LAM Compliance Manual

Appendix L

Code of Ethics and Personal

Investment Policy

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CODE OF ETHICS AND PERSONAL INVESTMENT POLICY

For

Lazard Asset Management LLC Lazard Asset Management Securities LLC Lazard

Asset Management (Canada), Inc.

And

Certain Registered Investment Companies

This Code of Ethics and Personal Investment Policy (the “Policy” or this “Code”) has been adopted

by Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset

Management (Canada), Inc. (collectively “LAM”), and the U.S.-registered investment companies

advised, managed or sponsored by LAM that have adopted this Policy (“LAM Funds”), to set

forth (A) the standards of business conduct expected of Covered Persons (as defined below) and

(B) certain procedures designed to minimize conflicts and potential conflicts of interest between

LAM employees and LAM’s Clients (including the LAM Funds), and between LAM Fund

directors or trustees (“Directors”) and the LAM Funds. The Policy is intended to comply with

Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), Rule 17j-1 under

the Investment Company Act of 1940 (“1940 Act”) and NFA Compliance Rule 2-9. Section II of

the Policy, in particular, is designed to prevent fraudulent or manipulative practices, including such

practices respecting purchases or sales of Securities held or to be acquired by LAM Client

accounts. It is also designed to prevent such practices, including short-term trading or “market

timing,” as they relate to Covered Persons’ investments in open-end mutual funds whether or not

managed by LAM.

All employees of LAM, including employees who serve as Fund officers or directors, are treated

as access persons under the Advisers Act. They are herein referred to as “Covered Persons,” and

are required to adhere to this Policy as well as all laws and regulations applicable to LAM’s

business activities. Consultants to LAM also may be deemed Covered Persons by LAM’s Chief

Compliance Officer and his/her designees. Additionally, all Directors of the Funds are subject to

this Policy as indicated below.

I.Statement of Principles

LAM is an investment adviser registered with the Securities and Exchange Commission and offers

discretionary and non-discretionary asset management services to its Clients, including the Funds.

Accordingly, LAM and its employees serve as fiduciaries to these Clients. This fiduciary

relationship requires LAM and Covered Persons to adhere to the highest standards of ethical

conduct and seek to avoid even the appearance of improper behavior. In addition, when acting as

fiduciaries LAM and Covered Persons must place the interests of the firm’s Clients above their

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own. (Detailed descriptions of LAM’s fiduciary duties are set forth in Section 1 of the LAM

Compliance Manual.)

In order to promote compliance with these fiduciary duties, and to manage potential conflicts of

interest, LAM has adopted without limitation:

•The personal investment procedures set forth in Section II of this Policy;

•Restrictions on the provision and receipt of gifts and business entertainment, as set forth

in Section 33 of the LAM Compliance Manual;

•The political contribution pre-clearance requirements set forth in Section 36 of the LAM

Compliance Manual;

•The outside business activity pre-clearance requirements set forth in Section 34 of the

LAM Compliance Manual;

•The policies promoting best execution and prohibiting directed brokerage consistent with

Rule 12b-1(h)(1) under the 1940 Act, as set forth in Section 16 of the Compliance

Manual;

•The insider trading and Lazard Information Barrier policies set forth in Section 32 of the

LAM Compliance Manual; and

•Policies requiring adherence to anti-corruption laws, including the U.S. Foreign Corrupt

Practices Act, as set forth in Section 4 of the LAM Compliance Manual.

LAM employees are also bound by the Lazard Ltd Code of Business Conduct and Ethics, a copy

of which is published on Lazard.com.

Ensuring compliance with the firm’s policies and applicable laws is the responsibility of every

Covered Person. LAM employees are required to report suspected violations to their supervisors

or the LAM Legal & Compliance Department. As a matter of policy, LAM will not retaliate

against individuals who report suspected violations in good faith. (Details of LAM’s non-

retaliation policy may be found in Section 1 of the LAM Compliance Manual.)

II.Personal Investment Policy & Procedures

A.Overview

All Covered Persons owe a fiduciary duty to LAM’s Clients when conducting their personal

investment transactions. Covered Persons must place the interest of Clients first and avoid

activities, interests and relationships that might interfere with the duty to make decisions in the

best interests of the Clients.  The fundamental standard to be followed in personal securities

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transactions is that Covered Persons and Directors may not take inappropriate advantage of their

positions.

Covered Persons are reminded that they also are subject to other policies of LAM, including the

policies noted above concerning insider trading and the receipt of gifts and entertainment. It bears

noting that Covered Persons must never trade in a security while in possession of material, non-

public information about the issuer or the market for those securities, even if the Covered Person

has satisfied all other requirements of this policy.

LAM’s Chief Compliance Officer shall be responsible for supervising the firm’s implementation

of this Code and all record-keeping functions mandated hereunder, including the review of all

initial and annual holding reports as well as the quarterly transactions reports described below.

The Chief Compliance Officer may delegate certain of the functions under this Policy to others in

the Legal & Compliance Department, and shall promptly report to LAM’s General Counsel or the

Chief Executive Officer all material violations of, or material deviations from, this Policy. This

Policy will be delivered as appropriate to the Directors, who also will be asked to approve any

material amendments to the Policy.

B.Definitions

“Investment Personnel” of a LAM Fund or LAM, for purposes of this Policy, includes:

1.Any employee of the LAM Fund or LAM (or of any company in a control

relationship to the LAM Fund or LAM) who, in connection with his or her regular

functions or duties, makes or participates in making recommendations regarding

the purchase or sale of securities by the LAM Fund.

2.Any natural person who controls the LAM Fund or LAM and who obtains

information concerning recommendations made to the LAM Fund regarding the

purchase or sale of securities by the LAM Fund.

