Exhibit (r)(3)

 

 

 

 

 

 

 

 

 

 

 

Global Code of Ethics

 

 

JUNE 2026

 

PRIVATE AND CONFIDENTIAL

 

NOT FOR EXTERNAL DISTRIBUTION

 

 

 

 

 

Version Issue Date Issued by Approved by
1.0 01/01/2023 Compliance Olivier Piccoli
2.0 01/05/2024 Compliance Nelda Kacyem
3.0 10/02/2025 Compliance

Olivier Piccoli

Nelda Kacyem

4.0 26/06/2026 Compliance

Olivier Piccoli

Nelda Kacyem


 

 

 

 

 

 

 

Global Code of Ethics

 

Table of Contents

 

Table of Contents 2
Introduction 3
Purpose 4
Standard of Conduct 4
Employee’s Responsibility to Know the Rules and Comply with Applicable Laws 5
Compliance Reporting 6
Confidential Information 6
Material Non-Public Inside Information 6
Fiduciary Duty and Conflicts of Interest 7
Own Account Investments 7
Inducements 7
Client Asset Manager Investments 7
Gifts and Entertainment 7
Outside Business Activities, Service as a Director or Member of Investment Committee 8
Unfair Treatment of Certain Clients vis-a-vis Others 8
Personal Account Dealing Policy 9
Exempted persons from the PA Dealing Policy 9
Personal Trading 9
Designated Brokers 11
Pre-clearance 12
Excessive Trading/Trading Volume 12
Holding Periods 12
Blackout Periods 13
Prohibited Transactions 13
Restricted List and Employee Restricted List 13
Employee Reporting 13
Compliance controls 14
Exceptions 14
Pay-To-Play Restrictions 16
Employee’s Responsibility To Know The Rules And Comply With Applicable Laws 16
Appendix A – Partners Capital Group Entities 17
Appendix B – Compliance Teams Contact 18

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

Introduction

 

This Global Code of Ethics Policy has been prepared to help all Partners Capital team members to fulfil their regulatory and compliance obligations during their time with Partners Capital. It represents the business standards that Partners Capital expects of its team to ensure that the fair treatment for our clients is embedded in our firm’s culture and practices.

 

Partners Capital was founded on a platform of honesty, integrity and fairness. As a result, we have built a culture where we put the interests of our clients first, which requires us to carefully consider the outcome of every action we take. Our reputation is one of our principal business assets and a failure to adhere to any of the standards in this Compliance Manual could harm our reputation and have a detrimental impact on our clients and our commercial success. It is easy to lose a good reputation, much harder to regain it.

 

At Partners Capital, we have established five core values which are embedded into every part of our business, including our compliance framework, with our overarching theme of achieving ‘results the right way’.

 

1.Results: We go “above and beyond” delivering exceptional investment outcomes to our clients and are evaluated on our impact and value-add.
2.Excellence: We seek to master our craft, strive for perfection, and challenge ourselves to over deliver.
3.Integrity: We are focused on total transparency with our clients and act fairly and ethically with our colleagues.
4.United: We are “one office across multiple locations”. We strive to build a great and inclusive place to work that develops and energises a global team who create real impact.
5.Learning: We are both teachers and apprentices every day, we ask for regular constructive feedback and look for ways we can learn from our colleagues and our clients.

 

Our compliance philosophy is that compliance is everyone’s responsibility, and we should all think about the compliance implications of our actions and decisions and the implications these can have on our clients.

 

For new joiners, it is important that you read and familiarise yourself with the Global Code of Ethics and all other relevant compliance policies in your very early days of joining Partners Capital. In light of the evolving regulatory landscape, you should continue to review these policies frequently as you develop your career here. This will support you in becoming someone who embodies our values and compliance principles in your daily actions.

 

If you have any questions on the Global Code of Ethics you should direct them to the Compliance Team. I hope that you enjoy your time at Partners Capital.

 

Arjun Raghavan

 

Global CEO

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

Purpose

 

The purpose of the Global Code of Ethics (the “Code”) is to set forth certain key guidelines that have been adopted by Partners Capital Investment Group, LLP and its affiliates (the “Firm” or “Partners Capital”) as policy for the guidance of all personnel (including directors, partners, officers, full-time employees, part-time employees and contractors, each an “Employee” and together “Employees”), in accordance with Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (the “Company Act”), and to specify the responsibility of all Employees of Partners Capital to act in accordance with their fiduciary duty to clients of the Firm (each a “Client” and together, “Clients”) and to comply with applicable laws and regulations, including, but not limited to, local securities laws, governing their conduct. As a global firm, Employees must comply with all relevant jurisdictional laws and regulations. Careful adherence is essential to safeguard the interests of the Firm and its Clients. The Firm expects that all Employees will conduct themselves in accordance with high ethical standards, which should be premised on the concepts of integrity, honesty and trust. See Appendix A for a list of the Partners Capital entities covered by this Code, and this list may change from time to time.

