schroderscode.htm - Generated by SEC Publisher for SEC Filing


CODE OF ETHICS

Scope and Purpose

This Code of Ethics (the “Code”) applies to:

·	All officers, directors and employees of Schroder Investment Management North America Limited
	(“SIM NA”)

·	All persons employed by any subsidiary of Schroders plc (“Schroders”) who are Access Persons
	(as defined below) of any US registered investment company managed by SIM NA or its affiliates
	(“Reportable Funds”)

Set forth below is the Code as required by Rule 204A-1 under the Investment Advisers Act of 1940
(the “Advisers Act”), Section 204A of, and, Rule 204-2(a)(12) under, the Advisers Act, Rule 17j-1
under the Investment Company Act of 1940 (the “Investment Company Act”),and Section 20A of the
Securities Exchange Act of 1934 (the “Exchange Act”). The Code applies to every officer, director
and employee (full and part-time) of SIM NA and Access Persons to any Reportable Fund, as such
term is defined below, employed by any subsidiary of Schroders.

The objective of the Code is to ensure that all business dealings and securities transactions
undertaken by employees, whether for clients or for personal purposes, are subject to the highest
ethical standards. Incorporated within the Code are (i) an Insider Trading Policy, and (ii) a Personal
Securities Transactions Policy, which contain procedures that must be followed by all personnel.

The Code contains additional restrictions and requirements for Access Persons (as defined below),
including all portfolio managers, investment analysts, traders, and those employees who, in
connection with their duties, are aware of securities under consideration for purchase or sale on
behalf of clients. Persons employed as dealers by affiliates of SIM NA who place trades on behalf of
SIM NA clients are also subject to this Code. Such persons will be notified in writing of their status.
These restrictions are designed to prevent any conflict or the appearance of any conflict of interest
between trading for their personal accounts and securities transactions initiated or recommended for
clients.


Statement of Policies

FIDUCIARY RESPONSIBILITY UNDER THE ADVISERS ACT

The basic precept of the Advisers Act is that an adviser has a fiduciary responsibility to its client.
While this fiduciary duty is not specifically set forth in the Advisers Act, the Supreme Court has
interpreted the Advisers Act’s anti-fraud provisions as including this duty. This obligation is meant to
eliminate conflicts of interest and potential conflicts of interest and to prevent an adviser from
exploiting its client's trust. Under this fiduciary obligation, an adviser must be careful to avoid any
conscious or subconscious rendering of advice or engage in any activity which is not in the best
interest of its client. By eliminating conflicts or potential conflicts of interest, or by fully disclosing such
conflict or potential conflict, it is anticipated that the adviser will be better able to provide disinterested
advice. Where the advice rendered is not disinterested, the fiduciary relationship may be breached,
even if the client suffers no loss.

It is SIM NA’s policy to support and encourage an environment where all employees are sensitive to
the obligations of the adviser and all clients are treated with the utmost consideration for what is in
their best interests. All communications with clients must be accurate and made in a timely manner.
All material information must be fully and clearly disclosed.


Compliance policies and procedures have been adopted by SIM NA in order to meet all legal
obligations to our clients, particularly those arising under the federal securities laws and ERISA.
Procedures have been instituted to mitigate or obviate actual or potential conflicts of interest. These
conflicts may arise in situations where client relationships may tempt preferential treatment, e.g.,
where account size or fee structure would make it more beneficial for the adviser to allocate certain
trades to a client. Conflicts of interest may also arise in connection with securities transactions by
employees of the adviser, especially those employees who are aware of actual transactions or client
holdings or transactions under consideration for clients. Portfolio managers are discouraged from
“portfolio pumping” and “window dressing,” two practices which would mislead investors as to a fund’s
performance or the stock selection ability of its managers.

SIM NA has adopted procedures that require: (i) disclosure of certain information to clients; (ii)
obtaining client consent; or (iii) prohibiting or restricting certain actions or activities.

SIM NA adheres to Group Compliance policies, including the Group Gifts and Entertainment Policy
that prohibits employees from giving or receiving gifts and entertainment that are excessive in nature.
We take steps to reasonably ensure that we do not offer, give, solicit or accept any gift if it is likely to
conflict to a material extent with any duty we owe to our clients or any duty which such recipient firm
owes to its customers.

