. At his discretion, the Chief Executive Officer will report matters arising under this Code to the Directors or to the Company’s Operating Committee, as may be determined to be appropriate. The Code of Ethics Contact Person is responsible for overseeing, interpreting and monitoring compliance with the Code. Any questions relating to how this Code should be interpreted or applied should be addressed to the Code of Ethics Contact Person. If You are unsure of whether a situation violates this Code, You should discuss the situation with your supervisor or the Code of Ethics Contact Person.

Reporting Violation s

With regards to reporting violations, please see Section 3. Compliance with Laws, Rules and Regulations.

Investigations of Violation s

Reported violations will be promptly and thoroughly investigated and, to the extent possible, treated confidentially. Epoch complies with the law in conducting investigations and Epoch expects that employees


will cooperate with lawful investigations and provide truthful information to facilitate an effective investigation.

Amendments to the Cod e

The Code is updated and maintained on a regular basis. You are required to acknowledge and comply with the Code and all amendments. At a minimum, all employees are required to complete an annual certification through PTCC during Epoch’s annual recertification period.

17. Enforcement

You can expect that Epoch will take appropriate action with respect to any employee, officer, or director who violates, or whose Family Member violates, any provision of this Code. Any alleged violation of the Code shall be reported promptly to the CEO for his consideration and such action as the CEO in its sole judgment, shall deem warranted.

18. Condition of Employment or Service

Compliance with this Code is a condition of your employment. Employee conduct not in accordance with this Code shall constitute grounds for disciplinary action, including, without limitation, termination of employment.

This Code is not an employment contract nor is it intended to be an all-inclusive policy statement on the part of the Company. Epoch reserves the right to provide the final interpretation of the policies contained in this Code as well as the specific procedures contained in memorandums, policies, e-mail or other guidance, which we may from time to time distribute to You. Epoch reserves the right to revise these policies or procedures as deemed necessary or appropriate.

By signing below or completing the certification on PTCC, I acknowledge that I have read Epoch’s Code of Ethics and Business Conduct (a copy of which has been supplied to me and which I will retain for future reference) and agree to comply in all respects with the terms and provisions hereof. I also acknowledge that this Code of Ethics and Business Conduct may be modified or supplemented from time to time and I agree to comply with those modifications and supplements as well.

__________________________ ________________________________

Print Name  Signature

__________________________

Date

Exhibit A – Personal Trading Procedures

1. Requirements Applicable to Personal Trading Activity

Epoch has adopted the following procedures concerning the pre-clearance and periodic reporting of transactions and accounts for all Access Persons (as defined below). TD Directors (as defined below), shall not be required to adhere to such pre-clearance or reporting requirements since TD Directors do not have access to non-public information regarding client purchases or sales, have no access to portfolio holdings and are not involved in securities recommendations to clients. The Chief Compliance Officer shall, on an annual basis, meet with the TD Directors in person and discuss and confirm that each of them will abide by these policies.

Definitions of Terms Use d

 "Access Persons": for purposes of personal trade reporting and pre-clearance includes all Epoch employees, including certain temporary employees and consultants who reside on Epoch premises.

"Approving Official" for a personal trade pre-clearance request is the Code of Ethics Contact Person, or in his or her absence the Compliance Officer or other personnel as may be appointed from time-to-time. At no time may an individual who may otherwise serve as an Approving Official also be the Approving


Official for a pre-clearance request for their own personal trade or for the personal trade of their Family Members.

"Beneficial ownership" of a Security (as defined below) is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934. This means that a person should generally consider themselves the beneficial owner of any securities in which he has a direct or indirect pecuniary interest. In addition, a person should consider themselves the beneficial owner of securities held by his or her spouse, his or her dependent children, a relative who shares his or her home, or other persons by reason of any contract, arrangement, understanding or relationship that provides them with sole or shared voting or investment power.

"Client Account" means any account which receives investment advisory services from Epoch for a fee.

"Code of Ethics Contact Person" shall mean the Chief Compliance Officer or such person or persons as may be from time to time designated.

"Employee-Related Account" is any personal brokerage account or any other account in which You or a Family Member has a direct or indirect pecuniary interest and over which You or a Family Member exercises any control or influence and can transact in Reportable Securities or securities. For example, an "Employee-Related Account" includes any account of your Immediate Family Members, but excludes any such account over which neither You nor your Immediate Family Members exercises control or influence (i.e., an account over which some other third person or entity exercises exclusive discretionary authority).

"Family Members" means Immediate Family Members and any company, partnership, limited liability company, trust or other entity that is directly or indirectly controlled by You or by any Immediate Family Member of You.

"Immediate Family Member" includes the spouse (or life partner) and children of You and any relative (by blood, marriage or adoption) of You residing in the same household as You. Immediate Family Members include children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings, mother-in-law, father-in-law, sons-in-law, daughters-in-law, brothers-in-law, or sisters-in-law, and any such adoptive relationships.

"Investment Person" or "Investment Personnel" means all officers, directors or employees who occupy the position of portfolio manager (or who serve on an investment committee that carries out the portfolio management function) with respect to any Client Accounts and all officers, directors or employees who provide or supply information and/or advice to any portfolio manager (or committee), or who execute or help execute any portfolio managers (or committees) decisions, and all officers, directors or employees who, in connection with their regular functions, obtain contemporaneous or advance information regarding the purchase or sale of a Security by or for any Client Accounts.

"New Idea Research Monitor List" means the list of securities maintained by Investment Personnel that may lead to investments for Client Accounts.

"Operating Committee" means the Operating Committee of Epoch which meets periodically and is responsible for implementation of Epoch's business strategy.


"Purchase or sale of a Security" includes, among other things, the writing of an option to purchase or sell a Security.

"Reportable Security" shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include securities issued by the Government of the United States or an agency thereof, bankers acceptances, bank certificates of deposit, commercial paper and registered, open-end mutual funds other than those open-end mutual funds advised by Epoch. For the sole purpose of this policy, the term "Reportable Security" shall also include all exchange-traded funds ("ETFs"), exchange-traded notes, closed-end funds, and index or ETF derivatives.

"Security2" is defined by the SEC broadly to include stocks, bonds, certificates of deposit, options, interests in private placements, futures contracts on other securities, participations in profit-sharing agreements, and interests in oil, gas, or other mineral royalties or leases, among other things. "Security" is also defined to include any instrument commonly known as a security.

A "Security held or to be acquired by a Client Account" means any Security which, within the most recent fifteen days: (i) is or has been held by a Client’s Account; or (ii) is being or has been considered by Epoch for purchase within a Client’s Account.

A Security is "being purchased or sold by a Client Account" from the time when a purchase or sale order has been communicated to the person who places the buy and sell orders for Client Accounts until the time when such order has been fully completed or terminated.

"TD Director" refers to those directors who are non-employee directors of Epoch

"You" means all Access Persons.

Prohibited Activities and Transaction s

You and your Family Members, with respect to a Security held or to be acquired by a Client Account and with respect to a Security being purchased or sold by a Client Account, are prohibited from:

· Short selling securities issued by TD, TD Ameritrade or other TD Restricted Securities.

· Entering into any contract or series of contracts that create a short sale of TD, TD Ameritrade or other TD Restricted Securities.

· Trading in put or call options on securities issued by TD, TD Ameritrade or other TD Restricted Securities.

· Trading in units or shares in TD mutual funds or pooled funds in any manner that is not consistent with the best interests of other unit holders.

· Certain Access Persons may from time to time be subject to blackout periods restricting the ability to purchase or sell securities issued by TD, TD Ameritrade or other TD Restricted Securities.

· Acquiring securities as part of an initial public offering by an issuer.

· Trading in securities that are on the Epoch restricted list or Epoch's New Idea Research Monitor List without approval of the Code of Ethics Contact Person.

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

· Making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.

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

· Engaging in any manipulative practice with respect to a Client.


Same Direction Transaction s

Subject to the pre-clearance procedures below, neither you nor your Family Members may purchase or sell, directly or indirectly, any Reportable Security during the time3 that the same (or a related) Reportable Security is being purchased or sold by a Client Account where You or your Family Member’s trade is on the same side (purchase or sale) as the trade for the Client Account.

Opposite Direction Transaction s

Subject to the pre-clearance procedures below, neither You nor your Family Members may purchase or sell, directly or indirectly, any Security within 7 calendar days after the time that the same (or a related) Security is being purchased or sold by a Client Account where your trade or your Family Member’s trade is on the opposite side (purchase or sale) as the trade in the Client Account. The determination of whether a Client Account has transacted within 7 calendar days shall be made at the time the Access Person requests pre-clearance. In limited circumstances, where subsequent to execution of your or your Family Member’s trade, Epoch receives an additional Client or new assets which would necessitate the purchase or sale of the same security such a personal trade will not be considered a violation of this prohibition. Furthermore, subject to the discretion of the Code of Ethics Contact person, certain de minimis transactions may be approved and not be considered a violation of this section of the Code. For purposes of this section de minimis is defined to include purchases or sales of up to 1,000 shares of a Security if the issuer has a market capitalization of over $1 billion.

Holding Perio d

Neither You nor your Family Member shall sell a Security or cover a short sale within 30 days of acquiring that Security or short sale other than non-broad based ETFs, or ETF derivative for which a 7 day holding period applies, except in the case of involuntary transactions, such as in connection with a reorganization or other extraordinary transactions requiring the surrender or exchange of securities, or upon the prior written consent of an Approving Official for good cause shown. You or your Family Member must adhere to the stated holding period irrespective of taxable lots.

Limitation on the Number of Pre-Clearance Request s

You and your Family Members are limited to a maximum of fifteen (15) pre-clearance requests per quarter. Exceptions to this restriction will be considered in hardship situations and at the discretion of the Chief Compliance Officer.

Pre-Clearance of Reportable Securities Transactions in Employee-Related Account s

Neither You nor your Family Member may place an order for the purchase or sale of any Reportable Security (including a private placement) for an Employee-Related Account until the transaction has been approved by an Approving Official in accordance with the following procedures.

When either You or your Family Member wishes to complete a transaction in an Employee-Related Account, You must submit electronically a pre-clearance request through PTCC between the hours of 10:00 a.m. and 3:30 p.m. EST. Your pre-clearance request will be routed electronically to the Epoch trading desk who will review the electronic request and determine whether Epoch is active in the Security in which you have requested approval. Once approved by the trading desk, the pre-clearance request will be sent electronically to the Code of Ethics Contact Person and other designated Approving Officials. Approval or denial of that request is then made by the Code of Ethics Contact person or in their absence an Approving Official. Once the Code of Ethics Contact person or an Approving Official has approved or denied the trade request, You will receive electronic notification from PTCC. In limited circumstances, an Approving Official or a designee may waive the requirement that a Pre-Clearance Request Form be electronically submitted on or before the date of the proposed transaction, provided that:


· You communicate orally or via e-mail the required information and make the required representations to the Approving Official or a designee on or before the date of the proposed transactions;

· The Approving Official or a designee makes a written record of the same; and

· You submit a pre-clearance request through PTCC by the end of the same trading day as your verbal or email pre-clearance request.

 By submitting an electronic pre-clearance request through PTCC, You represent that to the best of your knowledge and belief, and after due inquiry, neither You nor your Family Member is in possession of any material, nonpublic information concerning the Security proposed to be bought or sold, and the proposed transaction is not otherwise prohibited by the Code or these procedures.

An Approving Official will base their decision to approve or disapprove a Pre-Clearance Request on the following factors:

· The general policies set forth in the Code and these procedures;

· The requirements under federal and state laws, rules, and regulations as they may apply to the proposed transaction;

· The timing of the proposed transaction in relation to transactions or contemplated transactions for any Client Accounts; and

· The nature of the securities and the parties involved in the proposed transaction.

Any approval of a proposed transaction is effective for the proposed transaction date only and is subject to the conditions, if any, specified by the Approving Official. A breach of any of the above procedures may, depending upon the circumstances, subject you to sanctions, up to and including termination of employment.

Investment Personnel, before acting on personal investment opportunities, must share all personal trading ideas with the Portfolio Manager, in each respective strategy, so the Portfolio Manager can determine whether the investment opportunity may be appropriate for Client accounts. The Compliance Department monitors all employees' trading and provides periodic reports to all Portfolio Managers regarding the volume and nature of Investment Personnel transactions.

For the avoidance of confusion, the pre-clearance requirements shall not apply to the following transactions:

· Purchases and sales of any Security by TD Directors;

· Purchases and sales of shares of open-end mutual funds not managed by Epoch;

· Purchases that are part of an automatic purchase plan, such as an automatic dividend reinvestment plan or a plan to purchase a fixed number of shares or face value per month (e.g. purchases of an Epoch sub-advised mutual fund as part of an on-going payroll contribution (401(k) Plan) do not require pre-clearance. However, your initial purchase of share so an Epoch sub-advised mutual fund in the 401(k) plan requires pre-clearance as does any rebalancing You make which results in the purchase or sale of shares of an Epoch sub-advised fund within the 401(k) plan);

· Purchases and sales of fixed income securities issued, guaranteed or sponsored by a government member of the Organization of Economic Co-Operation and Development ("OECD'');

· Purchases and sales that are involuntary (e.g., stock splits, tender offers, and share buy-backs);

· Acquisitions of securities through inheritance;


· Purchases and sales in any account over which neither You nor your Family Member has direct or indirect influence or control over the investment or trading of the account (e.g., an account managed on a discretionary basis by an outside portfolio manager, including a "Blind Trust") Such accounts must be brought to the attention of the CCO who may ask for documentation to determine whether the account is eligible for the exception and the Employee may be required to provide account statements on a periodic basis to identify transactions that may be inconsistent with the provisions of this Code.; and,

· Purchases and sales of certain broad-based ETFs described in PTCC, as amended from time-to-time.

Furthermore, subject to the discretion of the Code of Ethics Contact person, a supplementary review of Investment Personnel transactions may be conducted.

Reporting Requirements Applicable to Employee-Related Account s

Neither You nor your Family Members are permitted to maintain Employee-Related Accounts, at a domestic or foreign broker-dealer, investment adviser, bank, or other financial institution without the approval of the Code of Ethics Contact Person. All Employee-Related Accounts must be maintained at broker-dealers or financial institutions that provide Epoch with duplicate copies of all confirmations and periodic statements for such accounts. In addition, many broker-dealers supply account information in real time to the Code of Ethics Contact Person. Within 10 days of beginning your employment with Epoch, you must log into the PTCC system and disclose all Employee-Related Accounts and the Reportable Securities held in those accounts. The information must be no more than 45 days old prior to becoming a director, officer, or employee of Epoch.

In addition to electronic feeds with PTCC, you are required to send to the broker-dealer or financial institution carrying each Employee-Related Account a letter authorizing and requesting that it forward duplicate confirmations of all trades and duplicate periodic statements, as well as any other information or documents as an Approving Official may request, directly to Epoch. A form letter drafted for this purpose may be obtained from the Code of Ethics Contact Person.

You are required to obtain pre-approval, through PTCC when You or a Family Member wish to open a new Employee-Related Account.

You shall certify your securities transactions and your Family Member’s Reportable Securities transactions during each quarter within ten (10) days of quarter-end and Reportable Security holdings and Employee-Related Accounts as of December 31st of each year within ten (10) days of year-end via PTCC. With respect to an employee's Epoch 401(k) plan account, employees are not required to report transactions in their quarterly transaction certification or update holdings in their Epoch 401(k) annually. Epoch maintains the 401(k) accounts in PTCC on behalf of all employees.