 

Standard of Conduct

 

All Employees of the Firm must conduct themselves in full compliance with all applicable Federal Securities Laws0F12, as well as local laws and regulations governing the securities industry. In particular, an Employee should be familiar with those laws and regulations governing “insider trading”, ethical standards and fiduciary duties. It is the responsibility of every Employee to know these laws and regulations and to comply with them. If an Employee needs copies of any laws and regulations concerning the securities business or has any questions about the legality of any transaction, the Employee should consult their local compliance team (“Compliance”). Failure to comply with such laws and regulations or this Code may result in sanctions and possibly, depending on the circumstances, immediate dismissal. Please see Appendix B for contact information regarding your local Compliance team.

 

Although our fiduciary duties require more than simply avoiding illegal and inappropriate behavior, at a minimum all Employees should be aware that, as a matter of policy and the terms of their employment with the Firm, the following types of activities are strictly prohibited:

 

1)Using any device, scheme or artifice to defraud, or engaging in any act, practice, or course of conduct that operates or would operate as a fraud or deceit upon, any client or prospective client or any party to any securities transaction in which the Firm or any of its Clients is a participant;

 

 

2Federal Securities Laws include: the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Biley Act, the Dodd-Frank Act of 2010, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of Treasury.

 

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Global Code of Ethics

 

2)Making any untrue statement of a material fact or omitting to state to any person a material fact necessary in order to make the statements the Firm has made to such person, in light of the circumstances under which they are made, not misleading; and
3)Engaging in any act, practice, or course of business that is fraudulent, deceptive, or manipulative, particularly with respect to a Client or prospective client.

 

Additionally, Employees may not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired (as defined in Rule 17j-1(a)(10)) by any investment company registered under the Company Act (“Investment Company”):

 

·employ any device, scheme, or artifice to defraud the Investment Company;
·make any untrue statement of a material fact to the Investment Company or omit to state a material fact necessary in order to make the statements made to the Investment Company, in light of the circumstances under which they are made, not misleading;
·engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Company; or
·engage in any manipulative practice with respect to the Investment Company

 

Employee’s Responsibility to Know the Rules and Comply with Applicable Laws

 

Employees are responsible for their actions under the law and therefore are required to be sufficiently familiar with applicable jurisdictional laws and regulations to avoid violating them. It is the policy of the Firm to comply with all applicable laws, including securities laws, in all respects and where applicable, across jurisdictions. Each Employee must promptly report any violation of the Code of which they become aware to Compliance, regardless of whether the violation was committed by the Employee or another Employee. Compliance shall consider whether it is appropriate to protect the confidentiality of the identity of an Employee reporting a violation by another Employee. It is the strict policy of the Firm that no Employee shall be subject to any form of retaliation in connection with reporting a violation of the Code, and any person found to have engaged in retaliation may be subject to dismissal or other sanction.

 

Nothing in this Code prohibits Employees from reporting potential violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice (“DOJ”), the Securities and Exchange Commission (“SEC”), the Financial Conduct Authority (“FCA”), the Commodities and Futures Trading Commission (“CFTC”), the Monetary Authority of Singapore (“MAS”), the Securities and Futures Commission (“SFC”), L’Autorité des Marchés Financiers (“AMF”), the Swiss Financial Market Supervisory Authority (“FINMA”), the Dubai Financial Services Authority (“DFSA”), the Financial Services Regulatory Authority of Abu Dhabi Global Market (“ADGM FSRA”) or other authorities, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Employees do not need prior authorization from Compliance, Chief Executive Officer, Chairman or any other person or entity affiliated with the Firm to make any such reports or disclosures and do not need to notify Partners Capital that they have made such reports or disclosures. Additionally, nothing in this Code prohibits Employees from recovering an award pursuant to a whistleblower program of a government agency or entity. Please see the Firm’s Global Whistleblowing Policy for additional information.