Should an employee become aware of any conduct which the employee believes may constitute a
violation of this Code, the law, or any SIM NA policy, such employee must promptly report such
conduct to the UK Head of Compliance or the Chief Compliance Officer or their designee. All
information about potential or suspected violations reported to the UK Head of Compliance or the
Chief Compliance Officer will be investigated and the identity of the reporting person will be kept
confidential. SIM NA’s policy prohibits any retaliatory action against a reporting person, including
discharge, demotion, suspension, threats or harassment.


Statement of Policies

(a)	Confidentiality

	Personnel are expected to honour the confidential nature of company and client affairs.
	Information designated as confidential should not be communicated outside of Schroders
	other than to advisers consulted on a confidential basis, and should only be communicated
	within Schroders on a “need to know” basis or as otherwise authorised by management in
	conformity with the Code.

	Personnel must also avoid making unnecessary disclosure of any internal information
	concerning Schroders and its business relationships and must use such information in a
	prudent and proper manner in the best interests of Schroders and its clients.

(b)	Level of Care

	Personnel are expected to represent the interests of Schroders and its clients in an ethical
	manner and to exercise due skill, care, prudence and diligence in all business dealings. This
	includes, but is not limited to, compliance with all applicable regulations and laws, and
	avoidance of illegal activities and other conduct specifically prohibited to its personnel by the
	respective policies of any of Schroder Group companies in relation to which a person is a
	director, officer or employee.


(c)	Fiduciary Duties

	All personnel have fiduciary duties:

	(i)	at all times to place the interests of their clients before their own and not to take
		inappropriate advantage of their position; and
	(ii)	to conduct themselves in a manner which will avoid any actual or potential conflict of
		interest or any abuse of a position of trust and responsibility.

(d)	Requirements

	(i)	All supervised persons, to wit, all officers, directors and employees of SIM NA who are
		subject to the supervision and control of SIM NA, are required to comply with all federal
		securities laws applicable to SIM NA’s business.
	(ii)	Personnel are required to comply with the Insider Trading Policy and Personal
		Securities Transactions Policy incorporated herein.

Personnel are prohibited from serving on the board of directors of any publicly listed or traded
company or of any company whose securities are held in any client portfolio, except with the prior
authorisation of the Chairman or Chief Executive of SIM NA or, in their absence, the UK Head of
Compliance or the Chief Compliance Officer. Such authorisation will be based upon a determination
that the board service would be consistent with the interests of Schroders’ clients. If permission to
serve as a director is given, the company will be placed permanently on the Stop List. Transactions in
that company’s securities for client and personal securities accounts will only be authorised when
certification has been obtained from that company’s Secretary or similar officer that its directors are
not in possession of material price sensitive information with respect to its securities.


Human Resources Department and Compliance Responsibilities

Human Resources Department is responsible for ensuring that a copy of the Code is delivered to all
persons at the time of the commencement of their employment with any appropriate Schroders
company. As a condition of continuing employment, each employee is required to acknowledge in
writing receipt of a copy of the Code and that he or she has understood the obligations and
responsibilities thereunder and on an annual basis to certify compliance with it on the form provided.

US Compliance Department, with the assistance of Group Compliance, is responsible for maintaining
the records and filings required under the Code and making appropriate reports to the Boards of all
funds managed by a SIM NA in compliance with Rule 17j-1 under the Investment Company Act.

All questions about an individual’s responsibilities and obligations under the Code of Ethics should be
referred to the UK Head of Compliance or the Chief Compliance Officer or their designee.

(i) INSIDER TRADING POLICY

The Scope and Purpose of the Policy

It is a violation of United States federal law and a serious breach of Schroders’ policies for any

employee to trade in, or recommend trading in, the securities of a company, either for his/her personal

gain or on behalf of the firm or its clients or to a third party, while in possession of material, non-public

information (“inside information”) which may come into his/her possession either in the course of

performing his/her duties, or through personal contacts. Such violations could subject you, Schroders,

and our parent organisations, to significant civil as well as criminal liability, including the imposition of

monetary penalties, and could also result in irreparable harm to the reputation of Schroders. Tippees

(i.e., persons who receive material, non-public information) also may be held liable if they trade or pass

along such information to others.

Further, it is a violation of anti-fraud provisions of the Advisers Act for employees who are or become

aware of transactions being considered for clients or are aware of the portfolio holdings in the reportable

funds to which SIM NA (or an affiliate) acts an adviser to disclose such information to a party who has

“no need to know” or to trade on such information for personal gain by, among other things, front-

running or market timing.

