0001104659-20-129531.txt : 20210323 0001104659-20-129531.hdr.sgml : 20210323 20201125163003 ACCESSION NUMBER: 0001104659-20-129531 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 110 FILED AS OF DATE: 20201125 DATE AS OF CHANGE: 20210210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 201351006 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 610 676-3097 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22821 FILM NUMBER: 201351007 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 610 676-3097 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129

0000835597 S000006420 SIT EMERGING MARKETS EQUITY FUND

C000017609 SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) SIEMX

C000147409 Class Y SEQFX

485APOS 1 a20-36976_1485apos.htm POST-EFFECTIVE AMENDMENT FILED PURSUANT TO SECURITIES ACT RULE 485(A)

As filed with the U.S. Securities and Exchange Commission on November 25, 2020

File No. 033-22821

File No. 811-05601

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 77 x

AND

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 78 x

SEI INSTITUTIONAL INTERNATIONAL TRUST

(Formerly, “SEI International Trust”)

(Exact Name of Registrant as Specified in Charter)

SEI Investments Company

One Freedom Valley Drive

Oaks, Pennsylvania 19456

(Address of Principal Executive Offices)

(610) 676-1000

(Registrant’s Telephone Number)

Timothy D. Barto, Esq.

SEI Investments Company

One Freedom Valley Drive

Oaks, Pennsylvania 19456

(Name and Address of Agent for Service)

Copy to:

Timothy W. Levin, Esq.

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103

Title of Securities Being Registered. . .Units of Beneficial Interest

	It is proposed that the filing will become effective (check appropriate box)
	o	immediately upon filing pursuant to paragraph (b)
	o	on [date] pursuant to paragraph (b)
	o	60 days after filing pursuant to paragraph (a)(1)
	x	on January 31, 2021 pursuant to paragraph (a)(1)
	o	75 days after filing pursuant to paragraph (a)(2)
	o	on [date] pursuant to paragraph (a)(2) of rule 485.

	If appropriate, check the following box:

	o	This post-effective Amendment designates a new effective date for a previously filed Post-Effective Amendment.

SUBJECT TO COMPLETION

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS DATED NOVEMBER 25, 2020

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class F Shares

PROSPECTUS

January 31, 2021

EMERGING MARKETS EQUITY FUND (SIEMX)

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Class F Shares of the Fund appearing in this prospectus may not be available for purchase in all states. You may purchase Fund shares only if they are registered in your state.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank.

Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can follow the instructions included with this disclosure or contact your financial intermediary to inform it that you wish to continue receiving paper copies of your shareholder reports. If you invest directly with the Fund, you can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling 1-800-DIAL-SEI. Your election to receive reports in paper will apply to all funds held with the SEI Funds or your financial intermediary.

SEI INSTITUTIONAL INTERNATIONAL TRUST

About This Prospectus

FUND SUMMARY
EMERGING MARKETS EQUITY FUND		1
Purchase and Sale of Fund Shares		1
Tax Information		8
Payments to Broker-Dealers and Other Financial Intermediaries		8
MORE INFORMATION ABOUT INVESTMENTS		8
MORE INFORMATION ABOUT RISKS		9
Risk Information Common to the Fund		9
More Information About Principal Risks		9
GLOBAL ASSET ALLOCATION		9
MORE INFORMATION ABOUT THE FUND’S BENCHMARK INDEX		16
INVESTMENT ADVISER		16
SUB-ADVISERS		17
Information About Fee Waivers		18
Sub-Advisers and Portfolio Managers		18
PURCHASING, EXCHANGING AND SELLING FUND SHARES		20
HOW TO PURCHASE FUND SHARES		20
Pricing of Fund Shares		20
Frequent Purchases and Redemptions of Fund Shares		21
Foreign Investors		23
Customer Identification and Verification and Anti-Money Laundering Program		23
HOW TO EXCHANGE YOUR FUND SHARES		24
HOW TO SELL YOUR FUND SHARES		24
Receiving Your Money		24
Methods Used to Meet Redemption Obligations		25
Low Balance Redemptions		25
Suspension of Your Right to Sell Your Shares		25
Large Redemptions		25
Telephone Transactions		25
Unclaimed Property		25
DISTRIBUTION OF FUND SHARES		25
SERVICE OF FUND SHARES		26
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION		26
DIVIDENDS, DISTRIBUTIONS AND TAXES		26
Dividends and Distributions		26
Taxes		26
ADDITIONAL INFORMATION		28
FINANCIAL HIGHLIGHTS		29
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST		Back Cover