“Personal Securities Accounts,” for purposes of this Policy include any account in or through

which a Security can be purchased or sold, which includes, but is not limited to, a brokerage

account; a custody account; a bank account; an individual retirement account; a 401(k) plan

account that allows investments in Securities beyond open-end mutual funds; and variable annuity

accounts or variable life insurance policies that allow investments in Securities beyond open-end

mutual funds. Such Personal Securities Accounts include:

1.Accounts in the Covered Person’s or Director’s name or accounts in which the Covered

Person or Director has a direct or indirect beneficial interest (a definition of Beneficial

Ownership is included in Exhibit A);

2.Accounts in the name of the Covered Person’s or Director’s spouse;

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3.Accounts in the name of children under the age of 18, whether or not living with the Covered

Person or Director, and accounts in the name of relatives or other individuals living with the

Covered Person or Director or for whose support the Covered Person or Director is wholly or

partially responsible (together with the Covered Person’s or Director’s spouse and minor

children, “Related Persons”); 44

4.Accounts in which the Covered Person or Director or any Related Person directly or indirectly

controls, participates in, or has the right to control or participate in, investment decisions.

For purposes of this Policy, Personal Securities Accounts do not include the following, and each

such Account and any transaction in Securities in such Account are not subject to Section II.C

through Section II.I of this Policy45:

1.Estate or trust accounts in which a Covered Person or Related Person has a beneficial

interest, but no power to affect investment decisions, and fully discretionary accounts

managed by LAM, another registered investment adviser, a registered representative of

a registered broker-dealer or another person/entity approved by the Legal &

Compliance Department are permitted to be excepted from the definition if, (i) for

Covered Persons and Related Persons, the Covered Person receives permission from

the Legal & Compliance Department, and (ii) for all persons covered by this Code,

there is no communication between the adviser (or such other approved person/entity)

to the account and such person with regard to investment decisions prior to execution;

2.Other accounts over which the Covered Person or Related Person has no direct or

indirect influence or control, provided the Covered Person obtains consent to maintain

the account, and permission to be excepted from the definition, by the Legal &

Compliance Department;

3.401(k) plan account and similar retirement accounts that permit the participant to invest

only in open-end mutual funds and where the Covered Person or Related Person agrees

not to invest in any LAM Funds or Sub-Advised Funds;46

4.Accounts that may only invest in open-end mutual funds that are not LAM Funds or

Sub-Advised Funds, or similar accounts (e.g., direct investment accounts at mutual

fund sponsor firms, variable annuity/life contracts issued by investment companies

registered under the 1940 Act) where the Covered Person or Related Person agrees not

to invest in any LAM Funds or Sub-Advised Funds.

5.Qualified state tuition programs (also known as “529 Programs”) where investment

options and frequency of transactions are limited by state or federal laws.

44 Unless otherwise indicated, all provisions of this Code apply to Related Persons.

45 Except that Investment Personnel of a LAM Fund or LAM are not exempt from Section II.D.1 through Section II.D.5 of this Policy with

respect to transactions in Securities through such accounts.

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46 In particular, LAM employee 401(k) accounts at Fidelity are not Personal Securities Accounts. However, Fidelity Broker-Link brokerage

accounts that are linked to employee 401(k) accounts are Personal Securities Accounts.

A “Security” or “Securities,” for purposes of this Policy, generally includes any instrument defined in

Section 2(a)(36) of the 1940 Act, including the following:

1.stocks

2.corporate bonds

3.shares of closed-end funds, exchange-traded funds (commonly referred to as

“ETFs”), exchange-traded notes (“ETNs”) and unit investment trusts

4.shares of open-end mutual funds (including the LAM Funds or any mutual fund for

which LAM serves as a sub-adviser (“Sub-Advised Funds”))47

5.interests in hedge funds

6.interests in private equity funds

7.limited partnerships

8.private placements or unlisted securities

9.debentures, and other evidences of indebtedness, including senior debt and,

subordinated debt

10.investment, commodity or futures contracts

11.all derivative instruments such as swaps, options, warrants and structured securities

For purposes of this Policy, a Security does not include:

1.money market mutual funds

2.U.S. Treasury obligations (including state and municipal securities collateralized

by U.S. Treasury obligations)

3.mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S.

government

4.bankers’ acceptances

5.bank certificates of deposit

6.commercial paper

7.high quality short-term debt instruments (meaning any instrument that has a

maturity at issuance of less than 366 days and that is rated in one of the two highest

rating categories by a nationally recognized statistical rating organization, such as

S&P or Moody's), including repurchase agreements.

8.Lazard-sponsored and managed employee securities companies or “ESC Funds”

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47 A current list of Sub-Advised Funds is maintained by LAM’s operations group and shared with the Legal & Compliance Department and is

available to employees upon request.

C.Opening and Maintaining Employee Accounts

All Covered Persons and their Related Persons must generally maintain their Personal Securities

Accounts at a broker-dealer approved by the Legal & Compliance Department which will

electronically transmit Personal Securities Account information to the Compliance Science System

(the “Approved Broker-Dealers”). Covered Persons and their Related Persons who have Personal

Securities Accounts at a broker-dealer that is not capable of transmitting information to the

Compliance Science System electronically generally will be required to transfer such Accounts to

an Approved Broker-Dealer (including Fidelity Investments and Charles Schwab). A list of

Approved Broker-Dealers is set forth in Exhibit B.

In rare cases, LAM’s Chief Compliance Office or his/her designee may allow Covered Persons or

Related Persons to maintain Personal Securities Accounts at firms other than Approved Broker-

Dealers where (A) Approved Broker-Dealers do not offer a particular investment product or

service desired by the Covered Person or Related Person, or (B) a Related Person must maintain

their Accounts at a specific broker-dealer, by reason of their employment, or (C) in other

exceptional circumstances. Covered Persons may submit a request for exemption to the Legal &

Compliance Department. For any Personal Securities Account not maintained at an Approved

Broker-Dealer, Covered Persons and their Related Persons must arrange to have duplicate copies

of trade confirmations and statements provided to the Legal & Compliance Department at the

following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30

Rockefeller Plaza, 56th Floor, New York, NY 10112-6300. All other provisions of this policy will

continue to apply to any Personal Securities Account that is not maintained at an Approved Broker-

Dealer.

It is the responsibility of Covered Persons to disclose all relevant Personal Securities Accounts to

LAM’s Legal & Compliance Department. Pursuant to Section H below, new Covered Persons

must disclose their Personal Securities Accounts, and those of their Related Persons, through the

Compliance Science System (or directly to the Legal & Compliance Department) within ten (10)

calendar days of joining LAM. Existing Covered Persons must disclose new Personal Securities

Accounts for which they or their Related Persons have a beneficial interest promptly to the Legal

& Compliance Department, before any trading in Securities takes place.