The US Insider Trading and Securities Fraud Enforcement Act of 1988 (“ITSFEA”) requires all broker-

dealers and investment advisers to establish and enforce written policies and procedures reasonably

designed to prevent misuse of material, non-public information. Although ITSFEA itself does not

define “insider trading”, the US Supreme Court has previously characterised it as the purchase or sale

of securities (which include debt instruments and put and call options) while in possession of

information which is both material and non-public, i.e., information not available to the general public

about the securities or related securities, the issuer and in some cases the markets for the securities.

The provisions of ITSFEA apply both to trading while in possession of such information and to

communicating such information to others who might trade on it improperly.

Materiality

Inside information is generally understood as material information about an issuer of publicly-traded

securities that has not been made known to either the professional investment community or to the

public at large. Inside information is material if it would be likely to have an effect on the price of the

issuer’s securities or if a reasonable investor would be likely to consider it important in making his/her

investment decision. Such information usually originates from the issuer itself and could include,

among other things, knowledge of a company’s earnings or dividends, a significant change in the

value of assets, changes in key personnel or plans for a merger or acquisition.

For example, a portfolio manager or analyst may receive information about an issuer’s earnings or a

new product in a private communication with the issuer. Such information is usually considered

material and is generally inside information because it has not been effectively disseminated to the

public at large. As a general rule, any information received from an issuer that has not been made

public in a press release or a public filing will be considered inside information. Upon learning the

information, the employee may not purchase or sell securities of the issuer for him/herself or for any

account under management until the information is effectively disseminated to the public.

If an employee has received information regarding an issuer and he/she believes that the information

given has not been given in breach of fiduciary duties, then that person may retain and act upon the

information.

Market information that emanates from outside the corporation but affects the market price of an

issuer’s securities can also be inside information. For example, inside information can also originate

within Schroders itself. This would include knowledge of activities or plans of an affiliate, or

knowledge of securities transactions that are being considered or executed by SIM NA itself on behalf

of clients. Inside information can also be obtained from knowledge about a client that an employee

has discovered in his/her dealings with that client. Inside information pertaining to a particular issuer

could also involve information about another company that has a material relationship to the issuer,

such as a major supplier’s decision to increase its prices. Moreover, non-public information relating to

portfolio holdings in a Reportable Fund can be used to market-time or engage in other activities that

are detrimental to the Reporting Fund and its shareholders.

In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell securities while in

possession of material information relating to a tender offer, if the person buying or selling the

securities knows or has reason to know that the information is non-public and has been acquired,

directly or indirectly from the person making or planning to make the tender offer, from the target

company, or from any officer, director, partner or employee or other person acting on behalf of either

the bidder or the target company. This rule prohibits not only trading, but also the communication of

material, non-public information relating to a tender offer to another person in circumstances under

which it is reasonably foreseeable that the communication will result in a trade by someone in

possession of the material, non-public information.


Procedures and Responsibilities of Employees

If you have any reason to suspect that information you hold on a company may be inside
information, you should ensure that the company is immediately placed on the Stop List. To
request that a company is placed on the Stop List, you should use the dedicated e-mail
address “+SI – SIM Stop List”. A similar notification should be sent to remove the security
from the Stop List as soon as the information you hold ceases to be of an ‘inside’ nature. It is
important that you do not deal in the securities of the company concerned. Additionally, you
should not pass on the information to anyone else except where this is a necessary part of
your duties and you are satisfied that the other person understands the sensitive nature of the
information and its consequences. If you have any questions or you are unsure whether the
information you hold is of an inside nature, please contact Group Compliance.

Personnel who are aware of the portfolio holdings in Reportable Funds because of their
responsibilities within SIM NA are precluded from disclosing such information to others within SIM NA
and Schroders who do not have a “need to know.”


Personnel who are aware of the portfolio holdings in Reportable Funds because of their
responsibilities within SIM NA are precluded from disclosing such information to others outside of SIM
NA or Schroders except as required to fulfill their work-related responsibilities. Disclosure of the
portfolio holdings of Reportable Funds shall only be made in compliance with such Funds’ portfolio
holdings disclosure policy.