EMERGING MARKETS EQUITY FUND

Fund Summary

Investment Goal

Capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)	Class F Shares
Management Fees	1.05	%
Distribution (12b-1) Fees	None
Other Expenses	[XX]	%
Total Annual Fund Operating Expenses	[XX]	%
Fee Waivers and Expense Reimbursements	[XX]	%*
Total Annual Fund Operating Expenses Less Fee Waivers and Expense Reimbursements	[XX]	%

* Renewed as of January 31, 2021, SIMC, the Fund’s investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2022 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board of Trustees.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year

3 Years

5 Years

10 Years

Emerging Markets Equity Fund — Class F Shares

[XX]

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [XX]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market issuers. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar

developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund’s portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund’s adviser.

The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund’s currency exposure to foreign securities and mitigate the Fund’s overall risk. Swaps may be used to obtain exposure to different foreign equity markets.

The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries and securities of small capitalization companies.

Principal Risks

Market Risk - The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole . Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

Foreign Investment/Emerging Markets Risk - The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets.

Country Concentration Risk—The Fund’s concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.

Risk of Investing in China—Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation.

Investment Style Risk - The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.

Currency Risk - As a result of the Fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Small and Medium Capitalization Risk - The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies.

In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

Depositary Receipts Risk - Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

Preferred Stock Risk - Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock.

Participation Notes (P-Notes) Risk - P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Warrants Risk - Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. A warrant ceases to have value if it is not exercised prior to its expiration date.

Derivatives Risk - The Fund’s use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund’s use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund’s use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators are in the process of adopting and implementing regulations governing derivatives markets, the ultimate impact of which remains unclear.

Credit Risk - The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Leverage Risk - The Fund’s use of derivatives may result in the Fund’s total investment exposure substantially exceeding the value of its portfolio securities and the Fund’s investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund’s share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund’s use of leverage may result in a heightened risk of investment loss

Liquidity Risk - The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

LIBOR Replacement Risk - The U.K. Financial Conduct Authority has announced that it intends to stop compelling or inducing banks to submit London Inter-Bank Offered Rate (LIBOR) rates after 2021. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

Exchange-Traded Funds (ETFs) Risk - The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses.

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Class F Shares of the Fund by showing changes in the Fund’s performance from year to year for the past ten calendar years and by showing how the Fund’s average annual returns for 1, 5 and 10 years, and since the Fund’s inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

2011	-23.32	%
2012	17.10	%
2013	-0.26	%
2014	-5.10	%
2015	-14.49	%
2016	12.49	%
2017	37.27	%
2018	-18.67	%
2019	19.75	%
2020	[XX]	%
Best Quarter:	Worst Quarter:
[XX]%	[-24.81]%
[XX]	[(09/30/11)]

Average Annual Total Returns (for the periods ended December 31, 2020)

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. [In some cases, the Fund’s return after taxes may exceed the Fund’s return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.]

Emerging Markets Equity Fund — Class F Shares	1 Year		5 Years		10 Years		Since Inception (1/17/1995)
Return Before Taxes	[XX]	%	[XX]	%	[XX]	%	[XX]	%
Return After Taxes on Distributions	[XX]	%	[XX]	%	[XX]	%	[XX]	%
Return After Taxes on Distributions and Sale of Fund Shares	[XX]	%	[XX]	%	[XX]	%	[XX]	%
MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses)	[XX]	%	[XX]	%	[XX]	%	[XX]	%†

Management

Investment Adviser and Portfolio Manager. SEI Investments Management Corporation

Portfolio Manager		Experience with the Fund		Title with Adviser
John Lau		Since 2019		Portfolio Manager

Sub-Advisers and Portfolio Managers.