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

Each time there are material updates to the Code, Employees must certify that they have read and understood this Code, that they will conduct themselves professionally in complete accordance with the requirements and standards described here and that they are not aware of any violations of the Code during the prior year. The Firm’s current form of compliance certificate may be completed electronically (e.g., via Comply f/k/a ComplySci) or manually.

 

Compliance Reporting

 

If Compliance determines that a material violation of this Code of Ethics has occurred, the CCO (or designee) will promptly report the violation, and any associated action(s), to the Investment Company’s Board of Directors/Trustees (“Board”) pursuant to Rule 17j-1.

 

Before an Investment Company initially retains the services of Partners Capital, the Code must be approved by the Investment Company’s Board of Directors/Trustees, and the Board must receive from Partners Capital a certification that it has adopted procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1(a)(1)) from violating the Code. The Investment Company’s Board must approve a material change to the Code no later than six months after adoption of the material change.

 

Confidential Information

 

An investment adviser has a fiduciary duty to its clients not to divulge or misuse information obtained in connection with its services as an adviser. Therefore, all information, whether of a personal or business nature, that an Employee obtains about a Client’s affairs in the course of employment with the Firm should be treated as confidential and used only to provide services to or otherwise to the benefit of the client. Such information may sometimes include information about nonclients, and that information should likewise be held in confidence. Even the fact that the Firm advises a particular Client should ordinarily be treated as confidential.

 

Federal Securities Laws and/or the Investment Company’s policies may limit the dissemination of such information, and selective dissemination could be viewed as favoritism. Requests for information regarding an Investment Company’s holdings from outside entities should be forwarded to the Compliance, who will determine their disposition on a case-by-case basis.

 

Employees must not repeat or disclose confidential information received from or about Clients outside the Firm to anyone, including relatives, friends or strangers. Any misuse of confidential information about a Client is a disservice to the Client that may cause both the Client and the Firm substantial injury. Failure to comply with this policy may have very serious consequences for Employees and for the Firm, including the possibility that Employees might be criminally prosecuted for misusing the information.

 

Material Non-Public Inside Information

 

All Employees are reminded that purchasing or selling securities on the basis of, or while in possession of, material non-public information (“MNPI”) for their own, for a Client’s or for the Firm’s account is a crime punishable by imprisonment as well as large fines. “Tipping” another person who engages in such activities is also a crime. Please refer to the Firm’s Global Market Abuse and Insider Trading Policy for additional information.

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

Fiduciary Duty and Conflicts of Interest

 

The Firm and its Employees have a fiduciary duty to Clients to act for the benefit of Clients and to take action on Clients’ behalf before taking action in the interest of any Employee or the Firm. The cornerstones of the fiduciary duty are the obligations to act for Clients’ benefit and to treat Clients fairly. Clients may therefore expect their fiduciaries to act for the Clients’ benefit and not in their own when a conflict of interest between the Client and the fiduciary arises. No Employee should ever enjoy an actual or apparent advantage over the account of any Client. Please refer to the Global Conflicts of Interest Policy for further information.

 

Own Account Investments

 

Partners Capital recommends only what we believe are the best asset managers in which Clients should invest. In managing its pooled vehicles (also known as the “Partners Capital Pooled Vehicles” or “Pooled Vehicles”), Partners Capital is guided by what we regard as being in the best interest of the relevant fund and its investors.

 

Inducements

 

Employees have an obligation to act honestly, fairly and professionally in accordance with the best interests of its Clients. Partners Capital does not look for or accept inducements from Clients, prospective clients, asset managers or other service providers. We will negotiate discounts in fees and rebates of commissions to achieve the lowest possible cost for Clients, and such discounts or rebates will be passed directly back to the Clients concerned. Employees may accept reasonable minor non-monetary benefits (e.g., refreshments at a conference). Fees or payments in return for a service or product must be designed to enhance the quality of the service to the end Client. It should not impair the ability of the firm to act in the best interest of the client.

 

Client Asset Manager Investments

 

In several cases, our Clients, shareholders, or directors operate or are otherwise employed by asset management businesses in which we might choose to invest. As a general rule, such funds are usually subjected to a higher level of scrutiny given the appearance of a possible conflict of interest. Please refer to the Firm’s Global Conflicts of Interests Policy for additional information.

 

Commissions: Employees may negotiate with broker-dealers regarding the commissions charged for their personal transactions but may not enter into any arrangement to pay commissions at a rate that is better than the rate available to Clients through similar negotiations.