Penalties

Penalties for trading on or communicating material, non-public information are severe, both for the
individuals involved in such unlawful conduct and their employers. Under US law, a person can be
subject to some or all of the penalties below, even if s/he does not personally benefit from the
violation. Penalties include:

1)	civil injunctions;

2)	disgorgement of profits;

3)	treble damages – fines for the access person who committed the violation, of up to 3 times the
	profit gained or loss avoided, whether or not the person actually benefited;

4)	fines for the employer or other controlling person of up to the greater of $1,000,000, or 3 times
	the profit gained or loss avoided; and

5)	jail sentences.

Special Provisions for Trading in the Securities of Schroders plc

Special restrictions apply to dealing in the securities of Schroders plc because staff, by virtue of their
employment, may be deemed to have Inside Information:

1.	Securities of Schroders plc should not be purchased for any client account without the
	permission of that client, and then only if permitted by applicable law.


(ii) PERSONAL SECURITIES TRANSACTIONS
POLICY


INTRODUCTION

All employees of SIM NA and designated Access Persons of its affiliates are subject to the restrictions
contained in this Personal Securities Transactions Policy with respect to their securities transactions.

The Personal Securities Transactions (“PST”) Policy consists of:
a.	The Group Personal Account Dealing Policy,
b.	Additional Requirements.


a. THE GROUP PERSONAL ACCOUNT DEALING POLICY

Please refer to Appendix 1 for the Group Personal Account Dealing Policy. Access Persons defined
below will, therefore, fall into the categories of *High Risk* or *Ordinary Risk* staff as described in the
Group Personal Account Dealing Policy for the purposes of that policy.


b. ADDITIONAL REQUIREMENTS

This section includes the following:
·	definitions of persons covered by this PST Policy,
·	securities covered by this PST Policy (“Covered Securities”),
·	accounts covered by this PST Policy (“Covered Accounts”),
·	further information on pre-clearance, including Initial Public Offerings (“IPOs”) and limited
	offerings,
·	all other Access Persons,
·	reports required by this PST Policy and
·	compliance with this PST Policy.

Definitions of persons covered by this PST Policy

Access Person means any director or officer of SIM NA, and any employee who is an Advisory
Person or any employee who has access to nonpublic information regarding any clients’ purchase
or sale of securities or nonpublic information regarding the portfolio holdings of any Reportable
Fund.

Advisory Person is any employee of SIM NA or its affiliates who, in connection with his/her regular
functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a
Covered Security (as defined below) on behalf of any US advisory client managed by SIM NA or
information regarding securities under consideration for purchase or sale on behalf of such clients or
whose functions relate to the making of any recommendations with respect to such purchases or
sales.

Securities covered by this PST Policy (“Covered Securities”)

Securities, such as stocks, bonds and options, are covered by this PST Policy. The same limitations
pertain to transactions in a security related to a Covered Security, such as an option to purchase or
sell a Covered Security and any security convertible into or exchangeable for a Covered Security.


Shares of any UK authorised unit trust, recognised funds and OEICS and any debt security
directly guaranteed by any OECD member Government are Covered Securities. However, their
purchase and sale do not have to be pre-cleared but transactions and holdings, as
appropriate, must be reported.

*The reports (i.e. Initial Declaration, Quarterly Reports and Annual Reports) required by this*
*PST Policy which are additional to those required within the Group Personal Account Dealing*
*Policy do not need to include:*

·	shares or units in any open-end US registered investment company (mutual fund or unit
	investment trust), ie: including US Exchange Traded Funds (“ETFs”), SPDRs, etc., other than
	Reportable Funds
·	shares issued by money market funds
·	spot and forward foreign exchange
·	physical commodity
·	shares issued by unit investment trusts that are invested exclusively in one or more open-end
	funds, none of which are Reportable Funds
·	securities which are direct obligations of the U.S. Government (i.e., Treasuries)
·	bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and
	other high quality short-term debt instruments¹

Accounts covered by this PST Policy (“Covered Accounts”)

An account covered by this PST Policy is an account in which Covered Securities are owned by you
or an account in which you own a beneficial interest (except where you have no influence or control).
This includes all accounts that hold direct investments in securities irrespective of the account’s
purpose, eg single company PEP/ISA, discretionary managed account, etc. Under the PST Policy,
accounts held by your spouse (including his/her retirement accounts), minor children and other
members of your immediate family (children, stepchildren, grandchildren, parents, step parents,
grandparents, siblings, in-laws and adoptive relationships) who share your household are also
considered your accounts. In addition, accounts maintained by your domestic partner (an unrelated
adult with whom you share your home and contribute to each other’s support) are considered your
accounts under this PST Policy.