All new employees receive a username and password in order to access PTCC and are required to enter all accounts and securities in the system, including 401(k) or other retirement accounts from prior employers within 10 days of the commencement of their employment.

Access to information submitted pursuant to these procedures will be restricted to those persons who are assigned by Epoch to perform the review functions, and all such materials will be kept confidential, subject to the rights of inspection by the Board of Directors of Epoch, Epoch’s Operating Committee or their designee, and governmental bodies authorized by law to obtain such access.

Appendix B - Initial Certification4

I certify that:


· I have read and understand the Epoch Investment Partners, Inc. ("Epoch") Personal Trading Procedures, as outlined in the Code of Ethics and Business Conduct, and recognize that I am subject to its requirements.

· I have disclosed or reported all personal Reportable Securities holdings information on Compliance Science Personal Trading Control Center in which I or a Family Member has a Beneficial Interest, including all Employee-Related Accounts as defined in the Personal Trading Procedures, as of the date I became a director, officer, or employee of Epoch. I have also reported the name(s) of each person or institution managing any account (or portion thereof) for which I or my Immediate Family Members have no direct or indirect influence or control over the investment or trading of the account.

· I understand that Epoch will monitor securities transactions and holdings in order to ensure compliance with the Code and the Personal Trading Procedures. I also understand that personal trading information will be made available to any regulatory or self-regulatory organization to the extent required by applicable law or regulation.

· For the purpose of monitoring securities transactions and holdings information under the Epoch Personal Trading Procedures, I confirm that I will instruct all financial institutions to provide copies of trade confirmation and periodic statements, subject to these procedures. This covers my current Employee-Related Accounts and accounts that will be opened in the future during my employment with Epoch.

· I understand that any circumvention or violation of the Epoch Personal Trading Procedures will lead to disciplinary and/or legal actions, including up to and including termination of employment.

· I understand that I have to pre-clear any additions and report deletions or changes with respect to my Employee-Related Accounts.

__________________________ ________________________________

Print Name  Signature

__________________________

Date


End- Notes

1. This Code also applies to employees of Epoch Investment Partners UK, Ltd (“Epoch UK”). These employees must also adhere to the FCA Principles in the UK Supplement. The UK Supplement sets out certain UK specific policies and procedures which the employees of Epoch UK must observe to fulfill Epoch UK’s own administrative requirements and to achieve compliance with the requirements of the Financial Services & Markets Act 2000 and the FCA Rules of the Financial Conduct Authority, by which Epoch UK is authorized and regulated. Unless otherwise directed, you must also comply with the policies and procedures contained within the Epoch Investment Partners Compliance Policies & Procedures Manual.

2."Security" may also include certain assets that are issued and transferred using distributed ledger or blockchain technology, including, but not limited to, virtual currencies, cryptocurrencies, digital “coins” or “tokens” (“Digital Assets”). A Digital Asset is likely to be considered a 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: https://www.sec.gov/files/dlt-framework.pdf. Generally, virtual currency or cryptocurrency coins or tokens that are being offered, or previously were offered, as part of certain types of initial coin offerings ("ICOs"). For the avoidance of doubt, virtual currency or cryptocurrency coins or tokens that were created outside the context of an ICO are not to be considered Securities. Any questions about whether an instrument is a security for purposes of the Federal Securities Laws should be directed to the CCO or the Code of Ethics Contact Person.

3.Applies to personal trades within a permitted daily trading window in securities where Epoch has active open orders.

4. Full time employees are generally required to complete an initial certification of the Code in a substantially similar format online.



Exhibit (p)(6)

  
 

Policy Number: I-A-045

Effective Date: March 31, 2021

Personal Securities Trading Policy

Level 3 Policy

  

Publication Date

March 29, 2021

Effective Date

March 31, 2021 for all changes (except requirements related to Approved Brokers for employees based in UK and India - June 30, 2021)

Applicable to

All BNY Mellon Employees

Policy Owner

Steven Wachtel
Global Head of Securities Trading Compliance

Policy Author

Same as above

Periodic Review

12 months

 

PUBLIC

Contents


  

4.1 Principal Requirements for all Employee s

2

4.1.1 Avoidance of Conflicts of Interes t

2

4.1.2 Trading in BNY Mellon Securitie s

3

4.1.3 Prohibitions When Trading in Non-Firm Securitie s

3

4.1.4 Initial Public Offerings (IPO )

3

4.1.5 Private Placement s

3

4.1.6 BNY Mellon Affiliated Volcker Covered Fund s

4

4.2 Monitored Employee s

4

4.3 Classifications of Monitored Employee s

4

4.4 Additional Requirements and Restrictions for Monitored Employee s

6

4.4.1 Reporting for All Monitored Employee s

6

4.4.2 Additional Reporting for ADM and Investment Employee s

6

4.4.3 Account Statements and Trade Confirmation s

7

4.4.4 Preclearance Prior to Tradin g

7

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

8

4.4.5.1 Approval for De Minimis Transactions for ADM Employees and Investment Employees for Securities on Blackout Lis t

8

4.4.5.1.1.1 Additional Restrictions for ADM employees (7 Day Blackout Period )

8

4.5 Managed Account s

8

4.6 Prohibition on Short-Term Tradin g

9

4.7 Specific Restrictions for PREG Employee s

9

5.1 All Employees are responsible for :

9

5.2 Businesses and Corporate Function s

10

5.3 Employee Compliance/Securities Trading Conduct Grou p

10

5.4 Compliance Officer s

10

5.5 Legal Departmen t

10

5.6 Technology Departmen t

10

7.1 Definition s

1

7.2 Addendums (if necessary )

7

7.3 Document Governanc e

7

7.3.1 Periodic Revie w

7

7.3.2 Ownership/Question s

7

7.4 Version Contro l

7

7.5 Document Hierarch y

8

7.6 Other Applicable Document s

10

1. Summary

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

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

2. Purpose

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


 Avoidance of conflicts of interest

 Trading in Firm securities

 Trading in Non-Firm securities

 Initial Public Offerings

 Private Placements

 Firm-affiliated Volcker Covered Funds

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

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

 Providing duplicate statements and trade confirmations directly to the Firm

 Preclearance prior to trading

 Prohibition on short term trading

3. Applicability/Scope

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

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

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

4. Principal Requirements for all Employees

4.1 Principal Requirements for all Employee s

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

4.1.1 Avoidance of Conflicts of Interes t

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

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

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

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

 Unlawfully disclose the information (Tipping)


4.1.2 Trading in BNY Mellon Securitie s

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

 Short Sales

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

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

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

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

4.1.3 Prohibitions When Trading in Non-Firm Securitie s

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

 Engaging in FX derivative trading

 Spread Betting: Taking bets on securities pricing, including FX spread-betting to reflect market/currency movement activities

 Short Selling

4.1.4 Initial Public Offerings (IPO )

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

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

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

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

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

4.1.5 Private Placement s

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


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

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

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

4.1.6 BNY Mellon Affiliated Volcker Covered Fund s

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

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

4.2 Monitored Employee s

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

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

 Are deemed to be at a high risk of receiving MNPI of issuer clients (generally, certain employees located in Private Side businesses as defined by the Firm’s Information Barrier Policy I-A-046.

 Have nonpublic information regarding advisory client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of a Proprietary Fund, is involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public.

 Have foreknowledge of the clients trading positions or plans such that the information may elevate the risk of Front Running or similar manipulative trading.

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

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

4.3 Classifications of Monitored Employee s

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


  

Classification Type

Definition

Access Decision Maker (ADM) Employee

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

Insider Risk Employee

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

Investment Employee

Employees in the normal course of business who:

 Have access to nonpublic information regarding advisory client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of a Firm Proprietary Fund

 Are involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public.

 Have foreknowledge of clients trading positions or plans such that the information may elevate the risk of Front Running
This classification typically includes employees in Investment and Wealth Management businesses as well as employees in other Public side businesses or Corporate Functions who have an elevated risk (clear access to pre-trade settlement information) of Front Running.

 Employees of a Firm business regulated by certain investment company laws. Examples are:

  In the U.S., employees who are “advisory persons” or “access persons” under Rule 17j-1 of the Investment Company Act of 1940 or “access persons” under Rule 204A-1 of the Advisers Act.

 In the U.K., employees in companies undertaking specified activities under the Financial Services and Markets Act 2000 (Regulated Activities), Order 2001, and regulated by the Financial Conduct Authority.

 Any member of the Firm’s Senior Management who, as part of his/her usual duties, has management responsibility for fiduciary activities or routinely has access to information about advisory clients’ securities transactions.

Pre-Release Earning Group (PREG)

Includes all Executive Committee members, their administrative assistants and any individual determined by the Corporate


  

Employee

Finance Department to have access to the Firm’s earnings in advance of public announcements.

Broker Dealer Monitored Employee

Employees that by regulation are required to have their personal trading monitored.

4.4 Additional Requirements and Restrictions for Monitored Employee s

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

4.4.1 Reporting for All Monitored Employee s

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

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

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

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

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

4.4.2 Additional Reporting for ADM and Investment Employee s

Further reporting requirements for ADM and Investment Employees include:

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


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

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

4.4.3 Account Statements and Trade Confirmation s

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

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

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

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

4.4.4 Preclearance Prior to Tradin g

 Monitored Employees must receive approval in the PTA system to trade any security unless the security is expressly Exempt as defined in Section 7.1 of this Policy. You must also obtain preclearance for trades made by indirect owners.
NOTE: if you are classified as a Broker Dealer Monitored Employee, you are not required to preclear trades in any security; and if you are classified as a PREG employee (see Section 3.7 of this Policy), you are only required to preclear trades in Firm securities (equities, fixed income, or derivatives) of The Bank of New York Mellon Corporation.

 Although preclearance approval does not obligate you to place a trade, you should not seek preclearance for transactions you do not intend to make. Do not discuss the response (e.g. approval or denial) to a preclearance request with anyone (excluding any account co-owners or indirect owners). If you have questions regarding a response to a trade request, contact the Employee Compliance/Securities Trading Conduct group.

 If you receive approval to trade, the trade must be executed by the close of business the following day in the local jurisdiction. For example, if you receive approval on Monday at 3 PM EST, the


preclearance is only valid until the close of the trading day on Tuesday. You should be aware that all preclearance time stamps in the PTA are in EST.

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

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

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

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

4.4.5.1 Approval for De Minimis Transactions for ADM Employees and Investment Employees for Securities on Blackout Lis t

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

 ADMs: transaction limit of 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher.

 Investment Employees: transaction limit of up to $50,000 for companies having a market capitalization of $20 billion or more; 250 shares or $25,000 (whichever value is greater) for companies having a market capitalization between $5 billion and $20 billion; and $100 shares or $10,000 (whichever value is greater) for companies having a market capitalization between $250 million and $5 billion.
Note: Currency is listed in USD. Use the local currency equivalent outside of the US.

4.4.5.1.1.1 Additional Restrictions for ADM employees (7 Day Blackout Period )

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

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

4.5 Managed Account s

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

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


4.6 Prohibition on Short-Term Tradin g

 Non-Firm Securities: Employees classified as ADM, Investment and Insider Risk are prohibited from engaging in short-term trading. Short term trading is defined as the purchasing then selling, or selling then purchasing, the same or equivalent (derivative) security within 30 calendar days. PREG and Broker-Dealer Monitored employees are not subject to a holding period for non-Firm securities.

 Firm Securities: All employees are prohibited from purchasing then selling, or selling then purchasing any Firm securities (Firm securities include any securities issued by The Bank of New York Mellon Corporation and its subsidiaries, including, but not limited to, shares of common stock, preferred stock or bonds of the Firm) within 60 calendar days.
Employees who engage in short-term trading in non-Firm securities (within 30 calendar days) or Firm securities (within 60 calendar days) will be issued a violation and any profits realized must be disgorged.

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

 Profit is based upon the difference between the most recent purchase and sale prices for the most recent transactions. You should be aware that profit for disgorgement purposes may differ from the capital gains calculations for tax purposes.

 The disposition of any disgorged profits will be at the discretion of the Firm to a bona fide and legally permitted charity. You will be responsible for any tax and related costs.

 Profit disgorgement, where applicable, is not required for any security that is deemed Exempt (as defined in Section 7.1 of this Policy) and trades in Proprietary Funds conducted within the BNY Mellon 401(k).

4.7 Specific Restrictions for PREG Employee s

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

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

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

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

5. Governance and Responsibilities

5.1 All Employees are responsible for :

 Adhering to all sections of this Policy as it relates to their role.

 Immediately contacting the Employee Compliance/Securities Trading Conduct group or your Compliance Officer (or anonymously through the Firm’s Ethics Help Line or Ethics Hot Line) if a known or suspected violation of this Policy occurred.


5.2 Businesses and Corporate Function s

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

 Classifying employees and developing business line polices/procedures to describe the protocols for assigning classifications that are consistent with this this Policy, seeking guidance from Compliance as needed.

 Retaining accurate records of each employee’s classifications in their business unit, maintaining proper controls so that the classifications are current and providing an attestation to Compliance that the classification of the employees are accurate, when requested.

 Communicating employees’ classification and overseeing staff so that they are properly trained on the Policy requirements.

 Overseeing the timely completion of all required reports, violation notices and certifications as required by this Policy.

 Constructing (and keeping current) a list of securities appropriate for Policy restrictions; typically this will consist of trading systems required for employee monitoring, portfolio manager codes, and designated approvers. Generally this detail will be required only in instances where a Business or Corporate Functions have staff classified as an Investment or ADM employee.

 When required, providing timely and accurate updates to the list of Proprietary Funds (those that are advised, sub-advised or underwritten by the business) to the Employee Compliance/Securities Trading Conduct group.

5.3 Employee Compliance/Securities Trading Conduct Grou p

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

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

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

5.4 Compliance Officer s

Compliance Officers are responsible for:

 Providing policy training to employees when requested by the Employee Compliance/Securities Trading Conduct group.

 Reporting compliance with this Policy, including detail on violations, to Legal Entity and Fund Boards, as required by law, regulation or policy.

 When requested by the Employee Compliance/Securities Trading Conduct group, approving requests for investment.

5.5 Legal Departmen t

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

5.6 Technology Departmen t

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


6. Adherence and Control

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

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

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

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


7. Appendices

7.1 Definition s

  

Term

Definition/Meaning of Term

Automatic Investment Plan

A program in which regular periodic purchases (withdrawals) are made automatically to/from investment accounts in accordance with a predetermined schedule and allocation. Examples include: Dividend Reinvestment Plans (DRIPS), payroll deductions, bank account drafts or deposits, automatic mutual fund investments/withdrawals (PIPS/SWIPS), and asset allocation accounts.

Blackout List

List of securities submitted by a Business Unit for which there are pending or executed transactions for an affiliated account (other than an index fund).

Firm Securities

Include any securities issued by The Bank of New York Mellon Corporation and its subsidiaries, including, but not limited to, shares of common stock, preferred stock or bonds of the Company.

Exempt Securities/Financial Instruments (Collectively “Exempt Securities” or “Exempt”)

All securities require reporting and preclearance unless expressly exempt by this Policy. The following securities are exempt for all classifications of employees:

 Cash, cash-like securities, such as bankers’ acceptances, bank CDs and time deposits, money market funds, FX spot transactions, commercial paper and repurchase agreements.