Sub-Adviser	Portfolio Manager	Experience with the Fund	Title with Sub-Adviser
J O Hambro Capital Management Limited	Emery Brewer Dr. Ivo Kovachev	Since 2010 Since 2010	Lead Senior Manager Senior Fund Manager
KBI Global Investors (North America) Ltd	Gareth Maher David Hogarty Ian Madden James Collery John Looby Massimiliano Tondi, CFA, FRM	Since 2012 Since 2012 Since 2012 Since 2012 Since 2014 Since 2014	Head of Portfolio Management Head of Strategy Development Senior Portfolio Manager Senior Portfolio Manager Senior Portfolio Manager Senior Portfolio Manager
Lazard Asset Management LLC	Kevin O’Hare, CFA Peter Gillespie, CFA James Donald, CFA John R. Reinsberg	Since 2010 Since 2010 Since 2010 Since 2010	Managing Director, PortfolioManager/Analyst Managing Director, Portfolio Manager/Analyst Managing Director, Portfolio Manager/Analyst Deputy Chairman, Portfolio Manager/Analyst
Neuberger Berman Investment Advisers LLC	Conrad A. Saldanha, CFA	Since 2010	Managing Director
Qtron Investments LLC	Dmitri Kantsyrev, Ph.D., CFA Ronald Hua, CFA	Since 2018 Since 2018	Partner, Portfolio Manager Partner, Portfolio Manager
RWC Asset Advisors (US) LLC	James Johnstone John Malloy	Since 2015 Since 2015	Portfolio Manager Portfolio Manager

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page XX of this prospectus.

Purchase and Sale of Fund Shares

The minimum initial investment for Class F Shares is $100,000 with minimum subsequent investments of $1,000. Such minimums may be waived at the discretion of SIMC. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). You may sell your Fund shares by contacting your authorized financial institution or intermediary directly. Authorized financial institutions and intermediaries may redeem Fund shares on behalf of their clients by contacting the Fund’s transfer agent (the Transfer Agent) or the Fund’s authorized agent, using certain SEI Investments Company (SEI) or third party systems or by calling 1-800-858-7233, as applicable.

Tax Information

The distributions made by the Fund generally are taxable and will be taxed as ordinary income or capital gains. If you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account, you will generally not be subject to federal taxation on Fund distributions until you begin receiving distributions from your tax-deferred arrangement. You should consult your tax advisor regarding the rules governing your tax-deferred arrangement.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

MORE INFORMATION ABOUT INVESTMENTS

The Fund is a mutual fund. A mutual fund pools shareholders’ money and, using professional investment managers, invests it in securities and certain other instruments.

The Fund has its own investment goal and strategies for reaching that goal. The Fund’s assets are managed under the direction of SIMC and one or more Sub-Advisers who manage portions of the Fund’s assets in a way that they believe will help the Fund achieve its goal.

This prospectus describes the Fund’s primary investment strategies. However, the Fund may also invest in other securities, use other strategies or engage in other investment practices. These investments and strategies, as well as those described in this prospectus, are described in more detail in the Fund’s Statement of Additional Information (SAI).

The investments and strategies described in this prospectus are those that SIMC and the Sub-Advisers use under normal conditions. For temporary defensive or liquidity purposes during unusual economic or market conditions, the Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations that would not ordinarily be consistent with the Fund’s strategies. During such time, the Fund may not achieve its investment goals. The Fund will do so only if SIMC or a Sub-Adviser believes that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that any Fund will achieve its investment goal. The Fund may lend its securities to certain financial institutions in an attempt to earn additional income.

MORE INFORMATION ABOUT RISKS

Risk Information Common to the Fund

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its goal. SIMC and the Sub-Advisers, as applicable, make judgments about the securities markets, the economy and companies, but these judgments may not anticipate actual market movements or the impact of economic conditions on company performance. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The value of your investment in the Fund is based on the market prices of the securities the Fund holds. These prices change daily due to economic and other events that affect securities markets generally, as well as those that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities the Fund owns and the markets in which those securities trade. The effect on the Fund’s share price of a change in the value of a single security will depend on how widely the Fund diversifies its holdings.