D.Restrictions

All trades by Covered Persons or Related Persons in Securities through Personal Securities

Accounts must be pre-approved through the Compliance Science System (or directly by the Legal

& Compliance Department where access to the System is not possible) pursuant to the procedures

and exceptions set forth in Section E below (the “Pre-Clearance Requirement”).

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1.Conflicts with Client Activity. Subject to the exceptions below, no Security may be

purchased or sold in any Personal Securities Account seven (7) calendar days before or after

a LAM Client account trades in the same security (the “Blackout Period”).

2.Conflicts with LAM Restricted List. No Security on the LAM Restricted List may be

purchased or sold in any Personal Securities Account.

3.90 Day Holding Period. Securities transactions, including transactions in LAM Funds or

Sub-Advised Funds and any derivatives, must be for investment purposes rather than for

speculation. Consequently, subject to Section E below, Covered Persons or their Related

Persons may not purchase and sell the same Securities within ninety (90) calendar days (i.e.,

a security acquired may be sold on the 91st day but not the 89th day after acquisition),

calculated on a First In, First Out (FIFO) basis (the “90 Day Hold”). Profits from sales that

occur within the 90 Day Hold are subject to disgorgement or other sanctions pursuant to

Section J below.

4.Public Offerings. No transaction for a Personal Securities Account may be made in

Securities sold in an initial public offering or secondary offering.

5.Private Placements. Securities offered pursuant to a private placement (e.g., hedge funds,

private equity funds or any other pooled investment vehicle the interests or shares of which

are offered in a private placement) may not be purchased or sold by a Covered Person or

Related Person without the prior approval of LAM’s Chief Compliance Officer or his/her

designee. Pre-approval of such investments must be requested by Covered Persons through

the Compliance Science System.  In connection with any decision to approve such a private

placement, the Legal & Compliance Department will prepare a report of the decision that

explains the reasoning for the decision and an analysis of any potential conflict of interest.

Any Covered Person receiving approval to acquire Securities in a private placement must

disclose that investment when the Covered Person participates in a subsequent consideration

of an investment in such issuer by or for a LAM Client and any decision by or made on behalf

of the LAM Client to invest in such issuer will be subject to an independent review by

investment personnel of LAM with no personal interest in the issuer.

6.Private Funds. Private funds are sold on a private placement basis and as noted above are

subject to prior approval by LAM’s Legal & Compliance Department through the

Compliance Science System. In considering whether or not to approve an investment in a

hedge fund, the Chief Compliance Officer or his or her designee, will review a copy of the

fund’s offering memorandum, subscription documents and other governing documents

(“Offering Documents”), along with any side letters, as deemed appropriate in order to

ensure that the proposed investment is being made in a manner that does not conflict with

LAM’s fiduciary duties.

Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal &

Compliance Department will contact the Fund of Funds Group (the “Team”) and identify the

fund in which the Covered Person has requested permission to invest. The Team will advise

the Legal & Compliance Department if the fund is on the Team’s approved list or if the Team

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is otherwise interested in investing Client assets in the fund. If the fund is not on the Team’s

approved list and the Team is not interested in investing in the fund, the Chief Compliance

Officer will generally approve the Covered Person’s investment, unless other considerations

warrant denying the investment. If the fund is on the approved list or the Team may be

interested in investing in the fund, then the Legal & Compliance Department will determine

whether the fund is subject to capacity constraints. If the fund is subject to capacity

constraints, then the Covered Person’s request will be denied and priority will be given to the

Team to invest Client assets in the fund. If the fund is not subject to capacity constraints, then

the Covered Person will generally be permitted to invest along with the Team. If the fund is

on the approved list or the Team may be interested in investing in the fund, then the Covered

Person’s investment will be reviewed by the Chief Compliance Officer or his or her designee

as described above.

7.Short Sales. Covered Persons are prohibited from engaging directly in short sales of any

security. However, provided the investment is otherwise permitted under this Policy and has

received all necessary approvals, an investment in a hedge fund interest or other permitted

Security that engages in short selling is permitted. Covered Persons are prohibited from

buying or otherwise taking a "long" position in a put option when they do not hold the

underlying stock since this can result in a short sale on the expiration date of the contract.

8.Inside Information. No transaction may be made in violation of the Material Non-Public

Information Policies and Procedures (“Inside Information”) as outlined in Section 32 of the

LAM Compliance Manual.

9.Lazard Ltd Stock (LAZ). All trading in shares of LAZ by Covered Persons or Related

Persons must be pre-cleared pursuant to Section F below, unless such trading is conducted

by Lazard on behalf of Covered Persons or Related Persons through company programs.

Trading in LAZ shares is subject to special trading prohibitions, the dates and conditions of

which are determined by Lazard senior management; typically, LAZ trading will be

prohibited beginning two weeks before each calendar quarter end through a date that is two

business days after a public earnings announcement. Covered Persons are prohibited from

entering into options contracts related to LAZ shares.

10.Levered ETFs and ETNs. Covered Persons and Related Persons are prohibited from

trading in securities of levered ETFs or ETNs in their Personal Securities Accounts. These

financial instruments are inconsistent with the provisions of this Code, insofar as they

generally are designed to be held for short-term periods and can invite speculative trade

decisions. Examples of prohibited levered ETFs and ETNs are set forth in Exhibit C.

11.Directorships. Covered Persons may not serve on the board of directors of any corporation

or entity (other than a related Lazard entity) without the prior approval of LAM’s Chief

Compliance Officer or General Counsel, pursuant to Section 34 of the LAM Compliance

Manual.

12.Control of Issuer. Covered Persons and Related Persons may not acquire any security,

directly or indirectly, for purposes of obtaining control of the issuer.

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13.Prohibited Investment Platforms. Covered Persons are prohibited from

maintaining Personal Securities Accounts on the retail-trading platform Robinhood

Financial LLC. However, Fintech applications created by Approved Brokers are permitted

under this Code.