 Cryptocurrencies, regardless of where they are held (in brokerage exchange accounts or in personal cryptocurrency wallets).
Note: Direct participation investments in Initial Coin Offerings (ICOs), pooling money with others with the intent to invest in digital assets or cryptocurrencies and creating investment vehicles to sell interest in Limited Partnerships (LPs) or Master Limited Partnerships (MLPs) for the purpose of investing in digital assets


  
 

 or cryptocurrencies are all considered to be private securities transactions that must be reported.

 Employee investments in their sovereign governments. Obligations of other instrumentalities or quasi-government agencies are not exempt.

 Securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are not Proprietary Funds. Proprietary Funds are exempt for employees classified as Insider Risk.

 Securities in retirement plans properly organized under local law of companies not associated with the Firm (e.g., spouse’s plan, previous employer’s plan, etc.). This exemption is not applicable to any plan wherein the trades can be directed in common stock by the account holder.

 Securities in college tuition plans for dependents properly organized under local law. It should be noted that this exemption is not applicable securities that are deemed to be a Proprietary Fund for employees classified as an ADM and Investment Employees.

 Fixed annuities.

 Variable annuities, as long as the sub-accounts are not invested in Proprietary Fund sub-accounts.

 Securities held in approved non-discretionary (managed) accounts.

 Non-financial commodities (e.g., agricultural futures, metals, oil, gas, etc.), currency, crypto-based currency, and financial futures (excluding stock and narrow-based stock index futures).

 Non-Proprietary ETFs are exempt from Preclearance but are required to be reported for ADM, Investment and Insider Risk Employees.

 Transactions that are involuntary (such as stock dividends or sales of fractional shares); however, sales initiated by


  
 

 brokers to satisfy margin calls are not considered involuntary.

 Transactions pursuant to the exercise of rights (purchases or sales) by an issuer made pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer.

 Sales effected pursuant to a bona fide tender offer.

 Transactions pursuant to an automatic investment plan, including payroll withholding to purchase Proprietary Funds.

Front Running

The purchase or sale of securities for your own or the company’s accounts on the basis of your knowledge of the company’s or company’s clients trading positions or plans.

Index Fund

An investment company or managed portfolio (including indexed accounts and model driven accounts) that contain securities in proportions designed to replicate the performance of an independently maintained, broad-based index or that is based not on investment discretion but on computer models using prescribed objective criteria to replicate such an independently maintained index.

Indirect Ownership

Generally, you are the indirect owner of securities if you are named as power of attorney on the account or, through any contract, arrangement, understanding, relationship, or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them. This includes trades which are effected by or on behalf of the employee when the trade is carried out for the account of any of the persons referenced below. Common indirect ownership situations include, but are not limited to:

 Securities held by members of your Immediate Family by blood, marriage, adoption, or otherwise, who share the same household with you;
“Immediate Family” includes any person with whom they have a family relationship, or whom they have close


  
 

 links, such as your spouse, domestic partner, children (including stepchildren, foster children, sons-in-law and daughters-in-law), grandchildren, parents (including step-parents, mothers-in-law and fathers-in-law), grandparents, and siblings (including brothers-in-law, sisters-in-law and stepbrothers and stepsisters):

 Any person in conjunction with whom the employee has a direct or indirect material interest in the outcome of the trade – other than obtaining a fee or commission for the execution of the trade;
Employees must consider this requirement and report trades which fit under the above definition to avoid violations and breaches of both regulations and Policy.

Initial Public Offering (IPO)

The first offering of a company's securities to the public.

Investment Clubs

Organizations whose members make joint decisions on which securities to buy or sell. The securities are generally held in the name of the investment club. Prior to participating in an investment club, all Monitored Employees are required to obtain written permission from their local Compliance Officer to participate in the club. If permission is granted, the account is subject to all aspects of this Policy.

Investment Company

A company that issues securities that represent an undivided interest in the net assets held by the company. Mutual funds are open-end investment companies that issue and sell redeemable securities representing an undivided interest in the net assets of the company.

Money Market Fund

A mutual fund that invests in short-term debt instruments where its portfolio is valued at amortized cost so as to seek to maintain a stable net asset value (typically of $1 per share).

Non-Discretionary (Managed) Account

An account in which the employee has a beneficial interest but no direct or indirect control over the investment decision making


  
 

process. Any such accounts of Monitored employees must be approved by the Employee Compliance/Securities Trading Conduct group in writing in order to be exempt from the reporting and preclearance requirements noted in this Policy.

Option

A security which gives the investor the right, but not the obligation, to buy or sell a specific security at a specified price within a specified time frame.

Short term trading in option positions

Opening and closing or closing and opening an option position within 30 days of each other or opening an option position within 30 days of expiration will result in any profits being subject to disgorgement. When opening an option position against an existing common stock holding you must have held that position for at least 30 days to avoid any profits being subject to disgorgement.

Private Placement

An offering of securities exempt from registration under various laws and rules, such as the Securities Act of 1933 in the U.S. and the Listing Rules in the U.K. Such offerings are exempt from registration because they do not constitute a public offering. Private placements can include limited partnerships, certain cooperative investments in real estate, co-mingled investment vehicles such as hedge funds, investments in privately-held and family owned businesses and Volcker Covered Funds. For the purpose of this policy, time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

Proprietary Fund

An investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter. The Proprietary Fund Listing can be found on MySource on the Compliance and Ethics homepage.

Securities/Financial Instruments (Collectively “Securities”)

Any investment that represents an ownership stake or debt stake in a company, partnership, governmental unit, business or other enterprise. It includes stocks, bonds, notes, evidences of


  
 

indebtedness, certificates of participation in any profit-sharing agreement, units in collective investment undertakings, collateral trust certificates and certificates of deposit. It also includes security-based derivatives and swaps and many types of puts, calls, straddles and options on any security or group of securities; fractional undivided interests in oil, gas, or other mineral rights; and investment contracts, variable life insurance policies and variable annuities whose cash values or benefits are tied to the performance of an investment account. Unless expressly exempt, all securities transactions are covered under the provisions of this policy (See exempt securities).

Short Sale

The sale of a security that is not owned by the seller at the time of the trade.

Spread Betting

A type of speculation that involves taking a bet on the price movement of a security. A spread betting company quotes two prices, the bid and offer price (also, called the spread), and investors bet whether the price of the underlying security will be lower than the bid or higher than the offer. The investor does not own the underlying security in spread betting, they simply speculate on the price movement of the stock.

Tender Offer

An offer to purchase some or all shareholders' shares in a corporation. The price offered is usually at a premium to the market price.

Volcker Covered Fund

Generally, a “Volcker Covered Fund” is a domestic or foreign hedge fund, private equity fund, venture capital fund, commodity pool or alternative investment fund (AIF) that is sold in a private, restricted or unregistered offering to investors who must meet certain net worth, income or sophistication standards or is sold to a restricted number of investors.
Generally, the fund is not registered with a securities/commodity regulator and therefore cannot be offered to the general or retail public unless the investor meets some type of qualification to demonstrate the investor does not need the protection of the securities or


  
 

commodities regulations.
A complete list of Covered Funds can be found at the Volcker Compliance Site on MySource or refer to the Volcker Covered Funds Policy (Corporate Policy I-A-049).

7.2 Addendums (if necessary )

N/A

7.3 Document Governanc e

7.3.1 Periodic Revie w

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

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

7.3.2 Ownership/Question s

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

      

Policy Owner

Policy Approver

Version

Review and Approval Date

Next Review Date

Additional Contact(s) for Questions

Steven Wachtel
Global Head of Securities Trading Compliance

Diane Hausman
Global Head of Employee Compliance

13

December 22, 2020

December 22, 2021

securitiestradingpolicyhelp@bnymellon.com

7.4 Version Contro l

    

Version Number

Date of Change

Author (and Role of Author) of Change

Description of Change

15

March 29, 2021

Carol Cersosimo
Manager
Personal Securities Trading Group

Revised to remove reference to old policy;

Correction of typo in Section 4.1.5.

14

January 26, 2021

Carol Cersosimo
Manager
Personal Securities Trading Group

Revised to reflect reporting requirement for Insider Risk employees for Non-


    
   

Proprietary ETFs

13

January 15, 2021

Steven Wachtel
Global Head of Securities Trading Compliance

Streamlined employee classifications, added Approved Broker requirement for UK and India-based employees, updated indirect ownership section to comply with MiFID II and instituted a strict 30 day hold requirement for non-company securities.

12

January 15, 2019

Carol Cersosimo
Manager
Personal Securities Trading Group

Revised to transfer the classification responsibility from Local Compliance to the 1st Line of Business for Investment Services; removed reference to IEC Oversight and Senior Leadership Team Members.

11

June 8, 2018

Gerald DiMarco
Manager
Global Ethics Office

The document was reviewed and reapproved without changes, pending substantive revisions anticipated for July 2018.

10

April 3, 2018

Gerald DiMarco
Manager
Global Ethics Office

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

7.5 Document Hierarch y

   

Document Type

Name of Document

Relationship

Level 3 Policy

Employee Compliance Policy (II-A-600)

Parent


   

Tier III Procedure

Personal Securities Trading – Compliance (III-A-200)

Child

Tier III Policy

Risk Personal Securities Trading Policy (III-GG-420)

Child

Tier III Procedure

Technology Personal Securities Trading Administration Procedure (III-PI-1.057)

Child

Tier III Procedure

Personal Securities Trading: Overview (III-RG-041)

Child

Tier III Policy

Personal Securities Trading Policy (III-KW-7.05)

Child

Tier III Policy

Middle Office Personal Securities Trading Policy (III-PC-43.624)

Child

Tier II Policy

Investment Management Personal Securities Trading - Employee Classification Policy (II-K-010)

Child

Tier III Policy

Personal Securities Trading – AS (III-OA-0.039)

Child

Tier III Procedure

Personal Securities Trading (III-H-15)

Child

Tier III Procedure

CCM Personal Securities Trading Procedure (III-OB-1.1241)

Child

Tier III Procedure

Personal Securities Trading: Overview (III-OC-1.395-210)

Child

Tier II Policy

Operations Personal Securities Trading Policy (II-PC-10.100)

Child

Tier III Procedure

Depositary Receipts Securities Firewall and Personal Securities Trading Procedure (III-OD-1.106)

Child

Tier III Procedure

Personal Securities Trading (III-TS-1.197-105)

Child

Tier III Procedure

Personal Securities Trading (III-J-180)

Child

Tier III Procedure

Accounting Services Personal

Child


   
 

Trading Classification Procedure (III-PC-46.019)

 

7.6 Other Applicable Document s

  

Document Type

Name of Document

Tier I Policy

Code of Conduct (I-A-010)

Tier I Policy

Business Conflicts of Interest (I-A-035)

Tier I Policy

Information Barrier Policy (I-A-046)

Tier I Policy

Policy on Rule 10b5-1 Plans (I-C-170)

Tier I Policy

Market Abuse Policy (I-A-040)

Tier I Policy

Volcker Covered Funds Policy (I-A-049)

Tier I Policy

Managing Performance and Conduct through Corrective Action (II-H-610)



Exhibit (p)(7)


    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

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: November 22, 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, except as noted in Appendix IV for Cryptocurrency Portfolio Persons. 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.


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:

o Initial Public Offerings (with certain exemptions for fixed income and other securities)

o Special Purpose Acquisition Companies (SPACs)

o Private Placements and hedge funds

o Securities issued by Allianz SE

o 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,

  
  

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.


censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation.

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.

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 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. Purchases 2 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.


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

  
  


 

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, except as noted in Appendix IV for Cryptocurrency Portfolio Persons.  However, Derivatives on and indirect investments in Cryptocurrencies are “Personal Securities Transactions” and are subject to the pre-clearance and reporting requirements.


issued by the same issuer or a Related Financial Instrument that such research analyst is analyzing for a Client (whether such analysis was requested by another person or was undertaken on the research analyst's own initiative). Such prohibition remains in effect until the research analyst is notified in writing that the Financial Instrument has been selected or rejected for purchase or sale for a Client account or until the research analyst obtains permission to transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument from a Managing Director supervisor and a Compliance Officer.

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 estate 4

Real Estate Portfolio Persons must report Personal Real Estate Investment Transactions 5 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,

  
  

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



and options thereon, included in the Standard & Poor’s 500 Index (“S&P 500® Index”) will be permitted (subject to any other applicable requirements of the Code, such as the pre-clearance and blackout period requirements). Note, with respect to an option transaction, exposure is measured by the underlying notional value of the option.

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.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 and Commodities 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

  
  


 

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.


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

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.

3. Quarterly and Annual Holdings Report


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

4. Changes in Your Immediate Family Members

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

VI. COMPLIANCE DEPARTMENT RESPONSIBILITIES

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

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

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

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

C. Maintenance of Records

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

VII. ACTIVITIES OUTSIDE OF PIMCO

A. Approval of Activities Outside of PIMCO

1. You may not engage in full-time or part-time service as an officer, director, partner, manager, member, proprietor, principal, consultant or employee of any Business Organization or Non-Profit Organization other than PIMCO, PIMCO Investments, the PIMCO Foundation, PIMCO


Partners, or a fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCO’s General Counsel or other designated person.

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.


APPENDIX I

Glossary

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

Applicable Cryptocurrency – means any Cryptocurrency currently traded by PIMCO on behalf of clients.

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.

Cryptocurrency Account – solely for the purposes of the Cryptocurrency Portfolio Person addendum, means any Personal Securities Account that holds or is expected to hold Applicable Cryptocurrency.

Cryptocurrency Portfolio Person – means any person who directly supports or directs trading in Applicable Cryptocurrency on behalf of PIMCO clients.

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.

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, except for Cryptocurrency Portfolio Persons as noted in Appendix IV. For the avoidance of doubt, “Personal Securities Transaction” includes Derivatives on a Cryptocurrency.

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.

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.


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 (i.e., 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 Future 7 (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.


APPENDIX IV

Cryptocurrency Portfolio Person Requirements

PIMCO has established special requirements that apply to Cryptocurrency Portfolio Persons, defined as employees who directly support or direct trading in Applicable Cryptocurrency on behalf of PIMCO clients. Cryptocurrency Portfolio Persons must:

· Report all Cryptocurrency Accounts within the Compliance Portal and provide quarterly and annual statements of transactions and holdings reports to Compliance within 30 calendar days following each quarter end

o For the avoidance of doubt, each Cryptocurrency Portfolio Person must ensure that all Cryptocurrency Accounts are held with a provider that can generate a transactions history report for submission to Compliance

· Pre-clear all Applicable Cryptocurrency transactions (including purchases, sales, and conversions between a Applicable Cryptocurrency and another asset) within the Compliance Portal

· Applicable Cryptocurrency transactions executed in an opposite way within 30-calendar days are prohibited (purchase and sale, sale and purchase, or equivalent conversions); see Section III.B. for further details regarding the short-term trading prohibition

o Note that the short-term trading prohibition applies even if the purchase/sale/conversion transactions occur in different Cryptocurrency Accounts

· Not transact in Applicable Cryptocurrency: (i) seven calendar days prior to, (ii) three calendar days after, or (iii) the same day of, in each case, a PIMCO client trade in Applicable Cryptocurrency; see Section III.D. for further details regarding the blackout period prohibition

   
  

Restriction Applicable to

Cryptocurrency Portfolio Persons

Applicable Cryptocurrency

Report Cryptocurrency Accounts

Yes

Pre-clear Transactions

Yes

30-Calendar Day Rule

Yes

Blackout Period

Yes



Ethics Office MyCompliance.fmr.com

 

2021

 

Rules for

Employee Investing

CODE OF ETHICS FOR PERSONAL INVESTING

Fund Access Version

 

GLOBAL POLICY ON INSIDE INFORMATION

 

RULES FOR BROKER-DEALER EMPLOYEES

 

 

The Rules for Employee Investing are fairly comprehensive. They cover most of the personal investing situations 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 second look at the rules.

