Sands Capital Management, LLC

Code of Ethics

(Amended March 2017)

Sands Capital Management Code of Ethics

Table of Contents

			Page
I.	DEFINITIONS			1
II.	STATEMENT OF GENERAL PRINCIPLES			3
III.	DUTY OF CONFIDENTIALITY			3
IV.	DISQUALIFIED PERSONS			4
V.	PROHIBITED TRANSACTIONS AND CONDUCT			4
	A.	Fraudulent Purchases or Sales		4
	B.	Initial Public Offerings and Limited Offerings		5
	C.	Options and Short Sales		5
	D.	Blackout Periods		5
	E.	Securities Pre-Clearance		5
	F.	Prohibition on Short-Term Trading Profits		6
	G.	Investment Clubs		6
	H.	Exempt Transactions		6
	I.	Hardship Exemptions		6
	J.	Directorships		7
	K.	Sands Capital Ventures Investments		7
VI.	REPORTING AND CERTIFICATION REQUIREMENTS			7
	A.	Duplicate Brokerage Statements		7
	B.	Initial Holdings Report		7
	C.	Annual Holdings Reports		8
	D.	Quarterly Transaction Reports		8
	E.	Exceptions to Reporting Requirements		9
	F.	Annual Certifications		10
	G.	Reporting of Code Violations		10
VII.	GIFTS & ENTERTAINMENT			10
	A.	General Guidance on Gifts and Entertainment		10
	B.	Additional Guidance on Gifts and Entertainment		11
	C.	Reporting of Gifts & Entertainment		12
	D.	Exceptions		12
VIII.	REPORTS TO FUND CLIENTS			13
IX.	SANCTIONS			13
X.	OTHER DISCLAIMERS			13
XI.	RECORDS			13

CODE OF ETHICS

This Code of Ethics (this “Code”) is adopted by Sands Capital Management, LLC (“Sands Capital”) pursuant to Section 204A of the Investment Advisers Act of 1940, as amended, and Rule 204A-1 thereunder, and Section 17(j) of the Investment Company Act of 1940, as amended, and Rule 17j-1 thereunder, to: (1) set forth standards of conduct, including compliance with the federal securities laws; (2) require reporting of personal securities transactions, including transactions in mutual funds advised and sub-advised by Sands Capital; and (3) require prompt reporting of violations of this Code.

This Code is applicable to supervised persons (as defined below) of Sands Capital, and to activities within and outside of their duties at Sands Capital. Each Supervised Person is required to read this Code carefully, sign and return to the Compliance Team the accompanying acknowledgement, and retain a copy of this Code in a readily accessible place for reference.

The Compliance Team will notify access persons (as defined below) of their reporting obligations under this Code. Any questions regarding this Code should be directed to the Chief Compliance Officer, a member of the Compliance Team or the General Counsel.

I. DEFINITIONS

“Access person” means (i) any supervised person who has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; and (ii) any advisory person (as defined below). For this purpose, all supervised persons are presumed to be access persons.

“Accredited investor” in the context of a natural person, includes anyone who earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonable expects the same for the current year, or has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence).

“Advisers Act” means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder by the U.S. Securities and Exchange Commission.

“Advisory person” means (i) any employee who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of covered securities by a Reportable Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to Sands Capital who obtains information concerning recommendations made to a Reportable Fund with regard to the purchase or sale of covered securities by the Reportable Fund.

“Automatic investment plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

“Beneficial ownership” is interpreted in a manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. (See Attachment A for more information about beneficial ownership.)

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“Chief Compliance Officer” means the individual (or his or her designee) designated by Sands Capital as having the authority and responsibilities set forth in this Code; provided, however, that if that individual proposes to engage in any conduct or transaction requiring approval or other action by the Chief Compliance Officer, the approval shall be granted or other action shall be taken by such other individual as Sands Capital shall designate.

“Conflicts of Interest Board” means senior executives of Sands Capital or its affiliates that will assess and make recommendations with respect to certain conflicts of interest and related policies and procedures that are applicable to Sands Capital and/or its affiliates.

“Control” has the meaning set forth in Section 2(a)(9) of the Investment Company Act. Section 2(a)(9) provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with the company. Ownership of more than 25% of a company’s outstanding voting securities is presumed to give the holder control over the company. The facts and circumstances of a given situation may counter this presumption.