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E.Exemptions

The Chief Compliance Officer or his/her designee may determine that one of the following

exemptions to the Policy applies:

1.Exemptions from Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold.

a)Investments in open-end mutual funds other than LAM Funds or Sub-Advised Funds

are exempt from these three requirements. However, Covered Persons and Related

Persons are required to trade in such fund shares in compliance with the applicable

prospectus. For purposes of clarity, investments in LAM Funds and Sub-Advised

Funds remain subject to the Blackout Period (to the extent applicable), Pre-Clearance

Requirement and 90 Day Hold.

b)Investments in non-levered broad-based ETFs and ETNs to this Policy are also exempt

from these three requirements; however, sales of any ETFs or ETNs in response to a

margin call are subject to the Pre-Clearance Requirement.

c)Sales attributable to tax-loss harvesting by a Covered Person or Related Person are

subject to the Pre-Clearance Requirement but are not subject to the 90 Day Hold or

the Blackout Period.

d)Transactions in connection with corporate actions are also exempt from each of the

Pre-Clearance Requirement, the Blackout Period and, as applicable, the 90 Day

Hold.

e)Direct investment programs, which allow the purchase of Securities directly from the

issuer without the intermediation of a broker-dealer are exempt from the Blackout

Period and the 90 Day Hold, provided that: (i) the timing and size of the purchases are

established by a pre-arranged schedule (e.g., dividend reinvestment plans); and (ii) the

Covered Persons obtains Pre-Clearance prior to participating in such program.

Covered Persons also must provide Required Reporting Information relating to such

investments in the annual report as specified in Section H.4.

f)The Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold generally shall

not apply to transactions for which the Covered Person or Related Person does not

have, or has relinquished, control. Examples include trades related to (1) deferred

compensation award vestings (exempt from all three); (2) the exercise of Security-

related rights on a pro rata basis (exempt from all three); and (3) a commitment to

trade predetermined amounts of a Security on a specific future date, pre-arranged with

the Legal & Compliance Department (exempt from Blackout Period only).

2.Exceptions to the Pre-Clearance and/or Blackout Period

a)Discretionary Exceptions. Purchases or sales of Securities which receive the prior

approval of the Chief Compliance Officer or, in his or her absence, another senior

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member of the Legal & Compliance Department, may be exempted from the Blackout

Period if such purchases or sales are determined to be unlikely to have any material

negative economic impact on or give rise to an appearance of impropriety with respect

to any Client account managed or advised by LAM. For example, the Chief

Compliance Officer or his/her designee may find no conflicts or improprieties where

Client activity within a Blackout Period is related to non-material inflows or outflows

rather than discretionary investment decisions.

b)De Minimis Exemptions. The Blackout Period shall not apply to any transaction in

(1) an equity Security which does not  exceed an aggregate transaction amount of

$50,000 of the security, provided the issuer has a market capitalization greater than US

$5 billion; (2) an equity Security which does not exceed an aggregate transaction

amount of $25,000 of the security, provided the issuer has a market capitalization

between US $500 million and US $5 billion; and (3) fixed income Securities, or series

of related transactions, involving up to $25,000 face value of that fixed income security,

provided that the issuer has a market capitalization of greater than US $5 billion for its

equity Securities.

For purposes of clarity, any Securities subject to an exception above must be included on reports

required to be submitted to the Legal & Compliance Department consistent with this Policy.

Exceptions are not applicable to trades in any Security on the LAM Restricted List or trades in

LAZ when a corporate trading prohibition is applicable.

F.Prohibited Recommendations

No Investment Personnel shall recommend or execute any Securities transaction for any LAM

Client account under his/her discretionary management, without having disclosed, through the

Compliance Science System or otherwise in writing, to the Chief Compliance Officer or his/her

designee any direct or indirect interest in such Securities or issuers (including any such interest

held by a Related Person). Similarly, no Investment Personnel shall execute any Securities

transaction for his/her Personal Securities Account without having disclosed through the

Compliance Science System or otherwise in writing, to the Chief Compliance Officer or his/he

designee, any direct or indirect interest that LAM Client accounts under his/her discretionary

management may have. The interest could be in the form of:

1.Any direct or indirect beneficial ownership of any Securities of such issuer;

2.Any contemplated transaction by the person in such Securities;

3.Any position with such issuer or its affiliates; or

4.Any present or proposed business relationship between such issuer or its affiliates and

the Investment Personnel or any party in which such Investment Personnel have a

significant interest.

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The Exceptions in Section E(2), above, may apply to the pre-clearance requests subject to this

Section F, within the discretion of the Chief Compliance Officer or his/her designee.

G.Transaction Approval Procedures – Compliance Science System

All Security transactions by Covered Persons and Related Persons in Personal Securities Accounts

must receive prior approval from the LAM Legal & Compliance Department as described below.

To pre-clear a transaction, Covered Persons must on behalf of themselves or a Related Person:

1.Electronically complete and “sign” the relevant trade request form in the Compliance

Science system, completing all fields accurately [lam.complysci.com].

2.After the request is processed, the Covered Person will be notified by the Compliance

Science System if the order is approved or not approved. If the order is approved, the

Covered Person or Related Person is responsible to transmit the order to the broker-

dealer where his or her account is maintained.

Trade approvals from the Compliance Science System are only valid for the business day in which

they are issued. If the approved trade is not executed by the broker-dealer of the Covered Person

or Related Person on the business day the approval is received, the proposed trade must be re-

submitted to the Compliance Science System for re-approval.

Pre-clearance requests will be processed though the Compliance Science System each business

day from approximately 8:30 a.m. ET through 3:45 p.m. ET. The Legal & Compliance Department

endeavors to preclear transactions promptly; however, transactions may not always be approved

on the day in which they are received. This is especially the case where pre-clearance requests are

received late in the business day. Certain factors, such as time of day the order is submitted or

length of time it takes to confirm Client activity, all play a role in the length of time it takes to

preclear a transaction.

H.Required Reporting

1.Initial Certification. Within 10 days of becoming a Covered Person, such Covered

Person must submit to the Legal & Compliance Department an acknowledgement that

they have received a copy of this Policy, and that they have read and understood its

provisions.

