General Principles of Conduct

Managers have the following responsibilities to their clients. Managers must:

1.Act in a professional and ethical manner at all times.

2.Act for the benefit of clients.

3.Act with independence and objectivity.

4.Act with skill, competence, and diligence.

5.Communicate with clients in a timely and accurate manner.

6.Uphold the applicable rules governing capital markets.

Asset Manager Code of Professional ConductA.Risk Management, Compliance, and Support Managers must:

1.Ensure that portfolio information provided to clients by the Manager is accurate and complete and arrange for independent third-party confirmation or review of such information.

2.Employ qualified staff and sufficient human and technological resources to thoroughly investigate, analyze, implement, and monitor investment decisions and actions.

3.Establish a business-continuity plan to address disaster recovery or periodic disruptions of the financial markets.

4.Establish a firmwide risk management process that identifies, measures, and manages the risk position of the Manager and its investments, including the sources, nature, and degree of risk exposure.

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B.Performance and Valuation Managers must:

Use fair-market prices to value client holdings and apply, in good faith, methods to determine the fair value of any securities for which no independent, third-party market quotation is readily available.

C.Disclosures Managers must:

Disclose the following:

a)Regulatory or disciplinary action taken against the Manager or its personnel related to professional conduct.

b)The investment process, including information regarding lock-up periods,strategies, risk factors, and use of derivatives and leverage.

c)Management fees and other investment costs charged to investors, including what costs are included in the fees and the methodologies for determining feesand costs.

d)The amount of any soft or bundled commissions, the goods and/or services received in return, and how those goods and/or services benefit the client.

e)Valuation methods used to make investment decisions and value client holdings.

f)Results of the review or audit of the fund or account.

g)Significant personnel or organizational changes that have occurred at the Manager.

h)Risk management processes.

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