“Covered security” means a security as defined in Section 202(a)(18) of the Advisers Act or Section 2(a)(36) of the Investment Company Act, and includes notes, bonds, stocks, convertible securities, preferred stock, options on securities, futures on broad-based market indices, exchange-traded Funds (ETFs), warrants and rights, and shares of closed-end Funds and Reportable Funds, but does not include direct obligations of the United States Government, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and shares issued by money market and other open-end (mutual) Funds.

“Federal securities laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, and any rules adopted by the U.S. Securities and Exchange Commission under any of those statutes, the Bank Secrecy Act as it applies to registered investment advisers and investment companies, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the Department of the Treasury.

“Fund” means an investment company registered under the Investment Company Act.

“General Counsel” means the Chief Legal Officer of Sands Capital or his or her delegate.

“Initial public offering” means an initial public offering of securities, including any securities registered under the Securities Act of 1933.

“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder by the U.S. Securities and Exchange Commission.

“Limited offering” means any offering of securities that is not a public offering, including any offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933.

“Public company” means any company whose securities are listed for trading on a public market, including those companies subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

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“Purchase or sale of a security” includes, among other things, the writing of an option to purchase or sell a security.

“Reportable Fund” means any Fund, or separate investment portfolio of such Fund, for which Sands Capital serves as an investment adviser as defined in Section 2(a)(20) of the Investment Company Act. A list of Reportable Funds can be found on the intranet.

“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or staff member of Sands Capital, or other person who provides investment advice on behalf of Sands Capital and is subject to the supervision and control of Sands Capital.

II. STATEMENT OF GENERAL PRINCIPLES

Sands Capital and the Supervised Persons owe fiduciary duties to Sands Capital’s clients. As fiduciaries, Sands Capital and the Supervised Persons stand in a special relationship of trust, confidence, and responsibility with Sands Capital’s clients. Accordingly, Supervised Persons must avoid activities, interests and relationships that might interfere, or appear to interfere, with acting in the best interests of clients. Supervised Persons must, at all times, observe the following general fiduciary principles:

1. in the course of fulfilling your duties and responsibilities to clients, you must place the interests of clients first;

2. you must conduct your personal securities transactions in compliance with this Code and in a manner that avoids any actual or potential conflict of interest or any abuse of your position of trust and responsibility; and

3. you must not take inappropriate advantage of your position.

Supervised Persons must comply with applicable federal securities laws and adhere to these general principles and the specific provisions of this Code. Supervised Persons may be held personally liable for any improper or illegal act. “Ignorance of the law” is not a defense. Technical compliance with this Code will not insulate a Supervised Person from scrutiny where his or her activities violate fiduciary duties owed to Sands Capital’s clients. Conversely, a technical breach of this Code may not necessarily cause harm to Sands Capital or its clients and may require subjective analysis by the Compliance Team in order to determine impact and consequences.

III. DUTY OF CONFIDENTIALITY

Supervised Persons may not disclose confidential information (as described below) to any person unless (i) the recipient has a clear and compelling need to know such information, and (ii) such disclosure does not violate applicable law or any contractual covenant. Confidential information includes any nonpublic information obtained in the course of their duties at Sands Capital, including:

1. information of or regarding Sands Capital’s (or its affiliate’s) clients or prospective clients, including personal identifying information, such as name, address, Social Security Number or Tax Identification Number, and account information, such as recent or impending securities transactions by or on behalf of clients, account numbers and balances;

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2. information on Sands Capital’s personnel, including pay, benefits, position level and performance ratings; and

3. information on the business of Sands Capital and its affiliates, including investment strategies, technologies and business activities.

IV. DISQUALIFIED PERSONS

Section 9 of the Investment Company Act prohibits persons who have committed various acts from serving in certain capacities with respect to mutual funds. Under Section 9(a), an “ineligible person” generally cannot serve as an employee, officer, trustee, member of advisory board, investment adviser, or principal underwriter of a Fund (each a “Fund Position”). Ineligible persons include:

1. persons with convictions within the last 10 years who are tied to securities transactions or employment in the securities field;

2. persons with permanent or temporary injunctions from acting in certain capacities in the securities arena;

3. persons who have an affiliate that is ineligible under clause (1) or (2) above; or

4. persons subject to an SEC order declaring them ineligible under Section 9 of the Investment Company Act.