2.Initial Holdings Report. Within 10 days of becoming a Covered Person, the Covered

Person must submit to the Legal & Compliance Department a statement of all Securities

in which such Covered Person has any direct or indirect beneficial ownership. This

statement must include (i) the title, number of shares and principal amount of each

Security, (ii) the name of any broker, dealer, insurance company, or bank with whom

the Covered Person maintained an account in which any Securities were held for the

direct or indirect benefit of such Covered Person and (iii) the date of submission by the

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Covered Person; (i), (ii) and (iii), together with any other information required by the

Compliance Science System, being the “Required Reporting Information”. The

Required Reporting Information provided in this statement must be current as of a date

no more than 45 days prior to the Covered Person’s date of employment at LAM.

3.Quarterly Report. Within 30 days after the end of each calendar quarter, each

Covered Person must provide a statement including the Required Reporting

Information to the Legal & Compliance Department via the Compliance Science

System relating to Securities transactions executed during the previous quarter for all

Personal Securities Accounts and any new Personal Securities Accounts in which any

Securities were held established during the previous quarter for the direct or indirect

benefit of the Covered Person. Any such report may contain a statement that the report

shall not be construed as an admission by the person making such report that he or she

has any direct or indirect beneficial ownership in the security to which the report

relates.

4.Annual Report. Each Covered Person shall submit within 45 days after the end of

each calendar year an annual report to the Legal & Compliance Department via the

Compliance Science System showing, as of the end of the calendar year the Required

Reporting Information for each account in which any Securities are held for the direct

or indirect benefit of the Covered Person or Related Persons. For purposes of clarity,

a Covered Person’s investments in any direct investment program must be reported on

the Covered Person’s annual report.

5.Annual Certification. All Covered Persons are required to certify annually via the

Compliance Science System that they have (i) read and understand this Policy and

recognize that they are subject to its terms and conditions, (ii) complied with the

requirements of this policy and (iii) disclosed or reported all Personal Securities

Accounts and transactions required to be disclosed or reported pursuant to this Code.

LAM will maintain a copy of this Policy on the intranet site accessible to all Covered

Persons, and its annual certification request will identify the location of the Policy to

all Covered Persons. Amendments to the Policy, if any, will be transmitted to Covered

Persons electronically.

I.Fund Directors.

Each Director who is not an “interested person” (as defined in the 1940 Act) of a LAM Fund and

who would be required to provide reports pursuant to Section II.H of this Policy solely by reason

of being a Director is excepted from such reporting requirements pursuant to Rule 17j-1(d)(2),

except that the Director shall make a quarterly report to the Legal & Compliance Department of

transactions in Securities if the Director knew or, in the ordinary course of fulfilling his or her

official duties as a Director should have known, that during the 15-day period immediately before

or after the Director's transaction a LAM Fund on whose board the Director serves purchased or

sold a Security, or the LAM Fund or LAM considered purchasing or selling the Security.

J.Sanctions.

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The Legal & Compliance Department shall track all violations of this Policy and may impose

appropriate sanctions, including without limitation warnings, disgorgement of trading profits to

charity, and suspension of personal trading privileges. The Department shall report all material

violations to LAM’s Chief Executive Officer or General Counsel, who may impose such sanctions

as deemed appropriate, including, among other things, a letter of censure, fines, or suspension /

termination of the violator’s employment.

K.Retention of Records.

All records relating to personal Securities transactions hereunder and other records meeting the

requirements of applicable law, including a copy of this policy and any other policies covering the

subject matter hereof, shall be maintained in the manner and to the extent required by applicable

law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal

& Compliance Department shall have the responsibility for maintaining records created under this

policy.

L.Board Review.

The Chief Compliance Officer shall provide to the Board of Directors of each Fund, on a quarterly

basis, a written report regarding activity under this policy, and at least annually, a written report

and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

M.Other Codes of Ethics.

To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment

subadviser of or, for an open-end Fund only, principal underwriter for any Fund and their

respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those

persons must be covered by separate codes of ethics which are approved in accordance with

applicable law.

1

Exhibit A

EXPLANATION OF BENEFICIAL OWNERSHIP

You are considered to have “Beneficial Ownership” of Securities if you have or share a direct or

indirect “Pecuniary Interest” in the Securities.

You have a “Pecuniary Interest” in Securities if you have the opportunity, directly or indirectly, to

profit or share in any profit derived from a transaction in the Securities.

The following are examples of an indirect Pecuniary Interest in Securities:

1.Securities held by members of your immediate family sharing the same household;

however, this presumption may be rebutted by convincing evidence that profits derived

from transactions in these Securities will not provide you with any economic benefit.

“Immediate family” means any child, stepchild, grandchild, parent, stepparent,

grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-

law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

2.Your interest as a general partner in Securities held by a general or limited partnership.

3.Your interest as a manager-member in the Securities held by a limited liability

company.

4.A performance-related fee, other than an asset-based fee, received by any broker, dealer,

bank, insurance company, investment company, investment adviser, investment manager,

trustee or person or entity performing a similar function.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership,

limited liability company or other entity in which you hold an equity interest, unless you are a

controlling equity holder or you have or share investment control over the Securities held by the

entity.

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

1.Your status as a trustee where either you or a member of your immediate family is a

trust beneficiary.

2.Your status as a trust beneficiary and you have or share investment control over trust

transactions.

3.Your status as a settler of a trust if you have the right to revoke the trust without the

consent of a beneficiary and you have or share investment control over the Securities

in the trust.

1

The foregoing is only a summary of the meaning of “beneficial ownership”. For purposes of the

attached policy, “beneficial ownership” shall be interpreted in the same manner, as it would be

in determining whether a person is subject to the provisions of Section 16 of the Securities

Exchange Act of 1934 and the rules and regulations thereunder.

1

Exhibit B

APPROVED BROKER-DEALERS

PREFERRED BROKERS

Fidelity

Charles Schwab

OTHER APPROVED BROKERS

Ameriprise Financial

Chase Investment Services Corp.