Investing in issuers located in foreign countries poses distinct risks because political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the U.S. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments. These currency movements may happen in response to events that do not otherwise affect the value of the security in the issuer’s home country. These various risks will be even greater for investments in emerging market countries where political turmoil and rapid changes in economic conditions are more likely to occur.

More Information About Principal Risks

The following descriptions provide additional information about some of the risks of investing in the Fund:

Credit — Credit risk is the risk that a decline in the credit quality of an investment could cause the Fund to lose money. The Fund could lose money if the issuer or guarantor of a portfolio security or a counterparty to a derivative contract fails to make timely payment or otherwise honor its obligations. Fixed income securities rated below investment grade (junk bonds) (described above) involve greater risks of default or downgrade and are generally more volatile than

investment grade securities. Discontinuation of these payments could substantially adversely affect the market value of the security.

Country Concentration—The Fund’s concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in Foreign Investment/Emerging and Frontier Markets.

Currency — The Fund takes active positions in currencies, which involve different techniques and risk analyses than the Fund’s purchase of securities or other investments. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the Fund if it is unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Passive investments in currencies may, to a lesser extent, also subject the Fund to these same risks. The value of the Fund’s investments may fluctuate in response to broader macroeconomic risks than if the Fund invested only in U.S. equity securities.

Depositary Receipts — Depositary receipts are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, depositary receipts, including ADRs, are subject to many of the risks associated with investing directly in foreign securities, which are further described below.

Derivatives — Derivatives are instruments that derive their value from an underlying security, financial asset or an index. Examples of derivative instruments include futures contracts, options, forward contracts and swaps. Changes in the market value of a security that is a reference asset for a derivative instrument may not be proportionate to changes in the market value of the derivative instrument itself. There may not be a liquid market for the Fund to sell a derivative instrument, which could result in difficulty in closing the position. Moreover, certain derivative instruments can magnify the extent of losses incurred due to changes in the market value of the securities to which they relate. Some derivative instruments are subject to counterparty risk. A default by the counterparty on its payments to the Fund will cause the value of your investment in the Fund to decrease. The Fund’s use of derivatives is also subject to credit risk, leverage risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is described above and leverage risk is described below. The Fund’s counterparties to its derivative contracts present the same types of credit risk as issuers of fixed income securities. Lack of availability risk is the risk that suitable derivative transactions, such as roll-forward contracts, may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. These risks could cause the Fund to lose more than the principal amount invested. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment. Tax risk is the risk that the use of derivatives may cause the Fund to realize higher amounts of short-term capital gains, thereby increasing the amount of taxes payable by some shareholders.

Derivatives are also subject to a number of other risks described elsewhere in this prospectus. Derivatives transactions conducted outside the U.S. may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. Derivatives transactions conducted outside the U.S. also are subject to the risks affecting foreign securities, currencies and other instruments, in addition to other risks.

Economic Risk of Global Health Events - The market value of the Fund’s investments may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets based on negative developments in the U.S. and global economies. Economic, political, and financial conditions or industry or economic trends or developments may, from time to time, and for varying periods of time, cause volatility, illiquidity or other

potentially adverse effects in the financial markets, including the fixed-income market. The commencement, continuation or ending of government policies and economic stimulus programs, changes in money policy, increases or decreases in interest rates, war, acts of terrorism, recessions, or other actual or perceived factors or events that affect the financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions, and other adverse effects that could negatively impact the Fund’s performance. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund. Recent examples include pandemic risks related to a coronavirus (COVID-19) and aggressive measures taken worldwide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The impact of the COVID-19 pandemic may last for an extended period of time and could result in a substantial economic downturn or recession.

Equity Market — Because the Emerging Markets Equity Fund may purchase equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund’s securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In the case of foreign stocks, these fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is a principal risk of investing in the Fund.