If you are in any doubt as to whether an account falls within this definition of Covered
Account, please see Group Compliance. Further, if you believe that there is a reason that you
are unable to comply with the PST Policy, for example, your spouse works for another
regulated firm, you may seek a waiver from Group Compliance.

Further information on pre-clearance, including Initial Public Offerings (“IPOs”) and limited
offerings

All London-based personnel are required to comply with the requirements of the Group Personal
Account Dealing Policy, in Appendix 1.

US Regulations under the Company Act of 1940 (Rule 17j-1(e)) and under the Advisers Act of 1940
(204A-1) require Access Persons to obtain approval before they directly or indirectly acquire
beneficial ownership in any security in an IPO or in a limited offering.




¹High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is rated in
one of the highest two rating categories by a Nationally Recognised Statistical Rating Organisation, or which is unrated but is of comparable
quality.


Thus, if you and your Connected Persons wish to purchase an IPO or a security in a limited
offering (i.e. private placement), you must obtain the normal pre-clearance(s) under the Group
Personal Account Dealing Policy.

If an Access Person fails to pre-clear a transaction in accordance with the Group Personal
Account Dealing Policy, s/he may be monetarily penalised by disgorgement of profits or
avoidance of loss. Violations of this PST Policy will result in reprimands and could also affect
the person’s employment at Schroders.

All other Access Persons

All other persons who are deemed Access Persons, wherever geographically situated, are subject to
their local policies and procedures relating to personal securities transactions. Records of such
Access Persons’ personal transactions will be maintained in accordance with Rule 204-2(a)(12) under
the Advisers Act and made available to representatives of the US Securities and Exchange
Commission upon request.

Reports required by this PST Policy

All Access Persons are required to report their transactions in Covered Securities, which SIM NA
must review, as follows:

Reports of Each Transaction in a Covered Security

· Access Persons are required to report to Group Compliance the following information for each
transaction in a Covered Security:

§	name of security
§	exchange ticker symbol or CUSIP
§	nature of transaction (purchase, sale, etc.)
§	number of shares/units or principal amount
§	price of transaction
§	date of trade
§	name of broker
§	the date the Access Person submitted the report

The reporting obligation may be discharged by brokers/agents sending copies of contract
notes/confirmations for all transactions to Group Compliance. If direct confirmations cannot be
provided by brokers/agents, the member of staff must provide copies within five days of a transaction.

Initial Declaration

No later than 10 days after being advised that they are subject to the Code, each Access Person must
provide Group Compliance with a list of each Covered Security s/he owns (as defined above). The
information provided, which must be current as of a date no more than 45 days prior to the date such
person became an Access Person, must include the title of the security, exchange ticker symbol or
CUSIP, number of shares owned (for equities), and principal amount (for debt securities). The Access
Person must also provide information, which must include the name of the broker, dealer or bank with
whom the employee maintains an account in which any securities are held for the direct or indirect
benefit of the employee (“Covered Accounts”). The report must be signed (or emailed) by the
employee and the date of submission noted thereon.

Quarterly Reports

· No later than 30 days after the end of each calendar quarter, each Access Person must provide

Group Compliance with a report of all transactions in Covered Securities in the quarter, including

the name of the Covered Security, the exchange ticker symbol or CUSIP, the number of shares

and principal amount, whether it was a buy or sell, the price and the name of the broker through

whom effected. Report of any new Covered Accounts established during the quarter, including the

name of the broker/dealer and the date the Covered Account was established, must also be

made. The report must be signed (or emailed) by the employee and the date of submission noted

thereon.

Transactions in shares of the Schroder Funds and Reportable Funds must be reported.

Annual Reports

· Within 45 days after the end of the calendar year, each Access Person must report all his/her

holdings in Covered Securities as at December 31, including the title, the exchange ticker symbol

or CUSIP, number of shares and principal amount of each Covered Security the employee owns

(as defined above) and the names of all Covered Accounts. The report must be signed (or

emailed) by the employee and the date of submission noted thereon.

The information on personal securities transactions received and recorded will be deemed to satisfy

the obligations contained in Rule 204A-1 under the Advisers Act and Rule17j-1 under the Investment

Company Act. Such reports may, where appropriate, contain a statement to the effect that the

reporting of the transaction is not to be construed as an admission that the person has any direct or

indirect beneficial interest or ownership in the security.