 

Gifts and Entertainment

 

The Firm holds Employees to high ethical standards and strictly prohibits any giving or receipt of things of value that are designed to improperly influence the recipient. Anti-bribery and anti-corruption statutes around the world are broadly written, so Employees should consult with Compliance if there is even an appearance of impropriety associated with the giving or receipt of anything of value.

 

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Global Code of Ethics

 

Please refer to your local Gifts and Entertainment policy3 or specific policies and procedures regarding any business entertainment and gifts accepted from Clients, prospective clients, suppliers, service providers or asset managers.

 

Outside Business Activities, Service as a Director or Member of Investment Committee

 

Any Employee who wishes to engage in outside business activities, serve as an officer or director of any company, or of any organization where such duties might require involvement in investment decisions, or who wishes to serve on the investment committee of any organization, must obtain the prior approval of Compliance, which may be granted only if such service shall not create a conflict with such Employee’s fiduciary duty to Clients.

 

Please refer to the Firm’s Global Conflicts of Interest Policy for specific policies and procedures.

 

Unfair Treatment of Certain Clients vis-a-vis Others

 

An Employee who handles one or more Clients may be faced with situations in which it is possible to give preference to certain Clients over others. Employees must be careful not to give preference to one Client over another even if the preferential treatment would benefit the Firm or the Employee.

 

For example, an Employee should not (i) provide better advice to a large, prestigious Client than is given to a smaller, less influential one, (ii) give sale advice to one Client ahead of another, or (iii) direct securities of a limited supply and higher potential return to particular Clients because they generate larger fees for the Firm.

 

As in other instances, the fiduciary duty of an Employee to a Client must govern the Employee’s actions in each situation and the extent of the fiduciary duty of an Employee to a Client is determined by the specific relationship between the parties and the reasonable inferences to be drawn from the relationship. In the absence of express or implied agreements between the parties, usage and custom should be used to determine how an Employee should discharge his or her duty. Each situation should be examined closely to determine whether the Client has consented to the Employee’s actions favoring another Client and whether the resulting relationship with the Client which was not favored is fair and consistent with SEC and FCA requirements. If a question arises about action that may give rise to a conflict of interest involving preferential treatment of one Client over another, an Employee should consult with Compliance prior to taking any action.

 

Please refer to the Firm’s Global Conflicts of Interests Policy for additional information.

 

 

3The U.S. Gifts and Entertainment policy can be found within the U.S. Compliance Manual. For all other regions in which Partners Capital operates please refer to Gifts, and Entertainment, and Inducements Policy (Europe, Asia & Middle East).

 

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New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

Personal Account Dealing Policy

 

This Policy applies to all Access Persons at Partners Capital. Under the Advisers Act, Access Persons include any partners, officers, directors (or other persons occupying a similar status or performing similar functions) and personnel (both full-time and part-time) who have access or may have access to non-public information regarding Clients’ purchases or sales of securities, is involved in making securities recommendations to Clients or who has access to such recommendations that are non-public. Because Partners Capital’s primary business is providing investment advice, the Advisers Act presumes that all directors, officers, employees (full-time and part-time) and partners are deemed to be Access Persons, and therefore, as a matter of company policy Partners Capital treats all Employees as Access Persons.

 

Exempted persons from the PA Dealing Policy

 

With the pre-approval of Compliance, certain independent and/or external directors may be exempted from the Access Persons reporting requirements if measures are in place to assure the independent director has no access to non-public information regarding Clients’ purchases or sales of securities, or to non-public securities recommendations to Clients. Independent, external directors who are exempt from the Access Person reporting requirements do not have access to information on decisions regarding asset manager investments and securities. The Chief Operating Officer (or designee) reviews and signs off on the board meeting agendas and any materials (e.g., reports and disclosures) prior to each board meeting to ensure that Client investment related matters are not discussed.

 

In determining that certain independent, external directors may be exempted from the reporting requirements, the board of directors has also given consideration to (i) the nature of Partners Capital’s business and its security review and approval process, (ii) the type of Clients that Partners Capital has and (iii) the role of an independent director at Partners Capital.

 

With respect to item (iii), the board of director’s primary responsibilities are to determine the strategic direction of the firm, to ensure effective organizational and financial planning, to ensure adequate resources are deployed, and to approve the Partners’ compensation. As a result, independent directors are not involved in day- to- day Client activities, including manager/investment selection, Client interaction, or portfolio construction. The Asset Class Investment Committees, generally meeting once a month, are responsible for the due diligence, selection and ongoing monitoring of almost all securities/investments recommended to Clients. Thus, there is clear separation between the security/investment selection process and the governance/strategic structure of the Firm.