Citigroup

Commonwealth Financial Network

Dreyfus Brokerage Services

E*Trade

Edward Jones

Goldman Sachs

Interactive Brokers

JP Morgan Private Bank

Merrill Lynch

Morgan Stanley

RBC Wealth Mgmt/Advisor Services

T. Rowe Price

TD Ameritrade

UBS

Vanguard

1

Exhibit C

PROHIBITED LEVERED ETFs AND ETNs (EXAMPLES)

Note: This is not an exhaustive list of prohibited levered ETFs and ETNs.

TickerName

AGADB AGRICULTURE DOUBLE SHORT

AGLSADVSHRS ACCUVEST GBL LNG SHR

AGQPROSHARES ULTRA SILVER

AMJLCREDIT SUISSE X‐LINKSMP2XLVGALRN

BARDIREXION DAILY GOLD BULL 3X

BARSDIREXION DAILY GOLD BEAR 3X

BDCLETRACS 2X WELLS FARGO BDCI

BDDDB BASE METALS DOUBLE LONG

BGUDIREXION DAILY LARGE CAP BULL 3X

BGZDIREXION DAILY LARGE CAP BEAR 3X

BIBPROSHARES ULTRA NASD BIOTECH

BISPROSHARES ULTRASHORT NAS BIO

BOILPROSHARES ULTRA BLOOMBERG NA

BOMDB BASE METALS DOUBLE SHORT

BRILDIREXION DAILY BRIC BULL 3X

BRISDIREXION DAILY BRIC BEAR 3X

BRZSDIREXION DAILY BRAZIL BEAR 3

BRZUDIREXION DAILY BRAZIL BULL 3

BUNTDB 3X GERMAN BUND FUTURES

BXDCBARCLAYS ETN+SHORT C S&P 500

BXDDBARCLAYS ETN+SHORT D S&P 500

BXUBBARCLAYS ETN+LONG B S&P 500

BXUCBARCLAYS ETN+LONG C S&P 500

BZQPROSHARES ULTRASHORT MSCI BR

CEFLETRACS MONTH PAY 2X LEV C/E

CHAUDIREXION DAILY CSI 300 CHI A BULL 2X

CLAWDIREXION DLY HOMEBLD SUP BEAR 3X

CMDULTRASHORT DJ‐UBS COMMODITY PR

COWLDIREXION DLY AGRI BULL 3X

COWSDIREXION DAILY AGRI BEAR 3X

CROCPROSHARES ULTRASHORT AUD

CSMBX‐LINKS 2XLEVRG MERGER ARB

CUREDIREXION HEALTHCARE BULL 3X

2

CZIDIREXION CHINA BEAR 3X SHARES

CZMDIREXION CHINA BULL 3X SHARES

DAGDB AGRICULTURE DOUBLE LONG

DDMPROSHARES ULTRA DOW30

DEEDB COMMODITY DOUBLE SHORT

DGAZVELOCITYSHARES 3X INVERSE NA

DGLDVELOCITYSHARES 3X INVERSE GO

DGPDB GOLD DOUBLE LONG ETN

DIGPROSHARES ULTRA OIL & GAS

DPKDIREXION DAILY DEV M BEAR 3X

DPSTDIREXION DLY REG BANKS BULL 3X

DRIPDIREXION DLY SP OIL GAS EXP BEAR 3X

DRNDIREXION DLY REAL EST BULL3X

DRRMARKET VECTORS DBL SHORT EUR

DRVDIREXION DLY REAL EST BEAR3X

DSLVVELOCITYSHARES 3X INVERSE SI

DSTJJPMORGAN 2X SHORT TREASURY

DSXJJPMORGAN 2X SHORT 10 YR TREA

DTODB CRUDE OIL DOUBLE SHORT

DUGPROSHARES ULTRASHORT OIL&GAS

DUSTDIREXION DAILY GOLD MINERS I

DVHLETRACS MON PAY 2XLEV HI INC

DVYLETRACS 2X DJ SEL DVD ETN

DWTIFVELOCITYSHARES 3X INVERSE CR

DXDPROSHARES ULTRASHORT DOW30

DXOPOWERSHARES DB CRUDE OIL 2X

DYYDB COMMODITY DOUBLE LONG

DZKDIREXION DLY DEV MKT BULL 3X

DZZDB GOLD DOUBLE SHORT ETN

EDCDIREXION DLY EMG MKT BULL 3X

EDZDIREXION DLY EMG MKT BEAR 3X

EETPROSHARES ULT MSCI EMER MKTS

EEVPROSHARES ULTSHRT MSCI EM

EFOPROSHARES ULTRA MSCI EAFE

EFUPROSHARES ULTSHRT MSCI EAFE

EMLBIPATH LONG ENHANCED MCSI EM IN

EMSAIPATH SE MSCI EM INDEX ETN

EPVPROSHARES ULTRASHORT FTSE EU

ERXDIREXION DAILY ENERGY BUL 3X

ERYDIREXION DLY ENERGY BEAR 3X

EUOPROSHARES ULTRASHORT EURO

EURLDIREXION DAILY FTSE EUROPE B

EURZDIREXION DAILY FTSE EUROPE B

2

EWVPROSHARES ULTSHRT MSCI JAPAN

EZJPROSHARES ULTRA MSCI JAPAN

FASDIREXION DAILY FIN BULL 3X

FAZDIREXION DAILY FINL BEAR 3X

FBGFI ENHANCED BIG CAP GR ETN

FBGXFI ENHANCED LARGE CAP GROWTH

FCGLDIREXION DAILY NATURAL GAS

FEEUFI ENHANCED EUROPE 50 ETN

FIBGCS FI ENHANCED BIG CAP GROW

FIEGFI ENHANCED GLOBAL HI YLD

FIEUCS FI ENHANCED EUROPE 50 ETN

FIGYFI ENHANCED GLOBAL HIGH YLD

FINUPROSHARES ULTRAPRO FINANCIAL

FINZPROSHARES ULTRAPRO SHORT FIN

FLGEFI LARGE CAP GROWTH ENHANCED