 

2. Seek guidance.

Asking questions is always appropriate. Talk with your manager or the Ethics Office if you’re not sure about the policy requirements 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 following the Rules for Employee Investing is one of the most important ways we can ensure our customers’ interests always come first.

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

 

Rules for All Employees Subject to This Code of Ethics 4

 

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, Research Analysts, and Portfolio Managers 12

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

MyCompliance.fmr.com

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.



 

CODE OF ETHICS — FUND ACCESS VERSION2
 

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

 

3 Rules for
Broker-Dealer Employees
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 VERSION3
 
                                                    
     
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
 
   

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 disclose all covered securities held in your covered accounts and those not held in an account. This rule covers not only securities accounts and holdings 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 associated 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
 

Automatic investment plan

 

A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) covered accounts according 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 outside 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 purchase 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 holdings 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 institution, 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
 

   

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 following 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, transferring, 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 partnerships, 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
 

 

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 maintaining reasonable supervision over that person’s activities related to pre-clearance.

 

 

 

 

 

 

HOW TO PRE-CLEAR A TRADE

 

To avoid errors, use these step-by-step instructions:

1. Access the Fidelity Global Pre-Clearance System:

Internal

preclear.fmr.com

External

preclear.fidelity.com

 

If you are unable to access the Fidelity Global Pre-Clearance System, call the Pre-Clearance Line at (001) 617-563-6109 or (001) 800-771-2707.

 

Note that pre-clearance for FMR Co. equity traders and their covered persons is not available until noon local market time or as designated by the Ethics Office.

 

2. Accurately enter the details of the trade you would like to make. Do not trade unless you receive approval.

 

3. Place your order. Be sure your order is for the same security and direction as your pre-clearance approval. Do not place a good-til-cancelled order.

 

4. Check the status of your order at the end of the market session.

 

5. Cancel any orders that have not been executed.

 

 

 

 

 

 

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 determined 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
 

Option transactions under the 60-Day Rule

 

Option transactions can be matched either to a prior purchase of the underlying 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 position is matched to any like opening positions taken during 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 surrendering 60-day gains that would result from an automatic liquidation, 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 previous 60 days (starting with the earliest purchase in the 60-day period). Any gain resulting from any matched transactions must be surrendered. For specific information 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 exception 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 provision, call the Ethics Office at (001) 617-563-5566 or (001) 800-580-8780.

 

  To request permission for a tax-planning or hardship 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.

 

 
       
  
CODE OF ETHICS — FUND ACCESS VERSION9
 

 

 

 

 

 

 

 

 

 

 

 

 

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 protective 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 securities 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 investment 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 investment program that has been disclosed to the Ethics Office in advance.

 

CODE OF ETHICS — FUND ACCESS VERSION10
 
 

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 company 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 shareholders 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 appropriate 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 material 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 discretion 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 objectives 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 decision. Be sure to include any extenuating circumstances or other factors not previously 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 VERSION11
 
   

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 information, 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 information, 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 VERSION12
 
   

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 standing 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 managed 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 trading 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 personally 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 VERSION13
 

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

 

 

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

 

US-COEFA-2021    
1.908020.108 CODE OF ETHICS — FUND ACCESS VERSION 14
 
  Enterprise Compliance MyCompliance.fmr.com

 

  Global Policy on Inside Information
   
  Effective Date: February 2021
       
  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).

 

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

 

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 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.

 

       
  Fidelity Internal Information   Global Policy on Inside Information Page 1 of 4
 
 

Remember – your MNPI Designated Contact is here to help you with these issues!

 

How You May Encounter Inside 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

       
  Fidelity Internal Information   Global Policy on Inside Information Page 2 of 4
 
 

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.

 

       
  Fidelity Internal Information   Global Policy on Inside Information Page 3 of 4
 
 

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 – Equity Origination Information Barriers

 

Fidelity Institutional Online Reference – Inside Information

       
 

Contacts and Web Resources

 

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)

 

Other Related Policies

 

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

 

       
       
  Fidelity Internal Information   Global Policy on Inside Information Page 4 of 4
 
 
    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 external 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:

■  Fidelity.com

■  Fidelity Automated Service Telephone (FAST®): 800-544-5555

■  The Employee Trading Line: 800-343-2428

■  Retirement Brokerage Services for BrokerageLink® (self-directed brokerage) accounts: 800-890-4015

■  A Fidelity Private Client Group® team authorized for this purpose

Note: The manager or designated supervisory principal is responsible for reviewing the trading activity of covered accounts associated with any employee subject to these Rules.

 

RULES FOR BROKER-DEALER EMPLOYEES 19
 
   

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:

■  Trading ahead of (“front running”), in tandem with, or immediately after (“tailgating”) orders of customers or other employees.

■  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

■  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.

■  Do not engage in transactions that may involve, or could appear to involve, a conflict of interest between you and any customer accounts.

■  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.

 

■  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.

■  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 appropriate 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:

■  Enter trade adjustments, or adjust commissions, on any account owned or controlled by you or an immediate family member

■  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
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

■  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 routine maintenance on their own accounts by using Fidelity.com or by submitting the appropriate Fidelity form through normal customer processing channels

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.

 

Do not falsify records

Employees are prohibited from altering or intentionally falsifying internal or external systems records and original documents related to Fidelity and its customers, and from submitting any fraudulent information to Fidelity. This includes, but is not limited to:

■  Forging customer signatures or altering any customer document, including applications or LOIs (letters of instruction)

■  Falsifying account or trading records

■  Submitting inaccurate expense reports

■  Backdating documents or records

■  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 customer 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 partnerships, 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
 
 

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 registered 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
1.905642.108
RULES FOR BROKER-DEALER EMPLOYEES 22
 

Exhibit (p)(10)

CODE OF ETHICS

CANDRIAM

  

Drafted by

Compliance Department

Date approved by Corporate Compliance Committee

19/03/2021

Date approved by Board of Management

Candriam Belgium - 23/03/2021 Candriam Luxembourg  23/04/2021 Candriam France  25/05/2021

Scope

All Candriam employees

Creation date

7 June 2015

Last updated

11/03/2021


Contents

Error! No table of contents entries found.


This Code of Ethics (“COE”), as amended from time to time, applies to all employees (including trainees, VIE and any person working under an open-ended or fixed-term employment contract with Candriam), officers, senior management and directors(hereafter, the “Staff Members”) of Candriam Luxembourg including its subsidiaries and branches (hereafter collectively referred to as “Candriam”).

Employees personal securities transactions may raise potential conflicts of interest or be used to carry out market abuses and are therefore subject to special conditions. The following restrictions on transactions and actions to be taken are designed to provide a credible safeguard against abuses of trust and thus protect both Candriam and its Staff Members.

Adherence to this Code is a fundamental and absolute condition of service with Candriam. Candriam will provide a copy of this Code and inform employees of any subsequent amendments promptly after its effective date. New employees are informed and trained about their obligations related to the COE shortly after joining the Company. Copies of this Code are always available on the Intranet for all Staff Members.

Violations of the COE may result in the imposition of sanctions on employees, including suspension or dismissal from Candriam’s employment.

This Code shall be read in conjunction with the Code of Conduct, the Conflict of Interest Policy and the Market Abuse Policy.


 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.

 Candriam” refers to Candriam Luxembourg including its subsidiaries and branches.

 “Candriam ETF” refers to exchange traded funds on commodities or that hold at least 30 underlying securities for which Candriam or its affiliates (including New York Life entities) act as Management Company or investment adviser, Investment manager or placement agent.

 “Candriam Funds” refers to open-ended funds (UCITS, AIF, OIECs, U.S. registered investment companies and similar funds offered to the public), whether or not organized in the EU for which Candriam and its affiliates (including New York Life entities) act as Management Company or investment adviser, investment delegate, Investment manager or placement agent

 “COE” refers to Code of Ethics

 Covered Account refers to the type of accounts that have to be disclosed by Staff Members as defined under Exhibit 1.

 Covered Person refers to Staff Members subject to Candriam’s supervision and who either:

a) have access to non-public information regarding :

- any purchase or sale of securities on behalf of a portfolio (including separately managed account, investment funds) advised or sub-advised by Candriam or

- the holdings of any portfolio (including separately managed account, investment funds) which Candriam serves as an adviser or sub-adviser or any such investment company whose adviser or principal underwriter controls, is controlled by, or is under common control with Candriam; and/or

b) are involved in making securities recommendations to clients and/or portfolio (including separately managed account, investment funds), or who have access to such recommendations that are non-public.

Covered persons also include:

- persons discharging managerial responsibilities at Candriam, as well as persons closely associated with them (“Relatives”);

- portfolio managers and research staff, as well as persons closely associated with them (“Relatives”).


 Investment Club is a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.

 “Personal transactions” are transactions in any investments effected by:

(a) the staff member for her/his own account (independently whether the transactions undertaken on such account by staff member himself are for her/his direct or indirect benefit or that of another person) or

(b) the staff member for any other person who has given to the staff member, in her/is personal capacity, permission or authority to transact on their behalf.

In summary to the above, transactions conducted by third parties are also deemed personal transactions if a staff member has a beneficial interest in whole or in part or makes investment decisions.

Within the scope of this Code, the term “personal transactions” and “personal account dealing” have a broad interpretation. Besides securities in the usual sense, it also includes all transactions in respect of derivative instruments. This Code therefore applies to all types of transaction, not just those conducted, for example, on the stock exchange. The Code does not concern cryptocurrencies or digital currencies, such as Bitcoin or Ether, which are a virtual or digital representations of value.

 “Non-Candriam ETF” refers to exchange traded funds on commodities or that hold at least 30 underlying securities for which Candriam or its affiliates (including New York Life entities) do not act as Management Company or investment adviser, Investment manager or placement agent

 “Non-Candriam Funds” refers to open-ended funds (UCITS, AIF, OIECs, U.S. registered investment companies and similar funds offered to the public), whether or not organized in the EU for which Candriam or its affiliates (including New York Life entities) do not act as Management Company or investment adviser, investment delegate, Investment manager or placement agent

 “Relatives” refers to Covered Person’s spouse, children or relatives who reside in the same household.


1. Fiduciary Principles

Candriam is subject to fiduciary requirements under the laws of jurisdictions in which it offers and provides services to clients.

It is Candriam’s policy that Staff Members subject to these requirements must conduct their personal account dealings in securities so as to avoid not only actual conflicts of interest with Candriam’s clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust our clients have placed in us.

These Fiduciary principles are included in the applicable European and local laws of European Union members such as UCITS, MiFID and AIFM Directives.

In addition, the Fiduciary Principles are defined in the US Investment Advisers Act of 1940. As a result, Candriam owes an undivided duty of loyalty to its clients, and Candriam expects its Staff Members to adhere to this duty.

Additional requirements apply where Candriam is a fiduciary for separately managed accounts for

U.S. employee benefit plan clients subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA” and “ERISA plan clients”).

ERISA contains strict regulatory requirements including a fiduciary duty of prudence, which requires that a fiduciary demonstrate and document the procedural prudence of its decision making.

ERISA also imposes a duty of loyalty, which requires that fiduciaries act for the exclusive benefit of the ERISA plan client’s participants and beneficiaries.

This Code should be read together with Candriam’s general ERISA Plan Compliance Policy.

Candriam expects its Staff Members to adhere to these duties and the other duties imposed by ERISA.

2. Compliance with Law

Candriam strictly complies with the laws applicable to its business in the jurisdictions in which it offers or provides services to clients. Staff Members are required to do so as well to the extent any such laws are applicable. If a Staff Member is unsure of what laws are applicable they can contact their Compliance function for clarification.


1. rpose of these Rules

This COE is designed to ensure, among other things, that the personal securities transactions of Candriam’s Staff Members are conducted in accordance with the following principles, and all other applicable policies and procedures (including Candriam’s ERISA Plan Compliance Policy):

(i) uty at all times to place the best interests of Candriam’s clients first and foremost;

(ii) requirement that all personal securities transactions be conducted in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of a person’s position of trust and responsibility; and

(iii) requirement that Candriam Staff Members should not take inappropriate advantage of their positions with Candriam.

1. ional Prohibitions

In addition to the specific prohibitions on certain personal securities transactions as set forth herein, all Candriam Staff Members are prohibited from:

(i) ing any device, scheme or artifice to defraud any client or prospective client (including, with respect to Candriam’s ERISA plan clients, acting for the exclusive benefit of the ERISA plan client);

(ii) o any client or prospective client any untrue statement of a material fact or omitting to state to such prospect or client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(iii) in any act, practice or course of business which operates or would operate as a fraud or deceit upon any client or prospective client;

(iv) in any manipulative practice with respect to any client or prospective client; and

(v) ing to any third party (except in the normal course of his or her duties on behalf of a client) any non-public information regarding securities transactions by any client or the consideration by any client or the Firm of any securities transactions; and

(vi) any ERISA plan client to engage in any nonexempt prohibited transaction or any other transaction that would violate Candriam’s applicable fiduciary duties under ERISA, as described under Candriam’s ERISA Plan Compliance Policy.


2. owledgement of receipt and Certification

Each Staff Member shall provide to the Compliance Department initially and not later than 10 calendar days after her/his arrival a signed Compliance Acknowledgement Letter in order to undertake her/himself to observe and comply with all policies and procedures as set out in the manual including the COE.

Each Staff Member shall provide the Compliance with an Initial certification of compliance by any means accepted by Candriam including through any dedicated tool adopted by Candriam not later than 10 calendar days after first compliance request.

The template for initial certification of compliance applicable to Staff Member under a short-term employment contract (less than or equal to 12 months) with Candriam can be found are in Exhibit 3.


Candriam Staff Members are required to adhere strictly to all applicable laws and regulations concerning insider dealing and disclosure of material inside information. Violations of these laws and regulations may result in disciplinary action by Candriam, as well as penalties under law.

Insider information definitions in accordance with in Article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 can be summarised as the illegal use of confidential information from inside the company for personal gain. It is also described as:

· use any non-public information;

· offering a degree of certainty and specific enough to be able to infer an impact on the financial instruments;

· directly or indirectly, information concerning one or more issuers of financial instruments; and

· which, if it were made public, would be likely to have a significant effect on the price of those financial instruments or related derivative financial instruments such as commodity underlyings. It also applies to auctioned products such as emissions.

Market manipulation definitions according to Article 12 of Regulation (EU) No 596/2014 imply, inter alia, the following behaviour:

a) the carrying out of transactions or issuing orders:

· which give or are likely to give false or misleading signals as to the supply of, demand for, or price of financial instruments; or

· which secure, or are likely to secure, by a person or persons acting in collaboration, the price of one or several financial instruments at an abnormal or artificial level, unless the person who entered into the transactions or issued the orders establishes that his/her reasons for so doing are legitimate and that those transactions or orders to trade conform to accepted market practices on the regulated market concerned;

b) carrying out transactions or issuing orders to trade which employ fictitious devices or any other form of deception or contrivance or;

c) disseminating information, through the media (including the Internet, or by any other means), which gives or is likely to give false or misleading signals as to the supply of, demand for, or price of financial instruments, including the dissemination of rumours and false or misleading news, where the person who made the dissemination knew, or ought to have known, that the information was false or misleading.