Exchange-Traded Products (ETPs) — The risks of owning interests of an ETP, such as an ETF or exchange-traded commodity pool, generally reflect the same risks as owning the underlying securities or other instruments that the ETP is designed to track. The shares of certain ETPs may trade at a premium or discount to their intrinsic value (i.e., the market value may differ from the net asset value (NAV) of an ETP’s shares). For example, supply and demand for shares of an ETF or market disruptions may cause the market price of the ETF to deviate from the value of the ETF’s investments, which may be emphasized in less liquid markets. The value of an ETN may also differ from the valuation of its reference market or instrument due to changes in the issuer’s credit rating. By investing in an ETP, the Fund indirectly bears the proportionate share of any fees and expenses of the ETP in addition to the fees and expenses that the Fund and its shareholders directly bear in connection with the Fund’s operations. Because certain ETPs may have a significant portion of their assets exposed directly or indirectly to commodities or commodity-linked securities, developments affecting commodities may have a disproportionate impact on such ETPs and may subject the ETPs to greater volatility than investments in traditional securities.

ETFs are investment companies whose shares are bought and sold on a securities exchange. Most ETFs are passively-managed, meaning they invest in a portfolio of securities designed to track a particular market segment or index. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. Such ETF expenses may make owning shares of the ETF more costly than owning the underlying securities directly. The risks of owning shares of a passively-managed ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities.

Leveraged ETFs contain all of the risks that non-leveraged ETFs present. Additionally, to the extent the Fund invests in ETFs that achieve leveraged exposure to their underlying indexes through the use of derivative instruments, the Fund will indirectly be subject to leverage risk, described below. Inverse ETFs seek to provide investment results that match a negative of the performance of an underlying index. Leveraged inverse ETFs seek to provide investment results that match a negative multiple of the performance of an underlying index. To the extent that the Fund invests in leveraged inverse ETFs, the Fund will indirectly be subject to the risk that the performance of such ETF will fall as the performance of that ETF’s benchmark rises. Leveraged, inverse and leveraged inverse ETFs often “reset” daily, meaning that they are designed to achieve their stated objectives on a daily basis. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time. These investment vehicles may be extremely volatile and can potentially expose the Fund to complete loss of its investment.

Foreign Investment/Emerging and Frontier Markets — The Fund may invest in foreign issuers, including issuers located in emerging and frontier market countries. Investing in issuers located in foreign countries poses distinct risks because political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments. These currency movements may happen separately from, and in response to, events that do not otherwise affect the value of the security in the issuer’s home country.

Emerging market countries are those countries that are: (i) characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) included in an emerging markets index by a recognized index provider; or (iii) countries with similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. “Frontier market countries” are a subset of emerging market countries with even smaller national economies. Emerging market countries, and, to an even greater extent, frontier market countries, may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market and frontier market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgments in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging market and frontier market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund’s investments in emerging market and frontier market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

Frontier countries are a subset of emerging market countries with even smaller national economies. The economies of frontier market countries tend to be less correlated to global economic cycles than the economies of more developed countries and their markets have lower trading volumes and may exhibit greater price volatility and illiquidity. A small number of large investments in these markets may affect these markets to a greater degree than more developed markets. Frontier market countries may also be affected by government activities to a greater degree than more developed countries. For example, the governments of frontier market countries may exercise substantial influence within the private sector or subject investments to government approval, and governments of other countries may impose or negotiate trade barriers, exchange controls, adjustments to relative currency values and other measures that adversely affect a frontier market country. Governments of other countries may also impose sanctions or embargoes on frontier market countries. Although all of these risks are generally heightened with respect to frontier market countries, they also apply to emerging market countries.

Investment Company — The Fund may purchase shares of investment companies, such as open-end funds, ETFs and closed-end funds. When the Fund invests in an investment company, it will bear a pro rata portion of the investment company’s expenses in addition to directly bearing the expenses associated with its own operations. Such expenses may make owning shares of an investment company more costly than owning the underlying securities directly. The Fund may invest in affiliated funds including, for example, money market funds for reasons such as cash management or other purposes. In such cases, the Fund’s adviser and its affiliates will earn fees at both the Fund level and within the underlying fund with respect to the Fund’s assets invested in the underlying fund. In part because of these additional expenses, the performance of an investment company may differ from the performance the Fund would achieve if it invested directly in the underlying investments of the investment company. In addition, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Fund may be subject to additional or different risks than if the Fund had invested directly in the underlying investments. See also, “Exchange-Traded Products (ETPs),” above.