The Chief Compliance Officer will monitor compliance with Section 9. A Supervised Person who becomes an “ineligible person” (or who believes he or she may have hired or employed an “ineligible person”) as described above must promptly notify the Compliance Team.

V. PROHIBITED TRANSACTIONS AND CONDUCT

A. Fraudulent Purchases or Sales

Supervised Persons may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by any client:

1. employ any device, scheme or artifice to defraud the client;

2. make to the client any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. engage in any act, practice or course of business which would operate as a fraud or deceit upon the client; or

4. engage in any manipulative practice with respect to the client.

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B. Initial Public Offerings and Limited Offerings

Supervised Persons may not, directly or indirectly, acquire ownership of any security in an initial public offering or a limited offering without first obtaining written approval of the Chief Compliance Officer. In the event approval is granted, the Chief Compliance Officer will document the reasons for approval.

C. Options and Short Sales

Supervised Persons may not trade in options or sell securities “short” (except in the limited situations where an exchange traded fund, mutual fund, or foreign currency contract that is eligible for investment by the Supervised Person transacts in options or short sales).

D. Blackout Periods

Supervised Persons may not trade any security that is the subject of an “investment action” for a specified “blackout period.” An “investment action” occurs when Sands Capital acts to add (or eliminate) a security to (or from), or increase (or reduce) the weighting of a security in the portfolio of an investment strategy. Specifically, Supervised Persons may not, directly or indirectly, purchase or sell any security involved in an investment action during the:

1. 10 calendar days before the beginning of the investment action;

2. during the investment action; and

3. 7 calendar days after completion of the investment action (an investment action is deemed completed on the date notification of such action is sent to advisory clients).

E. Securities Pre-Clearance

Supervised Persons are required to pre-clear all securities transactions (other than opened ended mutual funds, ETFs, annuities, fixed income products, including U.S. government securities, systematic investment plans, foreign currency contracts, receipt of spousal stock options or grants, and non-discretionary accounts). Pre-clearance requests for publicly traded securities must be submitted through the Compliance Science PTCC trading platform, and pre-clearance requests for private securities transactions must be submitted through email and sent to preclearance@sandscap.com.

With regard to the window of trading 10 days prior to the start of an investment action, the Compliance Team will analyze any breaches to determine if the Supervised Person had prior knowledge of the investment action. In this regard, the Compliance Team will seek to ascertain if the investment action had been decided upon and communicated to Supervised Persons by the Portfolio Manager Decision Teams. If prior knowledge is not established, the breach will not be deemed a violation of this Code.

By requesting pre-clearance you represent that you (or the registered account holder):

1. have no knowledge of a pending investment action involving the security;

2. are not in possession of any material nonpublic information concerning the security to which this request relates;

3. are not engaging in any manipulative or deceptive trading activity; and

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4. the transaction does not violate the “Short-Term Trading” prohibition.

The Compliance Team has the discretion to approve or decline any pre-clearance request. Any pre-clearance that is granted is valid for the day your personal trade request is approved plus one (1) business day after approval is granted.

F. Prohibition on Short-Term Trading Profits

Supervised Persons may not profit from the purchase and sale of the same (or equivalent) covered securities, including Reportable Funds, within 30 calendar days. This prohibition does not apply to transactions resulting in a loss.

G. Investment Clubs

An investment club is a group of people who pool their money to make investments. Usually, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and each member may actively participate in investment decisions.

Supervised Persons may not form or participate in an investment club unless prior written clearance has been obtained from the Chief Compliance Officer or General Counsel. Generally, transactions by the investment club in which an access person has beneficial ownership or control are subject to the same pre-clearance and reporting requirements applicable to an individual’s trades in covered securities.

H. Exempt Transactions

The prohibitions and restrictions of this Section V do not apply to:

1. purchases or sales effected in any account over which the Supervised Person has no direct or indirect influence or control;

2. purchases, sales or other acquisitions of securities that are non-volitional on the part of the Supervised Person, such as sales from a margin account pursuant to bona fide margin calls, stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions;

3. purchases that are part of an automatic investment plan;

4. purchases effected upon the exercise of rights issued pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer; and

5. acquisitions of securities through gifts or bequests.