Compliance with this PST Policy

Self-Reporting of Violations

Access Persons have an obligation to review their own trading to ensure that they have acted in

compliance with the provision of this Code. To the extent that an employee determines that she or he

has executed a transaction not in compliance with this Code, that employee has an obligation to

report the violation to the UK Head of Compliance or the Chief Compliance Officer.


Administration of the Code

At least annually, the UK Head of Compliance or Chief Compliance Officer (or their designees) will
furnish the US Chief Compliance Officer in New York, with sufficient information to enable a report to
be prepared for issue to the board of the Schroder Funds and any other US registered investment
companies to which SIM NA acts as adviser or sub-adviser. The written report should:

i)	Describe any issues arising under the Code or this Policy since the last report to the board,
	including, but not limited to, information about material violations of the Code or this Policy and
	sanctions imposed in response to the material violations; and
ii)	Certify that SIM NA has adopted procedures reasonably necessary to prevent Access Persons
	from violating the Code or this Policy.

Adopted:		October 1, 1995
Amended:		May 15, 1996
		May 1, 1997
		June 12, 1998
		June 2, 1999
		March 14, 2000
		August 14, 2001
		July 25, 2003
		December 9, 2003
		January 26, 2005
		July 15, 2010


Contents




1.	Policy Overview········································································································································· 3
	1.1	Introduction ······················································································································ 3
	1.2	Scope································································································································ 3
	1.3	Policy Owner ····················································································································· 3
2.	Group PA dealing rules···························································································································· 4
	2.1	Governing principles········································································································· 4
	2.2	Risk levels of Staff············································································································ 5
	2.3	Stop List ··························································································································· 5
	2.4	Members of investment teams and Dealers, dealing around client orders ························ 5
	2.5	Pre-clearance for Financial Instruments other than Schroders plc Shares and Schroder
	Investment Trusts······················································································································· 5
	2.6	Pre-clearance for Schroders plc Shares and Schroder Investment Trusts ························ 6
	2.7	Holding period ·················································································································· 7
	2.8	Post trade confirmations··································································································· 7
	2.9	Non-compliance with the PA dealing rules········································································ 7
3.	Permissible investments·························································································································· 9
4.	Local policies···········································································································································11
5.	PA Dealing Rules maintenance·············································································································12


1.	Policy Overview

1.1 Introduction
This document records the Group personal account dealing policy (“PA dealing rules”) for
financial instruments. It is applicable to the Group’s employees and contractors and the in-
house staff of outsourced service providers (“Staff”). It aims to ensure that Staff comply with
regulations on the prevention of market abuse and avoid conflicts of interest that could
materialise if, for example, a personal dealing transaction is undertaken ahead of a client
order and/or a pending or planned material order by Schroders.

1.2 Scope
The PA dealing rules apply to all Staff and to their Connected Persons. “Connected Persons” are
individuals the Staff member advises or exerts influence over. This includes, for example, spouses,
partners, minor and other dependent children/stepchildren and may include trusts of which a member
of Staff is a beneficiary and/or a trustee or an adviser. If you are in any doubt as to whether an
individual or entity is a Connected Person of yours, please discuss this with Compliance.

All personal trades, irrespective of amount, need to be pre-cleared through Compliance against
Schroders’ Stop List. Members of investment teams (portfolio managers, analysts and fund manager
assistants) and Dealers are prohibited from buying or selling financial instruments, excluding
Schroder funds, seven calendar days before or after a client transaction. In addition, for all
transactions that exceed £20,000 or equivalent, all staff members are required to obtain e-mailed pre-
clearance during local office hours from the Compliance function, which will co-ordinate the internal
approval request process with the the Dealers and, as appropriate, Asset Class Head. Pre-clearance
requests from Ordinary Risk Staff will only be checked with the Dealers as well as against the Stop
List. Requests from High Risk Staff will be checked with the Dealers and the Asset Class Head as
well as against the Stop List. Assets specified in section 3 of the PA dealing rules should be held for a
minimum of 30 calendar days and open-ended funds cannot be traded frequently. Government/supra-
national bonds, open-ended funds, money market funds, as well as spot and forward foreign
exchange transactions and transactions in physical commodities are exempted from any pre-
clearance. All trades are subject to the Governing Principles in 2.1 below.