Investment Style — Investment style risk is the risk that the Fund’s investment in certain securities in a particular market segment pursuant to its particular investment strategy may underperform other market segments or the market as a whole.

value of the Fund’s portfolio securities. The use of leverage may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.

LIBOR Replacement - On July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop compelling or inducing banks to submit London Inter-Bank Offered Rate (LIBOR) rates after 2021. The elimination of the LIBOR may adversely affect the interest rates on, and value of, certain Fund investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. However, it remains unclear if LIBOR will continue to exist in its current, or a modified, form. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Financing Rate (SOFR), which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Fund. The effect of any changes to, or discontinuation of, LIBOR on the Fund will vary depending on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Fund until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.

Liquidity — Liquidity risk exists when particular investments are difficult to purchase or sell. The market for certain investments may become illiquid due to specific adverse changes in the condition of a particular issuer or under adverse market or economic conditions independent of the issuer. The Fund’s investments in illiquid securities may reduce the returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or price. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities.

Market — The Fund is subject to market risk, which is the risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the market as a whole.

Options — An option is a contract between two parties for the purchase and sale of a financial instrument for a specified price at any time during the option period. Unlike a futures contract, an option grants the purchaser, in exchange for a premium payment, a right (not an obligation) to buy or sell a financial instrument. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. The seller of an uncovered call (buy) option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. The buyer of a call option assumes the risk of paying an entire premium in the call option without ever getting the opportunity to execute the option. The seller (writer) of a covered put (sell) option (e.g., the writer has a short position in the underlying security) will suffer a loss if the increase in the market price of the underlying security is greater than the premium received from the buyer of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of paying an entire premium in the put option without ever getting the opportunity to exercise the option. An option’s time value (i.e., the component of the option’s value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the buyer at various times prior to its expiration date, the buyer’s ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of a transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the “style” of the option.

Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Preferred Stock — The Emerging Markets Equity Fund may invest in preferred stocks. Preferred stocks involve credit risk and certain other risks. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip distributions (in the case of “non-cumulative” preferred stocks) or defer distributions (in the case of “cumulative” preferred stocks). If the Fund owns a preferred stock on which distributions are deferred, the Fund may nevertheless be required to report income for tax purposes while it is not receiving distributions on that security. Preferred stocks are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and liquidation payments and therefore will be subject to greater credit risk than those debt instruments.

Quantitative Investing — A quantitative investment style generally involves the use of computers to implement a systematic or rules-based approach to selecting investments based on specific measurable factors. Due to the significant role technology plays in such strategies, they carry the risk of unintended or unrecognized issues or flaws in the design, coding, implementation or maintenance of the computer programs or technology used in the development and implementation of the quantitative strategy. These issues or flaws, which can be difficult to identify, may result in the implementation of a portfolio that is different from that which was intended, and could negatively impact investment returns. Such risks should be viewed as an inherent element of investing in an investment strategy that relies heavily upon quantitative models and computerization.

Reallocation — In addition to managing the Fund, SIMC constructs and maintains strategies (Strategies) for certain clients, and the Fund is designed in part to implement those Strategies. Within the Strategies, SIMC periodically adjusts the target allocations among the Fund to ensure that the appropriate mix of assets is in place. SIMC also may create new Strategies that reflect significant changes in allocation among the Fund. Because a large portion of the assets in the Fund may be composed of investors in Strategies controlled or influenced by SIMC, this reallocation activity could result in significant purchase or redemption activity in the Fund. While reallocations are intended to benefit investors that invest in the Fund through the Strategies, they could in certain cases have a detrimental effect on the Fund if it is being materially reallocated, including by increasing portfolio turnover (and related transactions costs), disrupting the portfolio management strategy, and causing the Fund to incur taxable gains. SIMC seeks to manage the impact to the Fund resulting from reallocations in the Strategies.