I. Hardship Exemptions

A Supervised Person may submit to the Chief Compliance Officer or General Counsel a request for an exemption from the blackout period of the personal trading policy for an unforeseen hardship situation (e.g., the purchase of a home, a large unforeseen expense, such as a medical expense). All requests must be in writing and must state the reasons for the hardship. The Chief Compliance Officer or General Counsel will make a determination in light of all relevant facts and circumstances, including any actual or apparent conflict of interests generated by the possible exception when reviewing exceptions. These exceptions are granted rarely and only in extreme circumstances.

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J. Directorships

Supervised Persons may not serve on the board of directors of any public company without first obtaining written approval of the Chief Compliance Officer or General Counsel. Supervised Persons may not serve as a member of the board of directors of any organization where Sands Capital directly serves as the investment manager of funds owned and/or directed by that organization without written approval from the Chief Compliance Officer.

K. Sands Capital Ventures Investments

Sands Capital’s affiliate, Sands Capital Ventures, LLC, has offered, and from time to time is expected to offer, staff members the opportunity to invest directly or indirectly in privately held businesses. Staff members who choose to participate in such an investment may or may not receive allocations based upon availability, and accept all risks up to and including the loss of their total investment. Requests for investment must be pre-cleared by the Chief Compliance Officer, or her designee prior to closing the transaction.

Staff members who invest in Sands Capital Ventures’ investment opportunities are typically required to represent that they are qualified to invest, including that they are accredited investors.

Privately-held securities acquired by staff members through Sands Capital Ventures that become eligible for trading on a public exchange will generally be locked-up for a period of time. Staff members may also be subject to an additional lock-up imposed by Sands Capital (generally three months) with respect to the shares acquired in the private markets and those acquired in the initial public offering. The Conflicts of Interest Board will be responsible for assessing conflicts of interest, if any, that may arise when staff members have interests in a private company that is conducting its initial public offering. Purchases of additional shares of any such company on the open market will be subject to the pre-clearance criteria and restrictions that apply generally under this Code.

VI. REPORTING AND CERTIFICATION REQUIREMENTS

Reports pursuant to this Section VI shall be made to and reviewed by the Compliance Team.

A. Duplicate Brokerage Statements

Supervised persons are required to instruct their broker-dealers, banks or other financial services firms to provide duplicate statements (no less than quarterly) for any account in which they have any direct or indirect beneficial ownership. These statements may be received electronically via the PTCC system or in traditional paper format.

B. Initial Holdings Report

No later than 10 days after becoming a Supervised Person, such person shall report the following:

1. the title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each covered security in which he or she has any direct or indirect beneficial ownership; or

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2. in the event that the Supervised Person has no beneficial ownership in any covered securities, either a statement to that effect or the word “None” (or similar designation); and

3. the name of any broker, dealer or bank with which the Supervised Person maintains an account in which any securities are held for his or her direct or indirect benefit; and

4. the date the Supervised Person submits the report.

The information in an Initial Holdings Report must be current as of a date not more than 45 days prior to the date the person became a Supervised Person.

C. Annual Holdings Reports

On or before February 14^th of each year, supervised persons must report the following:

1. the title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each covered security in which the Supervised Person has any direct or indirect beneficial ownership (generally, duplicate brokerage statements will be used to satisfy this requirement); or

2. in the event that he or she has no beneficial ownership in any covered securities, either a statement to that effect or the word “None” (or some similar designation); and

3. the name of any broker, dealer or bank with which the Supervised Person maintains an account in which any securities are held for his or her direct or indirect benefit; and

4. the date the Supervised Person submits the report.

The information in an Annual Holdings Report shall be current as of December 31st of the preceding year.

D. Quarterly Transaction Reports

No later than 30 days after the end of each calendar quarter, supervised persons must report the following:

1. With respect to any transaction during the quarter in a covered security in which the Supervised Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership (generally, duplicate brokerage statements will be used to satisfy this requirement):

a. the trade date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security involved;

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b. the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

c. the price of the covered security at which the transaction was effected; and

d. the name of the broker, dealer or bank with or through which the transaction was effected; or

e. in the event there were no such transactions during the quarter, either a statement to that effect or the word “None” (or some similar designation); and

f. the date the Supervised Person submits the report.