As a general rule, personal transactions undertaken by each Staff Member must not conflict with Candriam’s duty of care to its clients and investors under the regulatory system nor contravene the market abuse rules or involve the misuse or improper disclosure of confidential information.

Staff Members may not use confidential or proprietary information for personal investment purposes or for personal gain. The prohibition also extends to using another person to take such actions or disclosing information or opinions to another person, which might lead them to undertake such business.

Any security purchased by an employee on a covered account in contravention of the COE must be sold immediately and no later than 2 business days after notification of the breach by the Compliance team.

Employee will not be compensated for any financial disadvantage or loss arising in application of this Code.

The following rules are designed to protect Staff Members and Candriam, from any allegation of improper conduct arising from personal transactions.

Staff Members may not try to avoid the rules by undertaking their personal transactions through the names of other persons/third parties whether directly or indirectly connected to them.

Therefore, if a Staff Member is not permitted to enter into a transaction for their own account, they must not procure any other person/third party to enter into such a personal transaction on their behalf.


Each Staff Member, that is not a Covered Person, are not permitted to undertake personal transactions except that :

· the following transactions are permitted but must be reported to the Compliance Department as the case may be, in accordance with Section 8 and Exhibit 2:

(i) Candriam Echange Traded Funds (“ETF”) that hold at least 30 underlying securities, and exchange traded funds on commodities

(ii) Candriam funds (UCITS, AIF, OIECs, U.S. registered investment companies and similar funds offered to the public, whether or not organized in the EU),

(iii) options and futures

(iv) stocks or corporate bonds

(v) Sovereign bonds issues by an OECD Country.

· the following transactions are permitted and must not be reported to the Compliance Department

(i) Non-Candriam Echange Traded Funds (“ETF”) that hold at least 30 underlying securities, and exchange traded funds on commodities

(ii) Non-Candriam funds (UCITS, AIF, OIECs, U.S. registered investment companies and similar funds offered to the public, whether or not organized in the EU),

(iii) transactions that are non-volitional in nature1: e.g., mandatory Corporate actions (stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities), donation or inheritances of securities, and margin/maintenance calls (where the securities to be sold are not directed by the covered person).;

(iv) transactions that are related to :

a. bankers’ acceptances;

b. bank certificates of deposit;

c. commercial paper.

EXHIBIT 2B summarizes these rules for Non Covered persons


The following rules apply to Covered Persons and their Relatives.

Covered Persons are not permitted to undertake personal transactions except that :

· the following transactions are permitted but must be reported to the Compliance Department as the case may be, in accordance with Section 8 and Exhibit 2:

(vi) Candriam Echange Traded Funds (“ETF”) that hold at least 30 underlying securities, and exchange traded funds on commodities

(vii) Candriam funds (UCITS, AIF, OIECs, U.S. registered investment companies and similar funds offered to the public, whether or not organized in the EU),

(viii) options and futures on commodities or securities indices that have at least 30 constituent underlying securities,

(ix) stocks or corporate bonds issued by issuers which are considered as Large capitalization when the investment is made, which are considered to have a market capitalization exceeding 10 billion USD (on the secondary market or on the primary market when the overall issue is above 10 billion USD) , and

(x) Sovereign bonds issues by an OECD Country.

· the following transactions are permitted and must not be reported to the Compliance Department

(v) Non-Candriam Echange Traded Funds (“ETF”) that hold at least 30 underlying securities, and exchange traded funds on commodities

(vi) Non-Candriam funds (UCITS, AIF, OIECs, U.S. registered investment companies and similar funds offered to the public, whether or not organized in the EU),

(vii) transactions that are non-volitional in nature2: e.g., mandatory Corporate actions (stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities), donation or inheritances of securities, and margin/maintenance calls (where the securities to be sold are not directed by the covered person).;

(viii) transactions that are related to :

a. bankers’ acceptances;

b. bank certificates of deposit;

c. commercial paper.

EXHIBIT 2A summarizes these rules for Covered persons and their Relatives.


This section applies to all Candriam Staff Members.

1. Initial Holdings disclosure

Each Staff Member shall submit by any means accepted by Candriam including through any dedicated tool adopted by Candriam not later than 10 calendar days after his/her arrival:

(i) all Covered Accounts (as defined in Exhibit 1), and

(ii) all Covered Holdings.

The templates of declaration applicable to Staff Members under a short-term employment contract (less than or equal to 12 months) with Candriam are available on Exhibit 4.

2. Declaration of transactions

All Staff Members must declare to the Compliance Department all of their covered transactions as listed in Exhibit 2 in a dedicated tool no later than the business day after the transaction, or where the Staff Member enters into a transaction while absent from the office due, for example, to holidays or illness, without delay as soon as practicable thereafter and no later than the first day such Staff Member is back in the office.

In this case, an explanatory comment must be included in the declaration when the timing of the required declaration is not respected.

Concerning transaction related to funds, the transaction date to be considered is the NAV publication date.

The templates of declaration applicable to Staff Members under a short-term employment contract (less than or equal to 12 months) with Candriam are available on Exhibit 4.

3. Holdings period requirement

All Staff Members are prohibited from undertaking personal transactions for speculative purposes and must hold personal investments for a period longer than 30 calendar days.

In practice, this obligation implies that no sell can be done within 30 calendar days after the last buy of the same security/derivative contract (even if other buy transactions on the same instrument


have been performed previously). Exceptions to this rule may be granted for compelling reasons. Furthermore, personal transactions must not demand too much of a Staff Member’s time or prevent them in any other way from fulfilling them contractual duties.

All Staff Members are prohibited from selling securities short.

Excessive or inappropriate trading that interferes with job performance or compromises the duty that the Candriam owes to its clients will not be permitted. An unusually high level of personal trading is strongly discouraged.

4. Pre-clearance

Staff members may not acquire beneficial ownership of any security in an initial public offering or a limited private offering (including investments in limited partnerships and hedge funds) not made to the general public or a virtual currency token offered in an initial or digital coin offering (also called ICOs or token sales) except with the express written prior approval of the Chief Compliance Officer for such transaction.

Requests for such permission are to be submitted with the Form attached as Exhibit 4 or by e-mail. The decision of the Chief Compliance Officer is completely within his or her discretion.

5. Annual security account statement

Each year, no more than 30 calendar days after the end of each calendar year, all Staff Members must arrange to provide a security account statement, of the holdings of their Covered Accounts from their banks/broker, to the Compliance Department.

This can be done by any means accepted by Candriam including through any dedicated tool adopted by Candriam.

The Compliance Department shall review these account statements to identify conflicts of interest or potential misconduct.

6. Annual Certification

Each year, no more than 30 calendar days after the end of each calendar year, all Candriam Staff Members must provide the Compliance Department with a Certification of Compliance with this COE by any means accepted by Candriam including through any dedicated tool adopted by Candriam .


The templates of annual certification applicable to Staff Member under a short- term employment contract (less than or equal to 12 months) with Candriam are available in Exhibit 5.


7. Restricted Security List

In addition, Staff Members may be subject to a Restricted Security List maintained by the Chief Compliance Officer that includes securities where Candriam has, or is in a position, to receive material non-public information about a company as a result of a special relationship between Candriam, a Covered Person and the security’s issuer. When applicable, concerned Staff Members are individually informed by Compliance of the existence of that restriction.

Employees are not allowed to trade or invest in any securities listed on the Restricted Security List without the prior consent of the Chief Compliance Officer.

If any concerned Staff Member already holds a security that is on the Restricted Security List and has not received consent from the Chief Compliance Officer, such Staff Member must continue to hold and may not execute any buy or sell orders for the relevant security until such security is removed from the Restricted Security List.


This section only applies to Candriam Staff Members that are “Covered Persons” and their Relatives.

1. Quarterly Certification

Each Covered Person, within 30 calendar days of the end of each calendar quarter (end March, June, September and December), must confirm that he/she has complied with the COE and that he/she has either declared all reportable transactions or has no reportable transactions to declare, by any means accepted by Candriam including through any dedicated tool adopted by Candriam.

2. Confirmation of personal transactions

All Covered Persons must provide a copy of the bank/broker-dealer confirmation of their personal transactions or arrange for the bank/broker-dealer holding their Covered Accounts to send duplicate confirmation of their transaction to the Compliance Department no later than the business day after the transaction, or where the Staff Member enters into a transaction while absent from the office due, for example, to holiday or illness, without delay as soon as practicable thereafter and no later than the first day such Staff Member is back in the office. In this case, an explanatory comment must be included in the declaration when the timing of the required declaration is not respected.


There is no reporting requirement for all Staff Members with respect to personal transactions if:

· effected pursuant to an automatic investment plan (such as saving or pension plans but only with automatic investments).

· effected by a financial institution in any Covered Account over which the Staff Member has no direct or indirect influence or control (a “Personal account managed by a third party without intervention”) to the condition that the investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the Covered Person;

· effected by a Delegate in any Covered Account over which the Staff Member has no direct or indirect influence or control (“Personal account managed by a Delegate without intervention”) to the condition that :

- the Covered Person certifies in writing (using Exhibit 7) that they have not and will take any investment decision nor discuss any potential investment decisions with such Delegate,

- and the Chief Compliance Officer has determined that the account satisfies the foregoing requirements.

10 US REGISTERED REPRESENTATIVES

Staff Members that are Registered Representatives in the United States are also subject to additional reporting requirements and must report securities holdings to their member firm(s). Please refer to the broker-dealer’s policies and procedures for such disclosure requirements.


Certain members of Candriam’s Board of Directors are either employed by Candriam’s affiliate New York Life Investment Management (“NYLIM”) or another New York Life entity (“NYL Associated Directors”) or are not employed by Candriam, New York Life, or any affiliate of Candriam or New York Life (an “Outside Director”).

Candriam seeks to keep any NYL Associated Directors and Outside Directors informed of Candriam’s investment activities through reports and other information provided in connection with Board meetings and other Board events. Since NYL Associated Directors and Outside Directors do not work in the investment business of Candriam, it is Candriam’s policy not to communicate routinely with them concerning specific trading information or advice on specific issues (i.e., no information is given regarding investments for which current activity is being considered for clients).

In light of this code, such a Director need only obtain prior approval for a personal trade in a security if he or she knew or, in the ordinary course of his or her activities should have known, that during the 15-day period immediately before or after a transaction in that security, either a Candriam client purchased or sold that security or Candriam considered purchasing or selling that security on behalf of a client. If this occurs, then the Director would be required to submit a transaction report for the quarter in which the trade took place.

That report may be submitted to Candriam under this code, or in the case of a NYL Associated Director, to NYLIM under its Code of Ethics.


1. Chief Compliance Officer

The Chief Compliance Officer must request approvals from the Global Head of Compliance or submit reports with respect to their personal securities transactions or other activities restricted by the COE by any means accepted by Candriam including through any dedicated tool adopted by Candriam.

2. Review Procedures

A review of this Code will be made at least annually by the Compliance function to ensure it remains accurate and fit for purpose. It will also be reviewed on an ad-hoc basis should there be any changes to applicable law, regulation and/or guidance. After any ad-hoc changes and after each annual review, both the Board of Management and the Board of Directors shall approved this Code and it shall be communicated and made available to all staff.

The US Chief Compliance Officer shall be charged with supervising compliance with this Code. In this supervisory role, the US Chief Compliance Officer shall, among other things, review at least quarterly the broker confirmations and holdings reports submitted with respect to Covered Person securities transactions for that quarter in order to (1) ensure that adequate records are being kept under Rule 204-2, as amended, and Rule 204A-1, as amended, of the Advisers Act and (2) determine if any Covered Person has failed to adhere to the preclearance procedures or trading restrictions under this Code. This task will be delegated to the local Heads of Compliance of the entities who will report about it to the US Chief Compliance Officer.

3. Interpretation

Should any staff member have questions on how they interpret this Code or whether a proposed transaction, account, etc. should be reported, they are encouraged to contact their Compliance officer for clarification.

4. Reporting of Violations

All Staff Members, upon learning of any violation of these rules, are expected to report the violation promptly to the Chief Compliance Officer in writing. The Chief Compliance Officer shall note on any such report the date of its receipt.

Notwithstanding the foregoing, nothing in this COE, or any other firm policy, guideline or agreement, prohibits or restricts you from initiating communications directly with, or responding to any inquiry


from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation.

5. Sanctions

If advised of a violation of this COE by any Staff Member, the Chief Compliance Officer or the Global Head of Compliance may impose such sanctions as deemed appropriate and provided for by law.

6. Records

Candriam will maintain and preserve the following records in the manner and to the extent set forth below, and these shall be available for examination by representatives of the SEC and other regulators as applicable, which may include the U.S. Department of Labor:

(i) a copy of this Code and any other rules, policies, procedures and codes which are, or at any time within the past five years have been in effect, shall be held for the first two years in Candriam’s office;

(ii) a record of any violation of this Code and of any action/sanctions taken as a result of such violation shall be held for a period of not less than five years following the end of the fiscal year and for the first two years after the violation at Candriam‘s office; a copy of each report made, notice or acknowledgement received pursuant to this Policy shall be preserved in an easily accessible place for a period of not less than five years from the end of the fiscal year in which it is made and for the first two years in Candriam’s office;

(iii) a list of all persons who are required, or within the past five years have been required, to make reports pursuant to this Code shall be maintained in an easily accessible place, the first two years in Candriam’s office; and

(iv) record of any decision, and the reasons supporting the decision, to approve a transaction by an Covered Person in securities as provided for under this Code shall be preserved in an easily accessible place for a period of not less than five years from the end of the fiscal year in which the approval is granted and for the first two years in Candriam’s office.

(v) a copy of each Staff Member’s annual acknowledgement of receipt of this COE, including any amendments.


7. Confidentiality

All reports of securities transactions and any other information filed pursuant to this COE shall be treated as confidential in accordance with applicable law and regulations.

8. Investment Clubs

Covered Persons are prohibited from joining an Investment Club, which is defined as a group of people who pool their money to make investments and who collectively make investment decisions. Any questions as to whether an organization or partnership qualifies as an Investment Club should be directed to the Chief Compliance Officer.

13 U.S. EMPLOYEE BENEFIT PLANS AND ERISA

This Code should be read together with Candriam’s general ERISA Plan Compliance Policy. The ERISA Plan Compliance Policy which describes the comprehensive U.S. statutory scheme that governs the operation, administration and investment of plans.

ERISA’s requirements include strict requirements relating to conflicts of interest and prohibited transactions. Any approval granted under this Code for an action that may relate to an ERISA plan client should take into account the requirements of ERISA.

In addition, certain U.S. employee benefit plans are not subject to ERISA, including governmental plans and church plans. These plans may instead be subject to other laws, such as state or local laws, which may be similar to or different from ERISA.

The laws applicable to a U.S. governmental plan or church plans should be reviewed on a case-by-case basis. For example, the laws applicable to governmental plans, and even different governmental plans within the same city or state, can vary widely. Candriam will establish policies and procedures for instances when Candriam acts as an investment adviser or discretionary investment manager for plan clients not subject to ERISA.


These Covered Accounts relate not only to Staff Member’s financial portfolios but also to the financial portfolios of their spouse, relatives and all persons referred to Exhibit 1.

Given that such disclosures contain “personal data”, Candriam must comply with specific rules governing privacy and data protection.