 

Personal Trading

 

All Employees of Partners Capital are considered to be "Access Persons," and "Access Person" procedures, standards and restrictions therefore apply to all Employees. All Access Persons must comply with the Personal Account Dealing Policy. Many of the procedures, standards and restrictions in this Section govern holdings and transactions of “Reportable Securities” in "Covered Accounts." Covered Accounts include each securities account registered in an Employee's name and each account or transaction in which an Employee has any direct or indirect "beneficial ownership interest." The below list is not exhaustive but may guide Employees in determining what constitutes a ‘Covered Account’:

 

·A standard brokerage account where the Employee may purchase and hold a wide range of financial products, e.g., Saxo Bank (in Europe and Asia) and Charles Schwab (in U.S.)

 

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Global Code of Ethics

 

·Any retirement account for which the Employee conducts the Employee’s own trading or have a beneficial ownership interest (as defined below) e.g., IRA, 401k, SIPP, etc.
·Any tax efficient wrapper accounts in which financial products may be traded e.g., 529 Plan, HSA, or ISA.
·Options accounts.
·Futures accounts.
·Any accounts where the holder or beneficial owner may gain exposure to underlying stocks by use of a particular product or service provider e.g. spread betting.

 

Reportable Securities include almost every type of security, including, but not limited to:

 

·Shares of stock (public and private companies)
·Ownership units in a private company or partnership
·Corporate and municipal bonds
·Fixed Income Instruments
·Bonds convertible to stock
·Shares of exchange traded funds (ETFs)
·Shares of closed-end mutual funds
·Options on securities (including options on stocks and stock indexes)
·Security futures

 

Reportable Securities DO NOT include the following:

 

·direct obligations of the U.S. Government; (e.g., Treasury bills or gilts); bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short term debt instruments;
·shares issued by unaffiliated money market funds;
·shares issued by unaffiliated open-ended investment companies (or in geographies outside of the US, any publicly listed funds); and
·units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds.
·Cryptocurrencies that are not securities (however, derivatives with cryptocurrencies as the underlying asset are in scope of the policy).

 

Exceptions from reporting are discussed under the “Exceptions” sub-section below.

 

If an Employee is in doubt as to whether their account or an account in which they have a beneficial interest is a ‘Covered Account’ then they should check with Compliance.

 

 

417 CFR 240.16a-1(a)(2)(ii)(A) defines immediate family as any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes adoptive relationships.

 

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Global Code of Ethics

 

Beneficial ownership interest has a very broad meaning, discussed more completely below, and can include accounts of corporations owned by the Employee and accounts owned by certain family members. An Employee has a "beneficial ownership" interest in not only securities he or she owns directly, and not only securities owned by others specifically for his or her benefit, but also (i) securities held by the Employee's immediate family members1F4 who live full time with the Employee, and (ii) securities held by another person if by reason of any contract, understanding, relationship, agreement or other arrangement the Employee obtains benefits substantially equivalent to ownership. Examples of some of the most common of those arrangements are as follows:

 

1.By an Employee for his/her own benefit, whether bearer, registered in his/her own name, or otherwise;
2.By others for the Employee's benefit (regardless of whether or how registered), such as securities held for the Employee by custodians, brokers, immediate family member sharing the same household, executors or administrators;
3.For an Employee's account by a pledge;
4.By a trust in which an Employee has an income or interest unless the Employee's only interest is to receive principal if (a) some other remainder dies before distribution or (b) if some other person can direct by will a distribution of trust property or income to the Employee;
5.By an Employee as trustee or co-trustee, where either the Employee or any member of his/her immediate family living in the same household has an income or interest in the trust.
6.By a trust of which the Employee is the settlor, if the Employee has the power to revoke the trust without obtaining the consent of all the beneficiaries;
7.By any non-public partnership in which the Employee is a partner;
8.By a personal holding company controlled by the Employee alone or jointly with others;
9.In the name of the Employee's spouse unless legally separated;
10.In the name of minor children of the Employee or in the name of any relative of the Employee or of his/her spouse (including an adult child) who is presently sharing the Employee's home. This applies even if the securities were not received from the Employee and the dividends are not actually used for the maintenance of the Employee's home;
11.In the name of any person other than the Employee and those listed in (9) and (10) above, if by reason of any contract, understanding, relationship, agreement, or other arrangement the Employee obtains benefits substantially equivalent to those of ownership;
12.In the name of any person other than the Employee, even though the Employee does not obtain benefits substantially equivalent to those of ownership (as described in (11) above), if the Employee can vest or re-vest title in himself/herself.