2. With respect to any account established by the Supervised Person in which any covered securities were held during the quarter for the direct or indirect benefit of the Supervised Person:

a. the name of the broker, dealer or bank with whom the account is established; and

b. the date the account was established; or

c. in the event there were no such accounts established during the quarter, either a statement to that effect or the word “None” (or some similar designation); and

d. the date the Supervised Person submits the report.

E. Exceptions to Reporting Requirements

A Supervised Person need not submit:

1. any report with respect to securities held in accounts over which he or she has no direct or indirect influence or control;

2. a transaction report with respect to transactions effected pursuant to an automatic investment plan;

3. a transaction report if the report would duplicate information contained in broker trade confirmations or account statements that are received by the Compliance Team with respect to such person, so long as the Compliance Team receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter; and

4. qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986, otherwise known as 529 plans that are not managed by Sands Capital.

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Any report required by this Section IV may contain a statement that the report shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

F. Annual Certifications

Supervised Persons shall certify in writing at least annually that they (i) have read and understand this Code; (ii) recognize that they are subject to this Code; and (iii) will comply with the requirements of this Code, including reporting all information required to be reported by this Code.

G. Reporting of Code Violations

Each Supervised Person is required to notify the Chief Compliance Officer promptly if he or she knows of any violation of this Code. Failure to do so is a violation of this Code. In the event that a matter implicates the Chief Compliance Officer, notice of a violation may be provided to the General Counsel or another executive officer of Sands Capital.

Consistent with Sands Capital’s policies, no person or group within Sands Capital shall retaliate, nor shall Sands Capital or any Supervised Person tolerate any retaliation by any other person or group within the firm, directly or indirectly, against anyone who, in good faith, reports any violation of this Code or provides assistance to management or any other person or group, including any governmental, regulatory or law enforcement body, investigating any violation of this Code.

Sands Capital shall not reveal the identity of any person who reports a violation of this Code and who asks that his or her identity as the person who made such report remain confidential. Sands Capital shall not make any effort, or tolerate any effort made by any other person or group, to ascertain the identity of any person who reports a violation anonymously, unless (i) such information is required to be disclosed by law or applicable legal process or by applicable securities or commodities exchange, self-regulatory organization, or other rules or regulations; or (ii) disclosure of such information, or ascertaining such identity, is supported by a clear and compelling interest of clients that is sufficient in the particular case to overcome an expectation of anonymity.

VII. GIFTS & ENTERTAINMENT

A. General Guidance on Gifts and Entertainment

Section 17(e)(1) prohibits the acceptance, by Supervised Persons, of gifts, entertainment, or any compensation (other than salary) from persons doing business, or hoping to do business with Sands Capital. By refusing inappropriate inducements of any kind, Supervised Persons will be preserving assets of far greater value: their good name, the reputation of Sands Capital, and our clients’ financial welfare.

General rules for Supervised Persons:

• You may give and receive modest business gifts, and this policy is not intended to restrict normal business activity.

• You may not give or accept any gift of more than de minimis value (currently $250 per year) from any person, entity, client or prospective client that does business with or is seeking to do business with Sands Capital or its affiliates.

• Gifts of cash or cash equivalents may not be given or received regardless of value.

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• Gifts do not apply to ordinary and usual business entertainment, such as an occasional meal, sporting event, theater production or comparable entertainment event so long as it is neither so frequent nor so extensive as to raise any question of propriety.

At times it could be difficult to discern between a gift and entertainment. If you are attending an event with the giver of the tickets to the event it is typically considered entertainment. In comparison, gifts are given and used/consumed only by the Supervised Person and his/her family. Please refer to definitions below:

Gift

The term “gift” includes the giving or receipt of gratuities, merchandise and the enjoyment or use of property or facilities for weekends, vacations, trips, dinners, and the like, including transportation and lodging costs.

Business Entertainment

“Business entertainment” is a normal part of a business relationship and occurs when a Sands Capital staff member is in the presence of a business contact (either when the business contact is being entertained by a Sands Capital staff member or vice versa). Some examples may include meals, snacks, drinks, or sporting events.