Such personal data may be transferred to other Candriam/New York Life entities for Compliance purposes as well as to competent authorities in the European Union and the United States when duly required and or permitted by relevant laws or regulations.

Staff Members and their Relatives are entitled to oppose on legitimate grounds to the collection and processing of personal data, request access personal data, rectify inaccuracies, request the deletion of personal data by contacting the Local Compliance Officer.

Given that Candriam does not have any contact with such Relatives, Candriam requests that Staff Members convey on its behalf the above information to them and relay to Candriam any request such Relative may have regarding the above data processing.

Candriam Luxembourg, Belgium, France will delete and purge such data within 5 years after the departure of Staff Member.

15 ENTRY INTO FORCE

This Code of Ethics comes into force with immediate effect.


EXHIBIT 1 COVERED ACCOUN


TS

The Code of Ethics applies to all transactions in the following investment accounts:

(1) accounts held for your benefit by you or other persons (including nominees, custodians, brokers, pledgees, partnerships, personal holding companies, trustees or other fiduciaries);

(2) for Covered Persons, accounts held by (or for the benefit of) your spouse or any children or relatives who share your home;

(3) accounts (other than Candriam client accounts) for which you have or share, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise:

(i) voting power (which includes power to vote, or to direct the voting of, a security), or

(ii) investment power (which includes the power to dispose, or to direct the disposition), of a security; or

(4) accounts held by any other person to whose support you materially contribute or in which, by reason of any agreement or arrangement, you have or share benefits substantially equivalent to ownership, including, for example:

(i) arrangements (which may be informal) under which you have agreed to share the profits from an investment,

(ii) accounts maintained or administered by you for a relative (such as children or parents) who do not share your home, and

(iii) accounts you oversee which involve any other person not described above in which you may have an interest that could affect your best judgment.


EXHIBIT 2A is for Covered persons only and their Relatives.

       

Rules for Covered Persons and their Relatives (Y=Yes/N=No, NA= Not Applicable)

Financial Instruments

pre-clearance

Declaration transactions

Holding period (calendar days)

Disclosure of initial holdings

Annual security account statement

confirmation of transaction

All transactions prohibited except :

 

Equities and Corporate Bonds issued by Large caps (Market cap > 10 billion  USD)

N

Y

30 days

Y

Y

Y

Options and Futures ( Authorized Index and Commodities)

N

Y

30 Days

Y

Y

Y

Funds managed by or delegated to Candriam (including Candriam ETF)

N

Y

30 days

Y

Y

Y

Non Candriam Funds (including non- Candriam ETF)

N

N

N

N

N

N

Sovereign bonds issued by an OECD country

N

Y

30 days

Y

Y

Y

Private placement and IPOs on large caps

Y

Y

30 days

NA

NA

Y

Money Market instruments (such as “Bons de caisse”, CD, CP)

N

N

N

N

N

N

Specific cases :

 

Personal account managed by a third party without intervention

N

N

N

N

N

N

Automatic Investment Plan (saving or pension plan)

N

N

N

N

N

N

Saving or Pension plan with intervention

N

Y

30 days

Y

Y

Y

Mandatory Corporate actions, donation, inheritances, and margin/maintenance calls

N

N

30 days

N

N

N


EXHIBIT 2B is for Candriam Staff Members excluding Covered Persons

       

Rules for Non-Covered Persons (excluding relatives) (Y=Yes/N=No, NA= Non-Applicable)

Financial Instruments

pre-clearance

Declaration transactions

Holding period (calendar days)

Disclosure of initial holdings

Annual security account statement

confirmation of transaction

Allowed for transactions :

 

Equities and Corporate Bonds

N

Y

30 days

Y

Y

N

Options and Futures

N

Y

30 Days

Y

Y

N

Funds managed by or delegated to Candriam (including Candriam ETF)

N

Y

30 days

Y

Y

N

Non Candriam Funds (including non- Candriam ETF)

N

N

N

N

N

N

Sovereign bonds issued by an OECD country

N

Y

30 days

Y

Y

N

Private placement and IPOs

Y

Y

30 days

NA

NA

N

Money Market instruments (such as “Bons de caisse”, CD, CP)

N

N

N

N

N

N

Specific cases :

 

Personal account managed by a third party without intervention

N

N

N

N

N

N

Automatic Investment Plan (saving or pension plan)

N

N

N

N

N

N

Saving or Pension plan with intervention

N

Y

Y

Y

Y

N

Mandatory Corporate actions, donation, inheritances, margin/maintenance calls

N

N

30 days

N

N

N


EXHIBIT 3

(applicable to Staff Member under a short-term employment contract - less than or equal to 12 months)

INITIAL CERTIFICATION OF COMPLIANCE

I acknowledge that I have received Code of Ethics and represent that:

(1) I have received and read the entire Code of Ethics and I understand that they apply to me. I will comply with the Code of Ethics in all respects and at all times.

(2) I agree to immediately sell any security purchased after joining Candriam on a covered account in contravention of the Policy

(3) I understand that my Covered Accounts include accounts held by (or for the benefit of) my spouse or any children or relatives who may share my home (*).

(4) In accordance with the Code of Ethics, I have attached schedules fully disclosing all Covered Accounts (Exhibit 1) and all public and private securities and instruments directly or indirectly held by any Covered Account (Exhibit 2).

Signature

Print Name

Dated

(*) for “Covered Persons” only


EXHIBIT 4

(applicable to Staff Member under a short-term employment contract - less than or equal to 12 months)

DECLARATION OF PERSONAL TRADING NAME  

DATE  

      

Symbol

Security

Nature of Trade (Buy/Sell)

Quantity

Executed Price

Broker

      
      
      
      
      
      

SIGNATURE

By signing this form, the Staff Member affirms that he/she has read and understands Candriam’s Code of Ethics.

The above order is in compliance with Candriam’s policy governing personal securities transactions, insider trading and securities fraud.

In addition, the Staff Member hereby certifies that the above transactions are not based on any material non-public information, and that the Staff Member has taken appropriate steps to ascertain that the securities are not:

(a) being bought or sold on behalf of any of Candriam’s clients,

(b) the subject of a written buy or sell recommendation from the investment committee of Candriam or

(c) actively being considered for sale or purchase on behalf of Candriam’s clients, even though no buy or sell order has been placed.


SCHEDULE A

LIST OF COVERED ACCOUNTS -

Name:  

Following is a complete list of all my Covered Accounts: Account Name Account Number Brokerage Firm


SCHEDULE B

SECURITIES HOLDINGS IN COVERED ACCOUNTS

In accordance with the Code of Ethics, please provide a list of all securities held in Covered Accounts:

  

(1) Name:

 

(2) If different than (1), name of the person in whose name the account is held:

 

(3) Broker at which Account is maintained:

 

(4) Account Number:

 

(5) Contact person at Broker and phone number:

 

For each Covered Account, attach the most recent account statement listing securities in that account. If not plainly indicated on the account statement, please make a notation as to which securities are private securities. If you own securities that are not listed in an attached account statement, list them below:

     

Name of Security

Quantity

Value

Custodian

Public/Private

1.

    

2.

    

3.

    

(Attach separate sheet if necessary)

I certify that the securities listed on this form and the attached statements (if any) constitute all of the securities in Covered Accounts.

Staff Member’s Signature Print Name:

Date:


EXHIBIT 5

ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS

I hereby certify that I have received and read the entire Code of Ethics and I understand that it applies to me.

I certify that during the past year:

(1) I have complied with the Code of Ethics in all respects.

(2) In accordance with the Code of Ethics, I have fully disclosed and/or reported the securities holdings and securities transactions in my Covered Accounts.

Signature Print Name: Date:


EXHIBIT 6

REPORT OF PERSONAL TRANSACTIONS

 

Surname:

First name:

Entity:

Department:

Position

Personal account transaction

In accordance with professional ethics rules, I hereby declare the following transaction:

  

Date of transaction:

Purchase/Sale/Exercise:

Cancellation of order (X):

Number of securities: Type of security:

Name of security:  Security's ISIN code: Price limit: Trading platform/market:

Date limit: Transaction channel/Broker used:

Enacted for:

I hereby certify that this transaction was not made on the basis of privileged or confidential information pertaining to Candriam clients / funds, or their transactions and does not give rise to any conflict of interest.

I hereby pledge to provide to Compliance, on request, with any document relevant to this transaction.


Please send this document to your Chief Compliance Officer by e-mail


EXHIBIT 7

Covered Account over which the Covered Person has no direct or indirect influence or control (“Personal account managed by a Delegate without intervention”).

 

Employee identification

Last name:

First name:

Entity:

Department:

Position:

For the account number :……………………………………….. at ………………………………………………………………..(Financial institution), I declare that as a person involved I do not exercise any direct or indirect influence or control on this account and investment decisions for this account are made by ……………………………………………………………………………………………………….

In accordance with the rules of the Code of Ethics (point 9), I choose not to report positions and transactions with regard to this account because the investment decisions are not taken by myself.

Date:


Signature:

Please send this document to your Chief Compliance Officer by e-mail


EXHIBIT 8

Regulatory References

Luxembourg

· Law 23 December 2016 on market abuse implementing Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“Market Abuse Law”);

· Law of 17 December 2010 (the "UCITS Law") as amended from time to time;

· Law of 12 July 2013 on Alternative Investment Fund Managers (the “AIFM Law”);

· CSSF Regulation 10-4 transposing commission directive 2010/43/EU of 1 July 2010 implementing directive 2009/65/EC (the "CSSF Regulation 10-04");

· Commission Delegated Regulation 231/2013 (“AIFM-CDR”);

· CSSF circular 18/698 on authorization and organization of Luxembourg management companies;

Belgium

· Law of 19 April 2014 relating to alternative collective investment undertakings and their managers: Article 26

· Law of August 3, 2012 relating to undertakings for collective investment that meet the conditions of Directive 2009/65/EC and undertakings for debt investment: Articles 41, §7 and 201, §3.

· Royal Decree of 12 November 2012 relating to management companies of undertakings for collective investment which comply with the conditions of Directive 2009/65/EC: Article 27.

· Law of 25 October 2016 on access to the activity of providing investment services and on the status and control of portfolio management and investment advisory companies – Article 25, §3.

France

· Article L533-10 of the Monetary and Financial Code

· Articles 321-42 to 45 of the AMF General Regulation

· Article 63 of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council

· 



Exhibit (p)(13)


Code of Ethics

I. ABOUT THIS CODE OF ETHICS

CBRE Investment Management Listed Real Assets LLC (the “Firm” or “we”) has adopted this Code of Ethics (“Code”) to clearly state how we prevent personal conflicts of interest and personal conduct from impacting our clients.

This Code applies to you if you are an employee, officer, director, or independent contractor working for the Firm or any its subsidiaries. As our representative, it is understood that you will act with integrity and good faith.

Part of fulfilling these duties is ensuring that personal interests and conduct which might conflict – or appear to conflict – with the interests of clients are disclosed and controlled. The controls we have put in place to address these potential conflicts are summarized in this Code.

Specifically, this Code outlines the:

 general principles of how we conduct business,

 conditions we apply to your personal trading,

 principles of our professional conduct, and

 conditions of your activities outside and apart from the Firm.

Lastly, but no less importantly, our Code satisfies the regulatory requirements of the Investment Advisers Act of 1940 (Rule 204A-1) and the Investment Company Act of 1940 (Rule 17j-1).

You are expected to understand and abide by this Code as a condition of your association with the Firm. This Code is being delivered to you for your reference. Any changes to this Code will also be provided to you. This Code (and any amendments) will be available in the Compliance Manual and on our internal server. You will be required to acknowledge receipt and acceptance of this Code upon joining the firm and then on an annual basis.

If you have any questions about any terms used in the Code, please refer to glossary in the appendix.

II. OUR BUSINESS PRINCIPLES

A. Our Principles


In recognition of the trust and confidence placed in us by our clients – and because we believe that our operations should benefit our clients – we expect you to conduct yourself in accordance with the following universally applicable principles:

The following conditions are extensions of the above principles:

 You must comply with the federal securities laws and other applicable regulations, including those related to professional designations or licenses. You must not knowingly participate, or assist, in any legal or ethical violation of those laws or regulations.

 You must not commit any criminal act which could call into question your honesty, trustworthiness, or fitness as a financial professional.

 You must not engage in any activity which is manipulative, fraudulent, or deceptive to a client or investor. This principle applies to prospective clients and investors.

 You must not mislead any client or investor by making any untrue statement of material fact or by failing to fully and accurately disclose material information.

Furthermore, as an investment adviser, we will deal fairly with all customers, including when we provide investment recommendations and make investment decisions.

B. CBRE Corporate Values and Standards of Business Conduct

As part of CBRE Group (“CBRE”), we share the same corporate values. The CBRE corporate values are the foundation on which the company is built and summary how we must conduct our daily business activities.

The CBRE corporate values are the RISE Values:

    

Respect

Integrity

Service

Excellence


    

We act with consideration for others’ ideas and share information openly to inspire trust and encourage collaboration.

No one individual, no one deal, and no one client is bigger than our commitment to our company and what we stand for.

We approach our clients’ challenges with enthusiasm and diligence, building long-term relationships by connecting the right people, capital, and opportunities.

We focus relentlessly on creating winning outcomes for our clients, employees, and shareholders.

The CBRE Standards of Business Conduct (“SOBC”) reflect CBRE’s culture and values and explains the necessary principles that guide our ethical and legal obligations while representing CBRE. The CBRE SOBC guides your actions and interactions with everyone you work with – clients, competitors, investors, business partners, vendors, governments, and your fellow employees.

The CBRE SOBC is available to you through the CBRE corporate intranet.

C. Violations of The Code

As stated before, you are expected to understand and abide by this Code as a condition of your association with the Firm.

Violations of this Code are taken seriously. If you become aware of any violation of this Code (including one involving yourself), you are required to promptly report it to the Chief Compliance Officer (“CCO”).

If your job involves supervising other employees, you should exercise reasonable supervision over those subordinate employees to prevent any violation of applicable laws, regulations, our Compliance Manual, or this Code by those employees.

Violations reported or identified will be reviewed by the Compliance department and reported to the appropriate level of management or governance committee (including the Firm’s Management Committee or Risk & Control Committee), either in detail or in summary.

Additionally, a violation may be reported to CBRE global compliance, as well as certain clients (such as registered investment companies). The Chief Compliance Officer will approve a resolution for the situation and, if necessary, any sanctions.

Sanctions for violations of this Code may vary depending on the facts and circumstances.

A guide for sanctions is below:

   

Frequency of Violation

Standard Sanction

Exceptional Sanction

1ST VIOLATION

Re-training on the policy.

 Financial Penalty (fine, “give up”, non-reimbursement)

 Other (including Termination if necessary)

2ND VIOLATION

Written notification to employee and manager.

3RD VIOLATION

One quarter freeze on the relevant activity.

   

Conduct Area

Types of Standard Violations

Types of Exceptional Violations

PERSONAL TRADING

 Failure to Pre-Clear

 Purchase on Restricted List


   
 

 Short-Term Trading for Profit

 Short Sale

 30-Day Holding Period

 

CODE OF ETHICS REPORTING

Late Reporting

No Report / Refusal to Certify

GIFTS & ENTERTAINMENT

Over Limits

 Failure to Pre-Approve Government Official

 Bad / Poor Taste

POLITICAL CONTRIBUTIONS

 Failure to Pre-Clear

 Failure to Report

 Over the Limit

 Donation to Client / Prospect

OUTSIDE BUSINESS ACTIVITIES

Failure to Report

Conflict with Client or Firm

If the violation is intentional or harms a client or conflicts with a client’s interest, it will be considered an exceptional violation, regardless of any prior incidence.