In some countries and/or for some individuals, national laws and regulations may require additional
procedures and/or impose further restrictions to be complied with locally. In such circumstances, a
supplemental policy will be issued.

Derogations from the PA dealing rules can be agreed with the Global Head of Compliance in
appropriate circumstances: for example, in respect of blind trusts. He will document all exceptions in
writing. Derogations can be ongoing or limited to specific transactions.


1.3 Policy Owner

Name:	Marco Zwick
Function:	Global Head of Compliance
Department:	Compliance
Telephone:	+44 20 7658 6462
	+352 341 342 291
Email:	Marco.Zwick@schroders.com


2.	Group PA dealing rules

2.1	Governing principles

As a global financial services firm managing investments for our clients we are required
under various international financial services regulations (e.g. Article 12 of the EU MiFID
Implementing Directive, the US Investment Advisers Act Rule 204A-1) to establish,
implement and maintain adequate arrangements aimed to prevent Staff from entering
into personal transactions or recommending others to transact that could amount to
market abuse, criminal activity and/or breach of fiduciary duty. This includes transactions
which:

·	are based on inside information; and/or
·	involve the misuse or improper disclosure of confidential information; and/or
·	conflict with or are likely to conflict with an obligation of Schroders to a customer.

Accordingly, all Staff must ensure when undertaking personal transactions that they do
not:

·	deal on inside information;
·	utilise knowledge of client trading for their own benefit;
·	undertake transactions that would conflict with any of Schroders’ clients;
·	participate in frequent trading which may interfere with their ability to discharge
	their employment responsibilities and/or conflict with the prohibition of frequent
	trading of open-ended mutual funds, as defined in the relevant fund related
	documentation;
·	make investments that could create open ended liabilities, including but not
	limited to short selling where an appropriate stop-loss mechanism is not in place.

These principles also apply to Staff joining or leaving Schroders with regard to any
knowledge of confidential information they may have acquired prior to joining Schroders
or during their time with Schroders. In addition to the prohibitions described above, all
Staff have the following obligations:
·	review and understand the provisions of the PA dealing rules applicable to them
	on the Group and local level;
·	obtain all pre-clearance required as a pre-requisite under the PA dealing rules
	before initiating any transaction;
·	provide to persons involved in the pre-clearance process all relevant information
	on the proposed transaction and details on the Staff member, including name
	and position in which the person is working;
·	report immediately to Compliance any breach of the PA dealing rules as soon as
	the Staff member learns that a transaction may have breached those rules.

Additionally, trading in some financial instruments is prohibited. Permissible and
prohibited investments are set out in the table in section 3 below.


2.2	Risk levels of Staff
Staff in *High Risk* positions may have access to inside information and/or to client
trades information and/or may undertake roles that may create a conflict of interest.
Staff in the following areas or positions are in High Risk positions:

·	GMC members
·	Members of internal control functions having access to pre-trade information:
	Compliance and Operational Risk team (Investment)
·	Members of investment teams: portfolio managers, analysts and fund manager
	assistants
·	Members of Dealing desks (Equity and Fixed Income) (the “Dealers”)
·	Members of the Structured Solutions team
·	Members of the Transitions team

All other positions that have no access to inside information and/or to client trades
information are *Ordinary Risk* positions.


2.3	Stop List

Schroders maintains a “Stop List” of financial instruments that cannot be purchased/sold,
normally because an employee of the Group is in possession of potentially price-
sensitive confidential information. Dealing in financial instruments that are on the Stop
List is prohibited. The local Compliance function for the Staff member initiating the trade
must make provision for checking all trades against the Stop List. Unless otherwise
provided in the pre-clearance issued for particular trades, clearances will be valid until
the end of the business day following the approval and PA dealing may only take place
in that time frame. For the avoidance of doubt, this applies to all proposed personal
dealing transactions, irrespective of the size of the transactions.

2.4	Members of investment teams and Dealers, dealing around client
orders

Members of investment teams (portfolio managers, analysts and fund manager
assistants) and Dealers are prohibited from buying or selling financial instruments,
excluding Schroder funds, seven calendar days before or after a client transaction.

If they are unsure about a situation or wish to discuss a potential transaction, they
should contact Compliance for advice.