 

This broad definition of "beneficial ownership" is for purposes of this Code only; it does not necessarily apply for purposes of other securities laws or for purposes of estate or income tax reporting or liability. To accommodate potential differences in concepts of ownership for other purposes, an Employee may include in his/her reports a statement declaring that the reporting or recording of any securities transaction shall not be construed as an admission that the reporting person has any direct or indirect beneficial ownership in the security.

 

Designated Brokers

 

All Employees are required to maintain their Covered Accounts that hold or transact in Reportable Securities at one of the designated brokers approved by Compliance (“Designated Brokers”). Please refer to the Compliance page in SharePoint for a current list of Designated Brokers by region. Limited exceptions may be granted in exceptional circumstances on a case-by-case basis and must be approved by Compliance.

 

New employees must close non-designated accounts, move their accounts to a discretionary managed account, or transition their accounts to the approved designated brokers within a month of joining Partners Capital, exceptions to be granted by Compliance. When moving to a designated broker by transacting in the market, Employees must pre-clear all trades (sell from one account and purchase through the designated broker). There is no requirement to pre-clear if the transition is an in-species transfer carried out at the custodian level.

 

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Global Code of Ethics

 

Pre-clearance

 

Without the prior approval of Compliance, no Employee may engage in any of the following for any Covered Account:

 

·Purchases of securities issued in an initial public offering ("New Issue Securities"); or
·Purchases of securities offered in a “private placement e.g. hedge funds, private equity funds, crowdfunding etc.;
·Investments in Partners Capital Pooled Vehicles (to be pre-cleared via the Private Placement tab in Comply); and
·Transactions (including purchases and sales) of Reportable Securities (as defined above).

 

The pre-approval must be obtained, documented and tracked using Comply.

 

Compliance will consider, among other factors, whether the investment opportunity should be reserved for Client accounts, whether the investment opportunity is being offered to the Employee by virtue of his or her position with the Firm, or whether the security is on the Restricted List or Employee Restricted List, as described below.

 

If a transaction is approved, the order for the transaction must be placed within two (2) business days of the day the approval. Unless otherwise specified by Compliance, limit orders where there is no further involvement from the Employee prior to the order being executed by the broker do not have a time limit as long as the order is placed by the Employee within the normal two (2) business period.

 

For purchases of securities issued in an initial public offering ("IPO" or "New Issue Securities") or private placements, the two (2) business day execution requirement does not apply. Employees may request pre-clearance as soon as they become aware of the IPO/private placement opportunity, and the approved transaction may be placed in accordance with the IPO allocation and subscription/commitment process.

 

Excessive Trading/Trading Volume

 

It is appreciated that Employees will from time to time need to manage their personal investments during office hours. However, “day trading” of any kind is not encouraged because of the continuous price monitoring that is required. Employees are prohibited from effecting more than ten (10) single name equity trades per calendar quarter.

 

Holding Periods

 

Employees are prohibited from purchasing and selling, or selling and purchasing the same or equivalent single name equity within ninety (90) calendar days. Limited exceptions of the holding period may be granted in exceptional circumstances on a case-by-case basis and must be approved by the CCO (or designee).

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
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Global Code of Ethics

 

Blackout Periods

 

Employees are prohibited from transacting in certain securities that are traded by Clients during designated blackout periods. Such securities will be monitored by Compliance and included on the Employee Restricted List as applicable.

 

Prohibited Transactions

 

Employees are prohibited from:

 

·Transacting in the following types of securities:

oContracts for difference (CFDs)
oSingle stock ETFs
oDerivatives (including event contracts) whose underlying assets are equities

·Short selling
·Trading restricted securities (please see section below)

 

Restricted List and Employee Restricted List

 

Partners Capital maintains a Restricted List and an Employee Restricted List. Employees may not trade in a security included on the Restricted List or Employee Restricted List, unless given prior written approval by Compliance. Such approval will only be given in exceptional circumstances. New Employees will have ten (10) calendar days from the commencement of employment in which they may divest all current securities on the Restricted List and/or Employee Restricted List. New Employees may also choose to transfer any holdings on the Restricted List and/or Employee Restricted List to a blind trust within this 10-day period. Any such divestments or transfers should be precleared with Compliance. After the end of the 10-day period, all new Employees will be subject to the full effect of the Restricted List and Employee Restricted List.