Policies not outlined above would be treated as relevant and applicable under this framework.

For the purpose of tracking recidivism, violations are counted and tracked by type of violation.

For example, a failure to pre-clear a personal transaction and the filing of code of ethics report late would each be treated as individual first-time events. However, a second failure to pre-clear would be treated as second incidence and follow the 2nd Violation Standard Sanction.

The counting is tracked on a rolling 12-month period and resets to zero after 12 months of no subsequent incidents.


III. PERSONAL TRADING

As an investment adviser, we impose certain conditions on your personal investing activities. Specifically, we:

 prohibit certain investments,

 require pre-clearance on permitted investments,

 require minimum holding periods on certain investments, and

 require periodic reporting of investments, transactions, and accounts.

If you are associated with a subsidiary, you are also required to follow the local personal trading policies in addition to the requirements of this Code.

For U.S. regulatory purposes, each employee, officer, director, or independent contractor working for the Firm or any of its subsidiaries are designated as an Access Person.

OVERVIEW OF PERSONAL TRADING LIMITS AND REQUIREMENTS


A. Prohibition on Personal Trading in Real Asset Securities

You cannot invest in any listed real estate, infrastructure, or MLP security (collectively “real asset securities”) which would be eligible for client accounts. This means you may not own, buy, sell, short, or otherwise trade in real asset securities (including any derivatives linked to these securities).

We will provide a list of the real asset securities (the “investable universe”) for your reference. This list will be updated periodically and will be available through the automated code of ethics system. You should refer to this list before making any personal investment to confirm that the security is not on this list. Any securities on the published list are prohibited.

Additionally, you cannot directly invest in any public securities issued by CBRE. However, you are permitted to invest in the CBRE Stock Fund, which invests in Class A common stock of CBRE and is available in the CBRE 401k plan. Investments in the CBRE Stock Fund are subject to the 30-day minimum holding period described in Section III.F.2. (below). If you wish to invest in any private investment funds offered or sponsored through CBRE, you must comply with the co-investment guidelines in the CBRE Investment Management Investment Management Policies and Procedures Guide and receive approval from the Firm’s Compliance before investing. Please see the Chief Compliance Officer for more information.

B. Types of Investments Covered by this Code

1. Securities

The trading restrictions and reporting requirement of this Code apply to your investments in securities.

Securities are:

 Stocks

 Bonds

 Exchange Traded Funds

 Exchange Traded Notes

 Closed-End Funds

 Derivatives (such as options, futures, forwards)

 Privately Offered Investments (such as hedge funds and private equity funds)

 Mutual Funds advised or sub-advised by the Firm

 CBRE Stock Fund

To be clear, “mutual funds advised or sub-advised by the Firm” is any mutual fund which is our client, either directly or indirectly. These are funds where you may have access to portfolio or trading information through the Firm.

Securities are not:

× Money market funds

× U.S. government securities or agencies

× Banker’s acceptances

× Bank certificates of deposit

× Commercial paper

× Mutual funds NOT advised or sub-advised by the Firm

To clarify, any mutual fund which is not our client (i.e., not advised or sub-advised the Firm) is not a security.

Cryptocurrencies

Any employee who purchases or sells virtual currency or cryptocurrency coins or tokens that are being offered, or previously were offered, as part of an initial coin offering (“ICO”), should consult with the Chief Compliance Officer as to whether such coins or tokens would be considered securities for purposes of this Code. If the Chief Compliance Officer determines, based on the structure of the ICO and relevant regulatory guidance, that such coins or tokens should be considered securities, and thus


reportable. For the avoidance of doubt, virtual currency or cryptocurrency coins or tokens that were created outside the context of an ICO are not deemed securities under this Code.

2. Interests in Commercial Real Estate

Commercial Real Estate is any land or building suitable for office, commercial, industrial, retail, hotel, and/or multi-family housing (consisting of more than four (4) units). Personal residences, vacation homes, and multi-family housing (consisting of four (4) units or less) are not considered Commercial Real Estate.

An interest in Commercial Real Estate includes the property itself, as well as any debt or equity securities of an entity engaged in investing, owning, or transacting in Commercial Real Estate. An interest also includes both direct and indirect interests.

The CBRE policy addressing personal ownership in Commercial Real Estate is detailed in Policy 6.14 of the CBRE Policies and Procedures Manual.

C. Types of Accounts Covered by this Code

You cannot invest in any listed real estate, infrastructure, or MLP security (collectively “real asset securities”) which would be eligible for client accounts. This means you may not own, buy, sell, short, or otherwise trade in real asset securities (including any derivatives linked to these securities).

The trading restrictions and reporting requirements of this Code apply to your securities accounts. Your securities account is any account through which you can buy, sell, or hold securities. Depending on the investment options for the account, a securities account could include:

 Personal brokerage accounts

 Trust accounts

 Retirement accounts (personal and employer sponsored)

 Education savings accounts (such as Section 529 Plan account)

This Code applies to the securities accounts where you have a financial interest or control. You are considered to have a financial interest or control over accounts where a named account owner is:

 You

 Your spouse

 Your child living at home

 A dependent family member sharing your household

 Anyone who has given you discretion over their investments

Approved Brokers

As further noted in Section III.G., below, we strongly encourage you to maintain your securities accounts at one of the several approved brokers to ensure efficient and accurate reporting. The Compliance department maintains a current list of approved brokers.

Your Discretion Over Someone Else’s Account

If someone has authorized you to make investment decisions on her / his behalf, then her / his securities accounts would be considered your securities accounts according to this Code. For example, if your neighbor has given you the authority to make investments on her behalf in an investment account, then your neighbor’s investment account is considered your securities account. You are considered a beneficial owner of these accounts for the purpose of this Code.

Your Account Managed by Someone Else on a Discretionary Basis


If you have an account managed on your behalf by someone else (like a financial adviser) on a discretionary basis (without needing your approval for each transaction), then the account is considered your securities account according to this Code. However, these discretionary securities accounts are subject to certain exemptions in relation to the pre-clearance and transaction limits. You are considered a beneficial owner of these accounts for the purpose of this Code.

1. Disclosing Your Securities Accounts

You must disclose the existence of all of your securities accounts, including those managed by another person, such as a financial adviser (discretionary securities accounts). You are required to provide a list of all of your securities accounts when you join us. Any time you open a new securities account, you are required to report the new account at that time. Annually, you will be asked to provide an updated list of all of your securities accounts.

2. Arranging for Duplicate Statements

The Compliance department will arrange to have duplicate account statements for your securities accounts (including discretionary securities accounts) sent directly to us. These account statements will be delivered either in paper form to a secure post office box, off-site from our office, or in electronic format to our code of ethics system. Only authorized personnel will have access to your statement information. The Compliance department may require your consent to arrange for the duplicate statements.

D. Pre-Clearance Requirements

1. Personal Transactions in Permitted Securities

All employees must obtain pre-clearance approval for personal transactions in securities. Pre-clearance will be administered either through an automated code of ethics system or directly by the Compliance department. Pre-clearance will be valid for only the requested day; if a transaction is not completed on the day for which it received pre-clearance, a separate pre-clearance request must be made.

There are four exceptions to the pre-clearance requirement.

 Transactions in the CBRE 401k, including in CBRE Stock Fund or our advised or sub-advised mutual funds,

 Transactions pursuant to an automated investment program,

 Transactions resulting from dividend reinvestments or corporate actions, and

 Transactions executed by a financial adviser or independent money manager on a discretionary basis in a discretionary securities account.

2. Initial Public Offerings (IPO)

You must get pre-clearance approval from the Compliance department before you invest in any IPO. Pre-clearance for IPOs is valid until the time of transaction (unless revoked by Compliance).

For the purpose of this section, Initial Coin Offerings (ICOs) will also be considered IPOs.

3. Private Offerings

You must get pre-clearance approval from the Compliance department before you invest in any private offering (such as a hedge fund or private equity fund); this applies to any private fund we organize or sponsor. Pre-clearance for private offerings is valid until the time of the transaction (unless revoked by Compliance).

4. Commercial Real Estate

You must get pre-clearance approval from the Compliance department before you engage in any transaction involving commercial real estate. At this time, the Compliance department will review with you the conditions of the CBRE policy on personal ownership of real estate. Pre-clearance for investments in commercial real estate are valid until the time of the transaction (unless revoked by Compliance).

E. Restrictions on Transactions


1. Short-Term Trading for Profit

You are prohibited from profiting from the purchase and sale (or the sale and purchase) of the same security within 30 calendar days (defined as “short-term trading”).

The 30 calendar days period for short-term trading is calculated using LIFO (last-in-first-out) basis. Therefore, there must be at least 30 days between the most recent purchase and sale (or sale and purchase) of the same security.

This restriction applies to short-term trading for a profit (a gain). Therefore, transactions that would result in a loss are not subject to the 30-day period.

Any profits realized from short-term trading may be subject to disgorgement, as per an exceptional sanction under Section II.C. of this Code.

2. No Excessive Trading

Excessive or inappropriate trading is prohibited. Excessive or inappropriate trading compromises our ability to fulfill our business principles to the best of our ability – that is, placing client interests before our own; avoiding activities that bring into question our independence or judgment; and acting with integrity, respect, competence, loyalty, and professionalism.

From time to time, our Management Committee may issue specific guidance on what constitutes excessive or inappropriate trading.

This restriction on excessive trading does not apply to transactions executed on a discretionary basis by a financial adviser or independent money manager in a discretionary securities account.

The Compliance department monitors all employee transactions and provides statistics regarding the volume and nature of employee transactions. A pattern of excessive or inappropriate trading may be considered a violation of this Code and sanctioned accordingly.

3. No Short Sales

You cannot engage in short sales in your securities accounts. This short sale restriction does not apply to transactions executed on a discretionary basis by a financial adviser or independent money manager in a discretionary securities account.

F. Black-Out and Holding Periods

1. Closed-End Fund

On occasion, we will notify you that you are prohibited from purchasing or selling any shares in the CBRE Global Real Estate Income Fund (NYSE ticker: IGR). This type of prohibition is often related to a pending board meeting or public announcement. This is considered a black-out period. A black-out period may be announced without prior warning and may continue for any length of time. We may also issue black-out period for other funds where we are the adviser or sub-adviser.

When you decide to buy or sell shares of IGR, you must maintain that position for a minimum of 30 days. For example:

 If you buy shares today, you cannot sell shares for the next 30 days.

 If you sell shares today, you cannot buy shares for the next 30 days.

This minimum time period between buying and selling (or selling and buying) is the holding period.

If you are an officer or director of IGR, your holding period is 180 days. However, there may be exceptions within the regulations; consult with the Chief Compliance Officer for further information.

2. CBREIM Listed Real Assets Managed Mutual Funds and CBRE Stock Fund

There is a 30-day minimum holding period for your investments in mutual funds where we are the adviser or sub-adviser. This holding period applies to the mutual funds which are considered securities; that is, any mutual fund which is our client. Additionally, this holding period applies to the CBRE Stock Fund within the Firm’s 401k.


 If you buy shares today, you cannot sell (redeem) shares for the next 30 days.

 If you sell shares today, you cannot buy shares for the next 30 days.

The 30-day minimum holding period applies to your transactions in your CBRE 401k and any similar securities account. The Compliance department reserves the right to grant an exemption to the holding period in your 401k in certain situations.

G. Reporting Personal Securities Holdings and Transactions

You are required to submit reports of your personal securities holdings and transactions to the Compliance department. Specifically, you are required to disclose your:

 securities accounts

 securities holdings

 securities transactions

These reports will be treated as confidential.

If you are an officer or director of IGR, you must report every personal trade in shares of IGR immediately. The U.S. Securities and Exchange Commission (SEC) requires prompt notice of any such transactions. These reports are filed with the SEC and will be publicly available.

1. Disclosing Your Securities Accounts

As discussed in Section III.C. (above), you must disclose the existence of all of your securities accounts. You are required to list all of your securities accounts when you join the Firm (including discretionary securities accounts managed by another person, such as a financial adviser). Any time you open a new securities accounts, you are required to report the new account. Quarterly, you will be asked if you opened any new securities accounts. Annually, you will be asked to provide an updated list of all of your securities accounts.

We strongly encourage you to maintain your securities accounts at one of the several approved brokers, as maintained by the Compliance department. By maintaining your securities accounts at an approved broker, it will ensure efficient and accurate reporting. If you do not maintain your securities accounts at an approved broker, you will assume more responsibility for the accurate and timely manual reporting of your holdings and transactions. The Compliance department reserves the right to impose certain restrictions or limitations on your personal investments if your securities accounts cannot be adequately monitored.

2. Initial and Annual Holdings Reports

When you join the firm, you will have an orientation meeting with a member of the Compliance department. At that time, you will be provided with access to the Initial Holdings Report. The report will ask you to disclose all of your securities holdings and securities accounts. Within 10 days of this orientation, you must submit the completed report to the Compliance department.

At this time, the Compliance department will work with you to arrange for duplicate account statements (or a data feed) for your securities accounts to be automatically delivered to the Compliance department.

Each year, you will be asked to report all of your personal securities holdings. This report will require specific information, such number of units, market price, and account information. You must complete this report even if you do not hold any securities or have any securities accounts.

3. Quarterly Transaction Reports

Each quarter, you will be asked to report all of your transactions (such as purchases and sales) in securities. This report will require specific information, such as number of units, execution price, and broker. You must complete this report even if you did not have any transactions during the quarter.

H. Reporting Commercial Real Estate Transactions

You are required to submit reports of your personal investments in commercial real estate to the Compliance department. Specifically, you are required to disclose your:


 interests in commercial real estate

 transactions in commercial real estate

1. Interests in Commercial Real Estate

If you are a new employee, you will be provided with access to the Commercial Real Estate Report at your orientation. The report will ask you to disclose all of your interests in commercial real estate. Within 10 days of this orientation, you must submit the completed report to the Compliance department.

Each year, you will be asked to report all of your interests in commercial real estate. You must complete this report even if you do not hold any interests in commercial real estate.

2. Pre-Approval

You must get pre-clearance approval from the Chief Compliance Officer before you engage in any transaction involving an interest in commercial real estate. At this time, the Chief Compliance Officer will review with you the conditions of the CBRE policy on personal ownership of real estate.

3. Quarterly Transaction Reports

Each quarter, you will be asked to report all of your transactions (such as purchases and sales) of interests in commercial real estate. You must complete this report even if you did not have any transactions during the quarter.


IV. GENERAL STANDARDS OF PROFESSIONAL CONDUCT

In addition to our general principles and the guidelines for your personal investments, you must follow our general standards of professional conduct. These standards are generally based in regulation and expected best practices within our industry.

Specifically, the general standards of professional conduct relate to your conduct involving:

 the use and communication of material non-public information (also referred to as “inside information”),

 your receipt or offering of gifts and entertainment,

 your political contributions,

 preserving the confidential information and the privacy of our clients,

 providing investment advice to our clients, and

 fairness in your communications with our clients, investors, prospects, and general public.

A. Material Non-Public Information (Inside Information)

You are subject to the laws and regulations relating to the use and communication of material non-public information. Some of these laws are criminal and have very severe penalties for violations.

You must follow the Policies and Procedures to Prevent the Misuse of Material Non-Public Information contained in our Compliance Manual. The summary in this Code is intended for a quick reference.