Please contact the Compliance Team if you are unable to determine if something is a gift or entertainment.

B. Additional Guidance on Gifts and Entertainment

It is important to remember that some entities (e.g., clients or potential clients that are states, municipalities, or qualified retirement plans) have very stringent restrictions and/or prohibitions on the acceptance of gifts or business entertainment by the personnel. Care must be taken to ensure that Sands Capital does not inadvertently give a gift or provide business entertainment that might cause a business contact to violate any of these restrictions.

Public and Foreign Officials

Supervised Persons are prohibited from giving or providing any gift, including a personal gift, to any official of a Public Fund without the express prior approval of the Chief Compliance Officer or General Counsel. U.S. states may adopt rules that govern the provision of gifts and business entertainment. These rules may impose increased reporting requirements.

In addition, Sands Capital prohibits any Supervised Person or agent, either personally or on behalf of others, from making, offering or promising to make, authorizing or directing any payment of anything of value (including cash or property), directly or indirectly, to a foreign government official for the purpose of inducing or influencing the foreign government official to use his or her position in order to assist in obtaining or retaining business or securing any improper business advantage. Giving gifts to and receiving gifts from foreign officials is prohibited.

For more information on gifts and entertainment in relation to foreign public officials, see Sands Capital Management’s FCPA policy and procedure, available on the intranet.

Financial Conduct Authority of the United Kingdom (FCA) Clients

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Supervised Persons are prohibited from providing any gift, including a personal gift, to any client (or potential client), who is regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”). In addition, when hosting or providing non-monetary benefits to a client (or potential client), Supervised Persons must assess whether all aspects of the benefit or event are designed to enhance the quality of the service to the client, including the location and nature of the venue. Hosting events or providing benefits is prohibited if they are not conducive to business discussions or if business discussions could better take place without them. Hosting sporting and social events or otherwise subsidizing entertainment, for example, is prohibited.

While activities/benefits such as hosting a meal, providing welcome bags at a client event or validating parking are not prohibited, they may require Sands Capital to disclose whatever information the client or potential client deems necessary to enable them to comply with FCA reporting regulations.

ERISA

In accordance with guidance from the Department of Labor the annual limit on gifts and business entertainment the annual limit on gifts and business entertainment provided to an ERISA plan fiduciary representative is $250. Generally meals provided at educational conferences, or associated with business meetings do not count towards the $250 annual limit.

Taft-Hartley

Any gifts, payments of money or anything of value made directly or indirectly by you to a labor organization or officer, agent, shop steward, or other representative or employee of any labor organization (including union officials serving in some capacity to a Taft-Hartley Plan) must be reported to the Chief Compliance Officer. All items regardless of the amount or value must be reported. Following are examples of potentially reportable items:

• Meals

• Gifts (e.g., holiday gifts)

• Travel and lodging costs

• Bar bills

• Sporting event tickets

• Theatre tickets

• Clothing or equipment

• Raffle donations

• Retirement dinners

• Golf (including charity golf tournaments)

• Hole sponsorships for golf tournament

• Advertising at union or Taft-Hartley fund related functions

• Sponsorship of union conferences, picnics, other events

• Donations to union related charities or scholarship funds

• Conferences attended by union officials, Supervised Persons, etc.

• Receptions attended by union officials, Supervised Persons, etc.

• Donations for apprenticeship graduation dinners

C. Reporting of Gifts & Entertainment

All gifts of which you are the recipient must be reported in writing via email to the Chief Compliance Officer or General Counsel if the value is reasonably judged to exceed $250 per year. Reporting must include the name(s) of the giver, the date, the organization of the giver, a description of the gift or event, and the value or estimated value of the gift or event.

D. Exceptions

Exceptions to the gift limit may be made by the Chief Compliance Officer or General Counsel. Supervised Persons should request exceptions for personal circumstances in which the employee has a personal relationship with a third party (such as receiving or providing personal gifts as wedding gifts or gifts for the birth of a child).