 

Please refer to the Firm’s Market Abuse and Insider Trading Policy for additional information.

 

Employee Reporting

 

Each Employee must submit the following reports, using Comply Technologies, Inc. Risk & Compliance Platform (“Comply”), which must be periodically reviewed by Compliance:

 

Report of Holdings

 

Each new Employee must submit a holdings report within ten (10) calendar days of commencement of employment. Thereafter, each Employee must submit an annual holdings report disclosing to Compliance the identities, amounts, and locations of all Reportable Securities owned in Covered Accounts -- i.e., accounts in which he or she has a "beneficial ownership interest". Such reports must be current as of a date not more than 45 calendar days prior to the Employee joining the Firm (for an initial report) or the date the report is submitted (for the annual report). See ‘Exceptions’ section below detailing exemptions to providing ongoing reporting on certain accounts.

 

The holdings report should contain the following information:

 

·title and type of security, identifier (i.e. ticker, IBAN or CUSIP), number of shares, and principal amount of each reportable security;
·name of broker/bank; and
·the date the Employee submits the report.

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

Ǫuarterly Reports.

 

Each Employee must report to Compliance within 30 calendar days after the end of each calendar quarter any newly opened accounts and all securities transactions in the Employee's Covered Accounts during the preceding quarter, including the following information:

 

·The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;
·The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
·The price of the security at which the transaction was effected;
·The name of the broker, dealer or bank with or through which the transaction was effected; and
·The date the Employee submits the report.

 

In filing holdings and transaction reports, Employees must note that:

 

·Transaction reports must show all sales, purchases, or other acquisitions or dispositions, the rounding out of fractional shares, exercises of conversion rights, exercises or sales of subscription rights and receipts of stock dividends or stock splits.
·No verbal confirmations from Employees are accepted as holdings or transaction reports.

 

Compliance controls

 

Following the completion of the quarterly certification by all employees, Compliance will initiate a review of each individual’s Personal Account (PA) dealing certification. This review will generally be conducted within two weeks after the certification deadline.

 

As part of this process, Compliance will perform checks for each employee, including a detailed examination of all submitted statements and any trades executed. Compliance will verify that all relevant trades were pre-cleared in accordance with the pre-clearance obligations outlined in the policy. Additionally, Compliance will check that no trades have been executed involving securities listed on the Firm’s Restricted List and that any potential breaches are properly identified.

 

Failure to comply with the Global Code of Ethics or the PA Dealing Policy will be addressed in line with the Firm’s established Breach Policy.

 

Exceptions

 

Employees need not report quarterly transaction reports:

 

(i)effected pursuant to an automatic investment plan, including but not limited to accounts such as Parametric, Nutmeg (however, any transaction that overrides or changes the pre-set contribution schedule or allocations under such plan should be reported),
(ii)with respect to securities held in accounts over which the Employee has no direct influence or control (including but not limited to a blind trust),
(iii)in the non-Reportable Securities.

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

With respect to (i) and (ii) above, any investment plans or accounts that may be eligible for either of these exceptions should be brought to the attention of Compliance via notification in Comply who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making its determination, Compliance may ask for supporting documentation such as a copy of the Automatic Investment Plan, documentation may be requested regarding the Employee’s account adviser/broker confirming the Employee and/or the Employee's immediate family does not have direct or indirect influence or control of the account, or a copy of the discretionary account management agreement and may provide Employees with the exact wording and a clear definition of “no direct or indirect influence or control”.

 

Any Employee who claims they have no direct or indirect influence or control over an account is required to complete a certification upon commencement of their employment and on an annual basis thereafter. The certification should be completed in Comply

 

Reliance on this independent or separately managed account exception is conditioned on the Firm’s receipt of a certification and other satisfactory documentary evidence (e.g., copy of advisory agreement, certification from adviser, etc.) as directed by Compliance. Employees should consult with Compliance, before excluding any accounts, including those held by immediate family members sharing the same household.

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

Pay-To-Play Restrictions

 

Individuals may have important personal reasons for seeking public office, supporting candidates for public office, or making charitable contributions. However, such activities could pose risks to the Firm. For example, local federal and state “pay-to-play” laws have the potential to significantly limit an adviser’s ability to manage assets and provide other services to government-related clients or investors. Employees are strictly prohibited from making payments or gifts of value to any outside party, including any government official or political candidate or official to create the appearance for the purpose of securing or retaining business for the Firm, or influencing any decision on behalf of the Firm. Employees are required to report all political contributions. Please refer to the Firm’s Political Contributions Policy for additional information.