2.5	Pre-clearance for Financial Instruments other than Schroders plc
Shares and Schroder Investment Trusts


In general, Small Transactions are unlikely to conflict with transactions undertaken on
behalf of clients. In the absence of a local legal or regulatory requirement or market
practice that would then be reflected in the respective supplemental policy, a Small
Transaction is a transaction in any one financial instrument in respect of Staff and/or
any Connected Person over a rolling 30 calendar day period with an individual or

collective consideration equal to or less than £20,000 or local currency equivalent (or, in

the case of derivatives, the value of the underlying instrument or notional, not delta

adjusted). Note that the £20,000 limit includes all transactions entered into by a member

of staff and their Connected Persons.

All transactions that are not Small Transactions i.e. are over £20,000 or equivalent, are

deemed to be Large Transactions.


	Stop List	Client trading (pending	Pending or planned
		clients orders with the	material orders (with the
		Dealers)	Asset Class Head)

Ordinary Risk Staff	Pre-clearance by local	Pre-clearance	Not applicable
	Compliance (for all	coordination by local
	Transactions)	Compliance (for Large
		Transactions only)

High Risk Staff	Pre-clearance by local	Pre-clearance coordination by local Compliance (for
	Compliance (for all	Large Transactions only)
	Transactions)


All Staff are required to obtain e-mailed pre-clearance during local office hours from their
local Compliance function. Permission for Large Transactions will not be granted ahead
of a client order waiting to be executed. In addition, for transactions for High Risk Staff,
the Asset Class Head will ensure that permission to deal is not granted ahead of a
pending or planned material order. The Compliance function in the office in which the
request was made will co-ordinate the internal pre-clearance process with other
Schroders offices, where needed.

Email confirmations will provide or deny clearances. No reasons for denial of clearance
will be given. After pre-clearance has been received from Compliance, it will be valid
until the end of the following business day, unless otherwise stated, and PA dealing may
only take place in that timeframe. All transactions, large or small, are subject to
compliance with the governing principles in section 2.1. Please refer to section 2.7 for
the holding period of financial instruments.

Please also see section 3 for the application of the rules to different investment types.


2.6	Pre-clearance for Schroders plc Shares and Schroder Investment
Trusts
For all transactions in Schroders plc shares, irrespective of size, pre-clearance is
required from the Group Company Secretary in accordance with the “Schroders’ Code of
Practice for Staff Dealing in Schroders plc Securities”. Link to Code of Practice for Staff
Dealing in Schroders plc Securities

In the case of directors of Schroders plc, clearance is also required from the Chairman of
the Company (which will normally be obtained via the Company Secretary). Email
confirmations will provide or deny clearances.

For Small and Large Transactions in investment trusts that are managed by Schroders,
pre-clearance is required from the Investment Trust Company Secretary who can be
contacted on [John.Spedding@schroders.com]. Email confirmations will provide or deny
clearances.


2.7	Holding period
Schroders discourages short-term trading which can conflict with employment duties and
prohibits frequent trading of open-ended mutual funds, as defined in the relevant
documentation. Consequently, assets specified in the table in section 3 should be held
for a minimum of 30 calendar days and open ended funds cannot be traded frequently.
Closing out loss-making positions for that purpose is, however, allowed within the period
of 30 calendar days. Permission may be given by Compliance to close out profit-making
positions within the holding period on an exceptional basis.


2.8	Post trade confirmations
All Staff are required to provide their local Compliance function with post trade
notification of all transactions, including those under the de minimis threshold, by means
of an independent confirmation such as copies of broker notes or account statements.

All Staff should, if possible, arrange for all their post trade confirmations to be forwarded
to Compliance directly by their brokers/agents. Pro forma letters to brokers are available
from Compliance. If direct confirmations cannot be provided by brokers/agents, the
member of staff must provide copies within five days of a transaction.


2.9	Non-compliance with the PA dealing rules
In the event that any Staff are found to have breached the PA dealing rules, Schroders
reserves the right to insist that the Staff closes out any position and pays any profits
made to charity. Schroders further reserves the right to take further sanctions against the
Staff up to and including dismissal, or removal in the case of the in-house staff of
outsourced service providers.


4.	Local policies

Additional policies apply in respect of:

·	Australia
·	Brazil
·	Hong Kong
·	Japan
·	Korea
·	Luxembourg
·	Mexico
·	Singapore
·	Switzerland
·	Taiwan
·	United States of America
·	UK staff subject to US Code of Ethics


2.	Personal securities transactions in the securities of Schroders plc are subject to blackout
	periods and other restrictions which are outlined in the Group Personal Account Dealing
	Policy.