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VIII. REPORTS TO FUND CLIENTS

Sands Capital shall furnish to the board of directors/trustees of each Reportable Fund, at the direction and timing specified by such boards, but no less frequently than annually, a written report that (i) describes any issues affecting the Reportable Fund arising under this Code or related procedures since the last report, including, but not limited to, information about material violations of this Code or such procedures and the sanctions imposed; and (ii) certifies that Sands Capital has adopted procedures reasonably necessary to prevent its Supervised Persons from violating this Code.

IX. SANCTIONS

Supervised Persons who violate this Code will be subject to such sanctions as deemed necessary and appropriate under the circumstances and in the best interest of clients. The range of sanctions include but are not limited to a written warning or reprimand, cancellation of trades, disgorgement of profits or sale of positions at a loss, restriction on trading privileges, fines, suspension of employment without pay, termination of employment, and/or referral to regulatory or law enforcement authorities.

X. OTHER DISCLAIMERS

Notwithstanding the foregoing and anything else contained in these policies and procedures, nothing in these policies and procedures is intended to prevent, delay or otherwise restrict a staff member’s rights under applicable law to notify government authorities of suspected or actual wrongdoing by Sands Capital or its employees and representatives.

XI. RECORDS

Sands Capital shall maintain such records relating to this Code of Ethics, in the manner and as required by Rule 204-2(a)(12) under the Advisers Act and Rules 17f-1(f) and 31a-1(f) under the Investment Company Act.

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Attachment A

BENEFICIAL OWNERSHIP

As used in the Code of Ethics, beneficial ownership is interpreted in the same manner as it would be in determining whether a person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except that the determination of such ownership applies to all securities.

For the purposes of the Exchange Act, beneficial ownership includes:

(a) the receipt of benefits substantially equivalent to those of ownership through relationship, understanding, agreement, contract or other arrangements; or

(b) the power to vest or reinvest such ownership in oneself at once, or at some future time.

Using the above definition as a broad guideline, the ultimate determination of beneficial ownership will be made in light of the facts of the particular case. Key factors are the degree of the individual’s ability to exercise discretion to invest in, sell or exercise voting rights of the security, and the ability of the individual to benefit from the proceeds of the security.

1. Securities Held by Family Members

As a general rule, a person is regarded as having beneficial ownership of a security held in the name of his or her spouse and their minor children. In the absence of special circumstances, these family relationships ordinarily confer benefits substantially equivalent to ownership.

In addition, absent countervailing facts, it is expected that a security held by a relative who shares the same household as the reporting person will be reported as beneficially owned by such person.

2. Securities Held by a Company

Generally, ownership of a security of a company does not constitute beneficial ownership with respect to the holdings of the company in the securities of another issuer. However, an owner of securities in a holding company will be deemed to have beneficial ownership in the holdings of the holding company where:

(a) the company is merely a medium through which one or several persons in a small group invest or trade in securities; and

(b) the company has no other substantial business.

In such cases, the persons who are in a position of control of the holding company are deemed to have beneficial interest in the securities of the holding company.

3. Securities Held in Trust

Beneficial ownership of securities in a private trust includes:

(a) the ownership of securities as a trustee where either the trustee or members of his or her immediate family have a vested interest in the income or corpus of the trust;

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(b) the ownership of a vested beneficial interest in a trust; and

(c) the ownership of securities as a settlor of a trust in which the settlor has the power to revoke the trust without obtaining the consent of all the beneficiaries.

As used in this section, the “immediate family” of a trustee means:

(a) a son or daughter of the trustee or a descendent of either;

(b) a stepson or stepdaughter of the trustee;

(c) the father or mother of the trustee, or an ancestor of either;

(d) a stepfather or stepmother of the trustee; and

(e) a spouse of the trustee.

For the purposes of determining whether any of the foregoing relations exists, a legally adopted child of a person shall be considered a child of such person by blood.

4. Miscellaneous Issues

Beneficial ownership does not include, however, a person’s interest in portfolio securities held by:

(a) any holding company registered under the Public Utility Holding Company Act;

(b) any investment company registered under the Investment Company Act;

(c) a pension or retirement plan holding securities of an issuer whose employees generally are the beneficiaries of the plan; and

(d) a business trust with over 25 beneficiaries.

Participation in a pension or retirement plan will result in beneficial ownership of the portfolio securities if plan participants can withdraw and trade the securities without withdrawing from the plan.

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