 

Employee’s Responsibility To Know The Rules And Comply With Applicable Laws

 

Employees are responsible for their actions under the law and therefore are required to be sufficiently familiar with applicable federal, state and local securities laws and regulations to avoid violating them. It is the policy of the Firm to comply with all applicable laws, including securities laws, in all respects. Each Employee must promptly report any violation of the Code of which they become aware to Compliance, regardless of whether the violation was committed by the Employee or another Employee. Compliance shall consider whether it is appropriate to protect the confidentiality of the identity of an Employee reporting a violation by another Employee. It is the strict policy of the Firm that no Employee shall be subject to any form of retaliation in connection with reporting a violation of the Code, and any person found to have engaged in retaliation may be subject to dismissal or other sanction.

 

Nothing in this Code prohibits Employees from reporting potential violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice (“DOJ”), the Securities and Exchange Commission (“SEC”), the Financial Conduct Authority (“FCA”), the Commodities and Futures Trading Commission (“CFTC”), the Monetary Authority of Singapore (“MAS”), the Securities and Futures Commission (“SFC”), L’Autorité des Marchés Financiers (“AMF”), the Swiss Financial Market Supervisory Authority (“FINMA”), the Dubai Financial Services Authority (“DFSA”), the Financial Services Regulatory Authority of Abu Dhabi Global Market (“ADGM FSRA”) or other authorities, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Employees do not need prior authorization from Compliance, Chief Executive Officer, Chairman or any other person or entity affiliated with the Firm to make any such reports or disclosures and do not need to notify Partners Capital that they have made such reports or disclosures. Additionally, nothing in this Code prohibits Employees from recovering an award pursuant to a whistleblower program of a government agency or entity. Please see the Firm’s Global Whistleblowing Policy for additional information.

 

Each time the Code is updated or revised, Employees must certify that they have read and understood this Code, that they will conduct themselves professionally in complete accordance with the requirements and standards described here and that they are not aware of any violations of the Code during the prior year. The Firm’s current form of compliance certificate is usually may be completed electronically (e.g., via Comply) or manually.

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

Appendix A – Partners Capital Group Entities

 

ØPartners Capital Investment Group, LLP
ØPartners Capital LLP
ØPartners Capital Asia Limited
ØPartners Capital Investment Group (ASIA) PTE LTD
ØPartners Capital Europe SAS
ØPartners Capital LLP (DIFC Branch)
ØPartners Capital (ME) Limited
ØPartners Capital Switzerland Sàrl
ØPacific Way Capital Management, LLC

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

Global Code of Ethics

 

Appendix B – Compliance Teams Contact

 

Global Team: compliance@partners-cap.com

 

North America: us-compliance@partners-cap.com

 

Europe and Middle East: UKCompliance@partners-cap.com

 

Asia: AsiaCompliance@partners-cap.com

 

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Boston • London • Abu Dhabi • Dallas • Dubai • Hong KongFor further information, contact: 
New York • Paris • San Francisco • Singapore • Zurichcompliance@partners-cap.com 

 

 

 

 

 

 

Europe Middle East
   
London Abu Dhabi
4 Orchard Place 213 Level 15
London, SW1H 0BF Al Sarah Tower
United Kingdom ADGM
Tel: +44 (0)20 7938 5200 Abu Dhabi, UAE
   
Paris Dubai
82 avenue Marceau DIFC Representative Office
75008 Paris DIFC Funds Centre
France Precinct Building 4
Tel: +33 (0)1 7038 1054 Dubai, UAE
   
Zurich Asia
Othmarstrasse 8  
8008 Zürich  
Switzerland Singapore
50 Raffles Place, Level 13
  Singapore Land Tower
  Singapore 048623
  Tel: +65 6645 3733
North America  
   
Boston Hong Kong
Federal Reserve Plaza 10/F Champion Tower
600 Atlantic Avenue, 30th Floor 3 Garden Road
Boston, MA 02210 Central, Hong Kong
Tel: +1 617 292 2570 Tel: +852 3901 8712
   
New York  
640 Fifth Avenue, 21st Floor  
New York, NY 10019  
Tel: +1 212 951 1288  
   
San Francisco  
3 Embarcadero Center  
Suite 2360  
San Francisco, CA 94111  
Tel: + 1 415 862 7100  
   
Dallas  
2626 Cole Avenue  
Suite 300  
Dallas, TX 75204  
Tel: +1 469 864 7360  

 

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