FOLFACTORSHARES 2X: OIL‐S&P500

FSAFACTORSHARES 2X: TBD‐S&P500

FSEFACTORSHARES 2X: S&P500‐TBD

FSGFACTORSHARES 2X: GOLD‐S&P500

FSUFACTORSHARES 2X: S&P500‐USD

FXPPROSHARES ULTRASHORT FTSE CH

GASLDIREXION DLY NAT GAS BULL 3X

GASXDIREXION DLY NAT GAS BEAR 3X

GDAYPROSHARES ULT AUSTRALIAN DOL

GLDLDIREXION DAILY GOLD BULL 3X

GLDSDIREXION DAILY GOLD BEAR 3X

GLLPROSHARES ULTRASHORT GOLD

GUSHDIREXION DLY SP OIL GAS EXP BULL 3X

HAKDDIREXION DAILY CYBER SEC BEAR 2X

HAKKDIREXION DAILY CYBER SEC BULL 2X

HBUPROSHARES ULTRA HOMEBUILDERS

HBZPROSHARES ULTRA SHORT HOMEBLD

HOMLETRACS MON RESET 2X LEV ISE EHB

HYDDDIREXION DAILY HIGH YIELD BEAR 2X

IGUPROSHARES ULTRA INVEST GRADE

INDLDIREXION DAILY MSCI INDIA BU

INDZDIREXION DAILY INDIA BEAR 3X

IPLT2X INVERSE PLATINUM ETN

ITLTPOWERSHARES DB 3X ITAL TR BD

J10LGUGGENHEIM INVERSE 2X S&P 50

J10UGUGGENHEIM 2X S&P 500 ETF

JDSTDIREXION DLY JR GOLD BEAR 3X

JGBDDB 3X INVERSE JAPANESE GOVT

2

JGBTDB 3X JAPANESE GOVT BND FUT

JNUGDIRXN DAILY JR BULL GOLD 3X

JPNLDIREXION DAILY JAPAN 3X BULL

JPNSJAPAN DAILY JAPAN 3X BEAR

JPXPROSHARES U/S MSCI PAC X‐JPN

KOLDPROSHARES ULTRASHORT BLOOMBE

KORUDIREXION DAILY SK BULL 3X

KORZDIREXION DAILY SOUTH KOREA

KRUPROSHARES ULTRA S&P REGIONAL

LABDDIREXION DAILY SP BIOTECH BEAR 3X

LABUDIREXION DAILY SP BIOTECH BULL 3X

LBJDIREXION DLY LAT AMER BULL3X

LBNDDB 3X LONG 25+ YEAR TREASURY

LHBDIREXION DLY LATIN AMER 3X

LMLPETRACS MNTH PAY 2XL WF MLP

LPLT2X LONG PLATINUM ETN

LRETETRACS MON PAY 2XLEV MSCI SU REIT

LSKYETRACS MONTHLY 2XLEVERAGED ISE

LTLPROSHARES ULTRA TELECOMMUNIC

MATLDIREXION DLY BAS MAT BULL 3X

MATSDIREXION DLY BAS MAT BEAR 3X

MDLLDIREXION DAILY MID CAP BULL 2X

MFLAIPATH LE MSCI EAFE INDEX ETN

MFSAIPATH SE MSCI EAFE INDEX ETN

MIDUDIREXION DLY MID CAP BULL 3X

MIDZDIREXION DLY MID CAP BEAR 3X

MLPLETRACS 2X LEV LG ALERIAN MLP

MLPQETRACS 2X MON LEV ALER MLP INFRA

MLPZETRACS 2X MON LEV SP MLP INDEX B

MORLETRACS MONTHLY PAY 2XLEVERAG

MVVPROSHARES ULTRA MIDCAP400

MWJDIREXION DAILY MID CAP BULL 3X SHA

MWNDIREXION DAILY MID CAP BEAR 3X SH

MZZPROSHARES ULTSHRT MIDCAP400

NAILDIREXION DAILY HOMEBL SUP BULL 3X

NUGTDIREXION DAILY GOLD MINERS I

PILLDIREXION DLY PHARMA MED BULL 2X

PILSDIREXION DLY PHARMA MED BEAR 2X

PSTPROSHARES ULTRASHORT 7‐10 YR

QIDPROSHARES ULTRASHORT QQQ

QLDPROSHARES ULTRA QQQ

REARYDEX 2X ENERGY

RECRYDEX INV 2X S&P ENERGY

2

RETLDIREXION DLY RETAIL BULL 3X

RETSDIREXION DLY RETAIL BEAR 3X

REWPROSHARES ULTRASHORT TECH

RFLRYDEX 2X FINANCIAL

RFNRYDEX INV 2X FINANCIAL

RHMRYDEX 2X HEALTH CARE

RHORYDEX INV 2X HEALTH CARE

RMMRYDEX 2X S&P MIDCAP 400 ETF

RMSRYDEX INVERSE 2X S&P MIDCAP

ROLAIPATH LX RUSSELL 1000 ETN

ROMPROSHARES ULTRA TECHNOLOGY

ROSAIPATH SX RUSSELL 1000 ETN

RRYRYDEX 2X RUSSELL 2000 ETF

RRZRYDEX INVERSE 2X RUSS 2000

RSUGUGGENHEIM 2X S&P 500 ETF

RSUGUGGENHEIM 2X S&P 500 ETF

RSWGUGGENHEIM INVERSE 2X S&P 50

RSW1GUGGENHEIM INVERSE 2X S&P 50

RTGRYDEX 2X TECHNOLOGY

RTLAIPATH LX RUSSELL 2000 ETN

RTSAIPATH SX RUSSELL 2000 ETN

RTWRYDEX INV 2X TECHNOLOGY

RUSLDIREXION RUSSIA BULL 3X

RUSSDIREXION DLY RUSSIA BEAR 3X

RWXLUBS ETRACS M PY 2XLVG DJ INTL RELES

RXDPROSHARES ULTRASHORT HEALTH

RXLPROSHARES ULTRA HEALTH CARE

SAAPROSHARES ULTRA SMALLCAP600

SBNDDB 3X SHORT 25+ YEAR TREAS

SCCPROSHARES ULTRASHORT CONS SV

SCOPROSHARES ULTRASHORT BLOOMBE

SDDPROSHARES ULTRASHORT SC600