If you come in contact with material non-public information, you:

Material non-public information relates to public companies, closed-end funds advised by the Firm, mutual funds advised / sub-advised by the Firm, and CBRE-related securities to cite a few examples.

The definition of material non-public information is contained in the glossary of this Code.

A more detailed discussion of this topic (including examples) is contained in our Policies and Procedures to Prevent the Misuse of Material Non-Public Information, which is in our Compliance Manual.

B. Gifts, Entertainment, and Client Contributions


Offering or receiving business gifts and entertainment is a customary way to strengthen business relationships. With certain restrictions, offering and receiving gifts and entertainment can be an acceptable and lawful business practice.

You must follow the Gift, Entertainment, and Client Contribution policy contained in our Compliance Manual. The summary in this Code is intended for a quick reference.

The overriding principle of our policy is that gifts, entertainment, or client contributions should not be offered, accepted, or solicited if it creates the impression that we are trying to induce someone or if it appears that the Firm will be under an obligation.

You cannot offer or accept any gift, entertainment, or client contribution if:

× it could be perceived as a bribe.

× it is dishonest, illegal, or misleading.

× the recipient appears to be under an obligation.

× you would violate the Gift, Entertainment, and Client Contribution policy.

Gifts and entertainment should not involve activities, products, or venues which could be considered embarrassing or in “bad taste.”

Any gift or entertainment you accept or offer must be reasonable in cost, quantity, and frequency. The specific limits on the value, amount, and frequency of gifts and entertainment are detailed in the Gift, Entertainment, and Client Contribution policy in the Compliance Manual. You must familiarize yourself and comply with these limits.

C. Personal Political Contributions

You cannot use political contributions or other payments to government officials with the intent to influence decisions to select or retain the Firm as an investment adviser for state or local government entities. The practice of using political contributions to influence the solicitation of advisory services for government entities is considered “pay-to-play” and is prohibited under the Investment Advisers Act of 1940. You must follow the Policy on Political Contributions contained in our Compliance Manual. The summary in this Code is intended for a quick reference.

You must get prior approval from the Chief Compliance Officer before making any political contribution. Even with approval, you will be limited in the amount of your contribution. You must also report any political contributions, including those made to a political party or a political action committee.

If you wish to become involved with a political party or a political action committee, you must notify the Chief Compliance Officer before engaging in the activity. However, you cannot coordinate or solicit contributions for a political action committee.

D. Anti-Bribery and Anti-Corruption

Bribery in any form is unacceptable. Payments, or any promise of a payment, to a government official or entity, a commercial entity, or individual intended to influence any act or decision of such person or organization are illegal and not tolerated. The Anti-Bribery and Anti-Corruption Policies and Procedures contained in our Compliance Manual prohibit bribes, kickbacks, facilitating or grease payments, cash advances.

The policy also requires pre-approval from the Chief Compliance Officer, the Chief Financial Officer, and the President for any payments (including travel, meals, gifts, and entertainment) to government officials.

It is important for you to realize that the representatives for a client which is a municipal, state, or national government or agency (including the pension plan) could be considered government officials.

E. Confidential Information and Privacy

We are professionals and provide investment services to professional clients and investors.


You must preserve the confidentiality of information provided to us by any client concerning matters within the scope of our relationship. You must only use this information to provide service to the client or investor. You can only disclose confidential client / investor information in accordance with our privacy policy, as described in our Privacy Notice to clients and investors.

In addition to information related to clients and investors, the information generated and utilized by the Firm is considered confidential, proprietary information. You cannot use or communicate this information beyond the activities needed to fulfill your job duties.

You cannot make a transaction – or direct someone else to make a transaction – in an investment based on advanced knowledge of a research report to be published by the Firm, CBRE, or any CBRE affiliate or based on the advance knowledge of a client transaction.

F. CFA Institute Code of Ethics and Standards of Professional Conduct

We are a firm of diverse professional competencies and backgrounds. Our management and investment personnel are members of the CFA Institute. Therefore, we abide by the CFA Institute Code of Ethics and Standards of Professional Conduct (CFA Code and CFA Standards). Even if you are not a member of the CFA Institute, you are expected to follow the CFA Code and CFA Standards where it applies to your activities.

The full CFA Code and CFA Standards are included as an appendix within our Compliance Manual and they are also available on the CFA Institute’s public website (www.cfainstitute.org).

G. Fairness in Communications

1. Misrepresenting Services of Guaranteeing Performance

You must not make any statements, orally or in writing, to any clients, investors, prospective clients or investors, or the general public which are false or misleading. Any marketing materials must be generated and distributed in accordance with our Marketing and Advertising Policies and Procedures, contained in our Compliance Manual.

Further, you must not misrepresent:

 The services that you or we are capable of performing for a client or investor,

 Your qualifications or our qualifications, and/or

 The expected performance of any investment.

Investment personnel and the Firm may make reasonable estimations of future earnings, funds from operations, dividends, and other items if the statistics are clearly labeled as estimates or projections and are based on reasonable information.

2. Presenting Performance Returns

You must not make any statements, orally or in writing, which misrepresent the investment performance that you, the firm, or any client has accomplished or can reasonably be expected to achieve.

You must follow our policies and procedures to generate and disseminate marketing materials contained in our Compliance Manual prior to communicating any materials to client or prospective client.

As a firm, we comply with the Global Investment Performance Standards (GIPS®). If you communicate any performance information to any outside party, you must make every reasonable effort to ensure that the performance information is a fair, accurate, and a complete presentation of such performance.


V. OTHER POTENTIAL CONFLICTS OF INTEREST

It is not possible to provide a precise or comprehensive definition of a conflict of interest. However, one factor that is common to all conflict of interest situations is the possibility that your actions or decisions will be affected because of actual or potential differences between your own personal interests and the interests of the Firm, our affiliates, or our clients.

A conflict of interest does not have anything to do with your motivations or integrity. Rather, an activity is a conflict of interest if it creates the perception of conflicting loyalties or could potentially result in conflicting loyalties.

A particular activity or situation may be considered a conflict of interest even though it does not result in any financial loss to the Firm, our clients, or our affiliates. In fact, the activity or situation may not even result in any gain to you or the Firm.

You must disclose all situations and relationships which could reasonably be perceived to interfere with your duty to the Firm, or with your ability to provide unbiased service to our clients and investors.

You will be required to identify all relevant relationships and situations initially upon joining the firm and update this list each year.

If necessary, we may restrict some of your activities as result of a conflict of interest, up to and including requiring you to cease the relationship or situation.

You may also be subject to disclosure requirements related to conflicts of interest imposed by laws, regulations, or outside professional organizations governing your activities.

If you are a member of the investment team, you must disclose any material conflict of interest relating to your recommendations or investment actions. This is particularly important if you have any material personal ownership of the securities or other investments involved in the recommendation or investment action which could reasonably be perceived to impair your ability to render unbiased and objective advice.

A. Outside Business Activities

1. Loyalty

You cannot engage in other employment or business activities, including personal investments, which interfere with your duties to the Firm, divide your loyalty to the Firm, or create the appearance of a conflict of interest.

You and members of your immediate family cannot engage in any transaction which involves the Firm if you or the member of your family has a substantial interest in the transaction or can benefit directly or indirectly from the transaction (other than through your normal compensation). There may be exceptions specifically permitted by management which would be authorized in writing.

If you receive any business or investment opportunity as a result of your association with the Firm where we or our clients might reasonably be expected to participate or have an interest, you must disclose this opportunity and the relevant facts to the Compliance department and receive approval before proceeding.

2. Outside Activities

If you wish to participate in any outside activity where you are compensated or receive some other benefit, privilege, or subsidy you must notify the Compliance department. Outside activities include arrangements where you are a / an:

 Employee or Contractor,

 Officer, Director, or Trustee, or

 Partner or Owner.


Outside activities include enterprises and organizations that are not investment related, are charitable, civic, religious, fraternal, tax-exempt, or for-profit. Management reserves the right to prohibit certain outside activities or require pre-approval (such as outside activities for public companies or companies in the real asset universe).

You should not engage in any outside activity that could cause embarrassment to or jeopardize the interests of the Firm. Outside activities should not interfere with our operations, or adversely affect your productivity or the productivity of other employees.

B. Outside Affiliations

1. Affiliations with Clients, Service Providers, or Real Asset Companies

Another outside affiliation which can create the perception of a conflict of interest is if you have a personal relationship with someone associated with a client or investor, service provider or vendor, a consulting firm evaluating our advisory business, or a real asset company in our “investable universe.” In some circumstances, this could create a divided loyalty or the appearance of one.

To assist us in monitoring such potential conflicts of interest, you must notify the Compliance department if any family member has a relationship with a client, an investor, service provider or vendor, a consulting firm evaluating our advisory business, or a real asset company which is in our “investable universe” where your family member is:

 Employee or Contractor,

 Officer, Director, or Trustee, or

 Partner or Owner.


VI. RECORDKEEPING

We will maintain books and records related to this Code as set forth below. These records will be maintained in accordance with Rule 204-2 and Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. The records will be maintained in an accessible location and will be available for examination by representatives of the SEC and other regulatory agencies with appropriate jurisdiction.

 A copy of this Code (and any other code adopted by the Firm), which was in place at any time within the past five years.

 A record of any Code violation and any sanctions imposed will be preserved for a period of at least five years following the end of the fiscal year in which the violation occurred.

 A copy of each Quarterly Transaction Report, Initial Holdings Report, Annual Holdings Report and account statements and duplicate confirmations submitted under this Code will be preserved for a period of at least five years from the end of the fiscal year in which it is made. These records will be maintained in a confidential and secure place.

 A record of all Access Persons, both current and those within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports.

 A record of each Access Person’s written acknowledgement that each had received and understood this Code. Furthermore, the acknowledgement forms will be kept for five years after the individual ceases to be a supervised person.

 A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities acquired in an IPO or Limited Offering, for at least five years after the end of the fiscal year in which the approval is granted.

 A copy of each annual report of issues arising under this Code will be maintained for at least five years from the end of the fiscal year in which it is made.


VII. GLOSSARY

The definitions and terms used in this Code are intended to mean the same as they do under the Investment Advisers Act of 1940 and other federal securities laws. If a definition in this glossary conflicts with the definition in the Investment Advisers Act or 1940 or other federal securities law, or if a term in this Code is not defined, you should follow the definitions and meanings in the regulations.

  

Term

Definition

ACCESS PERSON

Any officer or advisory representative of CBREIM Listed Real Assets. Any employee of the Firm who makes, participates in, or obtains information regarding client transactions. Any natural person in a control relationship to the clients.

ANYTHING OF VALUE

Anything that provides a benefit to the recipient, including, but not limited to: cash or cash equivalents; the purchase of property or services at inflated or discounted prices; extravagant entertainment; cars; jewelry; home improvements; intangible benefits; travel; and/or stocks.

BENEFICIAL OWNER

Any person who – directly or indirectly through any contract, arrangement, understanding, relationship or otherwise – has (or shares in) any direct or indirect financial interest in a security.

You should generally consider yourself the “beneficial owner” of any securities in which you have a direct or indirect ownership interest.

In addition, you should consider yourself the beneficial owner of securities held by your spouse, your minor children, a relative who shares your home, or other persons by reason of any contract, arrangement, understanding or relationship that provides you with sole or shared voting or investment power.

BLACK-OUT

A temporary restriction from buying or selling a particular security.

COMMERCIAL REAL ESTATE

Any land or building suitable for office, commercial, industrial, retail, hotel, and/or multi-family housing (consisting of more than four (4) units).

Personal residences, vacation homes, and multi-family housing (consisting of four (4) units or less) are not considered commercial real estate.

DISCRETIONARY SECURITIES ACCOUNT

A securities account managed on your behalf by someone else (like a financial adviser) on a discretionary basis (without needing your approval for each transaction). You are considered a beneficial owner of a discretionary securities account for the purpose of this Code.

Discretionary securities accounts are exempt from:

 pre-clearance approval for transactions in securities,

 the maximum limit of transactions executed per calendar month, and

 the prohibition on short sales.

EXCESSIVE OR INAPPROPRIATE TRADING

Excessive or inappropriate trading compromises our ability to fulfill our business principles to the best of our ability. From time to time, our Management Committee may issue specific guidance on what constitutes excessive or inappropriate trading.


  

Term

Definition

 

An example of excessive trading could be an average of more than 1 trade per day during a month.

An example of inappropriate trading could be trading to benefit from manipulative practices occurring on social media.

ENTERTAINMENT

Any benefit, where the donor is present , provided to you or your related person by an external (non-CBRE) person or provided by you to an external (non-CBRE) person in the form of:

 Meals, drinks, visits to theatres, other venues, etc.;

 Tickets to events (e.g., invitations to concerts, exhibitions, sporting events); or

 Personal events at discounted rates (e.g., travel or accommodation arrangements, etc.).

Entertainment does not include meals during business hours with external persons at restaurants near the Firm’s office.

Entertainment does not include activities provided or received by you to or from other CBRE entities or their employees.

GIFT

Any benefit (both monetary and non-monetary) other than Entertainment provided to you or your related person by an external (non-CBRE) person or provided by you to an external (non-CBRE) person. Benefits expressly include all kinds of services and the procurement of goods at a price below market value.

Gifts do not include any item that:

 Is one of a number of identical items that are widely distributed (e.g., pens, desk sets, promotional materials, items marked with a corporate logo, etc.) the value of which does not exceed $75; or

 Is covered by the definition of “Entertainment.”

Gift does not include items provided by CBRE entities or employees to other CBRE entities or employees.

GOVERNMENT OFFICIAL

Means:

 Any officer or employee of a government;

 Any officer or employee of any organ or instrumentality of the government;

 Any person acting in an official capacity for or on behalf of any government or its instrumentality;

 Officers or employees of state-owned companies or controlled commercial enterprises (even if a company is not wholly owned by the state, it may be considered an "instrumentality" of a government if the government exercises substantial control over it or if it performs a government function);

 Any officer or employee of a public international organization; and

 Political parties, their officials, and candidates for public office.

HOLDING PERIOD

A minimum period of time you must wait between opposite transactions in the same security. That is, a minimum number of days between the last purchase and first sale of a security or between the last sale and the first purchase of a security.

  


  

Term

Definition

INTEREST IN COMMERCIAL REAL ESTATE

Includes the property itself, as well as any debt or equity securities of an entity engaged in investing, owning, or transacting in Commercial Real Estate. An interest also includes direct and indirect interests.

MATERIAL NON-PUBLIC INFORMATION

Any information about a public company, security, or portfolio which has not been generally disclosed to the public or the marketplace, and the dissemination of this information would be considered important by reasonable investors in determining whether to trade the company’s securities. Material non-public information is often referred to as “inside information.”

Generally, information is “material” if a reasonable investor would consider the information important in making an investment decision. Information is also “material” if it is reasonably certain to have a significant effect on the price of the security.

Information is considered “non-public” unless it has been communicated to the general public or the marketplace. Information is “public” if it appears in a public filing, a press release, or publication.

The specificity of the information, as well as the extent of its difference from public information, its nature, and its reliability, may be important factors in determining if the information is “material” and “non-public.”

SECURITIES

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

“Securities” does not include direct obligations of the U.S. Government or its agencies, bankers' acceptances, bank certificates of deposit, commercial paper, or high-quality short-term debt instruments, including repurchase agreements.

SECURITIES ACCOUNT

Any account which can buy, sell, or hold securities.

END OF CODE