SDKPROSHARES ULTSHRT RUS MC GRW

SDOWPROSHARES ULTPRO SHRT DOW30

SDPPROSHARES ULTSHRT UTILITIES

SDSPROSHARES ULTRASHORT S&P500

SDYLETRACS 2X S&P DVD ETN

SFKPROSHARES ULTSHRT R1000 GRW

SFLAIPATH LX S&P 500 ETN

SFSAIPATH SX S&P 500 ETN

SICKDIREXION DLY HLTHCRE BEAR 3X

SIJPROSHARES ULTSHRT INDUSTRIAL

SINFPROSHARES ULTRAPRO SHORT 10Y

2

SJFPROSHARES ULTSHRT R1000 VALU

SJHPROSHARES ULTRASHRT R2000 VA

SJLPROSHARES ULTSHRT MC VALUE

SKFPROSHARES ULTSHRT FINANCIALS

SKKPROSHARES ULTSHRT RUS 2000 G

SMDDPROSHARES ULTPRO SHRT MC400

SMHDETRACS MON PAY 2X LEV US SM CAP H

SMKPROSHARES ULTRASHORT MSCI ME

SMLLDIREXION DAILY SM CAP BULL 2X

SMNPROSHARES ULTSHRT BASIC MAT

SOXLDIREXION DAILY SEMI BULL 3X

SOXSDIREXION DAILY SEMICON 3X

SPLXETRACS MNTHLY RESET 2XS&P500

SPUUDIREXION DAILY S&P 500 2X

SPXLDIREXION DAILY S&P 500 BULL

SPXSDIREXION DAILY S&P 500 BEAR

SPXUPROSH ULTRAPRO SHORT S&P 500

SQQQPROSHARES ULTRAPRO SHORT QQQ

SRSPROSHARES ULTRASHORT RE

SRTYPROSHARES ULTRAPRO SHRT R2K

SSDLETRACS MONTHLY 2X LEV ISE SSD IND

SSGPROSHARES ULTSHRT SEMICONDUC

SSOPROSHARES ULTRA S&P500

SYTLDIREXION DAILY 7‐10 YR TREA BULL 2X

SZKPROSHARES ULTSHRT CONS GOODS

TBTPROSHARES ULTRASHORT 20+Y TR

TBZPROSHARES ULTRASHORT 3‐7 TSY

TECLDIREXION DAILY TECH BULL 3X

TECSDIREXION DAILY TECH BEAR 3X

TLLPROSHARES ULTRASHORT TELECOM

TMFDIREXION DLY 20+Y T BULL 3X

TMVDIREXION DLY 20+Y TR BEAR 3X

TNADIREXION DLY SM CAP BULL 3X

TPSPROSHARES ULTRASHORT TIPS

TQQQPROSHARES ULTRAPRO QQQ

TTTPROSHARES ULT ‐3X 20+ YR TSY

TVIXVELOCITYSHARES 2X VIX SH‐TRM

TVIZVELOCITYSHARES 2X VIX MED‐TM

TWMPROSHARES ULTRASHORT R2000

TWQPROSHARES ULTSHRT RUSS 3000

TYDDIREXION DLY 7‐10Y T BULL 3X

TYHDIREXION DAILY TECHNOLOGY BULL3X

TYODIREXION DLY 7‐10Y T BEAR 3X

2

TYPDIREXION DAILY TECHNOLOGY BEAR3X

TZADIREXION DLY SM CAP BEAR 3X

UBRPROSHARES ULTRA MSCI BRAZIL

UBTPROSHARES ULTRA 20+ YEAR TSY

UCCPROSHARES ULTRA CONS SERVICE

UCDPROSHARES ULTRA BLOOMBERG CO

UCOPROSHARES ULTRA BLOOMBERG CR

UDNTPOWERSHARES DB 3X SHRT USD

UDOWPROSHARES ULTRAPRO DOW30

UGAZVELOCITYSHARES 3X LG NAT GAS

UGEPROSHARES ULTRA CONSUM GOODS

UGLPROSHARES ULTRA GOLD

UGLDVELOCITYSHARES 3X LONG GOLD

UINFPROSHARES‐ULTRAPRO 10 YR TIP

UJBPROSHARES ULTRA HIGH YIELD

UKFPROSHARES ULTRA RUS 1000 GR

UKKPROSHARES ULTRA RUSS 2000 GR

UKWPROSHARES ULTRA RUSS MC GRWT

ULEPROSHARES ULTRA EURO

UMDDPROSHARES ULTRAPRO MIDCAP400

UMXPROSHARES ULTRA MSCI MEXICO

UPROPROSHARES ULTRAPRO S&P 500

UPVPROSHARES ULTRA FTSE EUROPE

UPWPROSHARES ULTRA UTILITIES

UREPROSHARES ULTRA REAL ESTATE

URRMARKET VECTORS DBLE LNG EURO

URTYPROSHARES ULTRAPRO RUSS2000

USDPROSHARES ULTRA SEMICONDUCT

USLVVELOCITYSHARES 3X LNG SILVER

USTPROSHARES ULTRA 7‐10 YEAR TR

UUPTPOWERSHARES DB 3X LNG USD

UVGPROSHARES ULTRA RUS 1000 VAL

UVTPROSHARES ULTRA RUSS2000 VAL

UVUPROSHARES ULTRA MID CAP VAL

UVXYPROSHARES ULTRA VIX ST FUTUR

UWCPROSHARES ULTRA RUSSELL 3000

UWMPROSHARES ULTRA RUSSELL2000

UWTIFVELOCITYSHARES 3X LONG CRUDE

UXIPROSHARES ULTRA INDUSTRIALS

UXJPROSHARES ULT MSCI PAC X‐JPN

UYGPROSHARES ULTRA FINANCIALS

UYMPROSHARES ULTRA BASIC MATERI

VZZIPATH LE SP500 VIX M/T FUTUR

2

VZZBIPATH LE SP500 VIX M/T FUTURES

WDRWDIREXION DLY REG BANKS BEAR 3X

XPPPROSHARES ULTRA FTSE CHINA50

YANGDIREXION DAILY FTSE CHINA BE

YCLPROSHARES ULTRA YEN

YCSPROSHARES ULTRASHORT YEN

YINNDIREXION DAILY FTSE CHINA BU

ZSLPROSHARES ULTRASHORT SILVER