Risk of Investing in China—China is an emerging market, and as a result, investments in securities of companies organized and listed in China may be subject to liquidity constraints and significantly higher volatility, from time to time, than investments in securities of more developed markets. China may be subject to considerable government intervention and varying degrees of economic, political and social instability. Internal social unrest or confrontations with other neighboring countries could have a significant impact on the economy of China. Reduction in spending on Chinese products and services, institution of tariffs or other trade barriers, or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy. There also is no guarantee that the Chinese government will not revert from its current open-market economy to an economic policy of central planning. These factors may result in, among other things, a greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. Accounting, auditing and financial reporting standards in China are different from U.S. standards and, therefore, disclosure of certain material information may not be made, may be less available, or may be less reliable. It may also be difficult or impossible for the Fund, U.S. authorities and regulators to obtain or enforce a judgment in a Chinese court.

Small and Medium Capitalization Issuers — The Emerging Markets Equity Fund may invest in small and medium capitalization issuers. Investing in equity securities of small and medium capitalization companies often involves greater risk than is customarily associated with investments in larger capitalization companies. This increased risk may be due to the greater business risks of smaller size companies, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements. The securities of smaller companies are often traded over-the-counter and, even if listed on a national securities exchange, may not be traded in volumes typical for that exchange. Consequently, the securities of smaller companies may be less liquid, may have limited market stability and may be subject to more severe, abrupt or erratic market movements than securities of larger, more established companies or the market averages in general. Further, smaller companies may have less publicly available information and, when available, it may be inaccurate or incomplete.

Swap Agreements — Swaps are agreements whereby two parties agree to exchange payment streams calculated by reference to an underlying asset, such as a rate, index, instrument or securities. Swaps typically involve credit risk, market risk, liquidity risk, funding risk, operational risk, legal and documentation risk, regulatory risk and/or tax risk. Interest rate swaps involve one party, in return for a premium, agreeing to make payments to another party to the extent that interest rates exceed or fall below a specified rate (a “cap” or “floor,” respectively). Swap agreements involve the risk that the party with whom the Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to the other party to the agreement.

Total return swaps are contracts that obligate a party to pay interest in exchange for payment by the other party of the total return generated by a security, a basket of securities, an index or an index component. Total return swaps give the Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty. Fully funded total return swaps have economic and risk characteristics similar to credit-linked notes, which are described above. Fully funded equity swaps have economic and risk characteristics similar to participation notes (P-Notes).

A credit default swap enables the Fund to buy or sell protection against a defined credit event of an issuer or a basket of securities. The buyer of a credit default swap is generally obligated to pay the seller a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. If the Fund is a seller of protection and a credit event occurs (as defined under the terms of that particular swap agreement), the Fund will generally either: (i) pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising a referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising a referenced index. If the Fund is a buyer of protection and a credit event occurs (as defined under the terms of that particular swap agreement), the Fund will either: (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are calculated by market makers considering either industry standard recovery rates or entity specific factors and other considerations until a credit event occurs. If a credit event has occurred, the recovery value is generally determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swaps involve special risks in addition to those mentioned above because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty). Like a long or short position in a physical security, credit default swaps are subject to the same factors that cause changes in the market value of the underlying asset.

OTC derivatives markets were traditionally traded on a bilateral basis (so-called “bilateral OTC transactions”). Under the Dodd-Frank Act, certain OTC derivatives transactions are now required to be centrally cleared and traded on exchanges or electronic trading platforms called swap execution facilities (SEFs). Bilateral OTC transactions differ from exchange-traded or cleared derivatives transactions in several respects. Bilateral OTC transactions are transacted directly with dealers and not with a clearing corporation. As bilateral OTC transactions are entered into directly with a dealer, there is a risk of nonperformance by the dealer as a result of its insolvency or otherwise. Under recently-adopted regulations by the CFTC and federal banking regulators (Margin Rules), the Fund is required to post collateral (known as variation margin) to cover the mark-to-market exposure in respect of its uncleared swaps.

Warrants — The Emerging Markets Equity Fund may invest in warrants. The holder of a warrant has the right to purchase a given number of shares of a particular issuer at a specified price until expiration of the warrant. Such investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with the prices of the underlying securities and are speculative investments. Warrants pay no dividends and confer no rights other than a purchase option. If a warrant is not exercised by the date of its expiration, the Fund will lose its entire investment in such warrant.

GLOBAL ASSET ALLOCATION

The Fund and other funds managed by SIMC are used within the Strategies that SIMC constructs and maintains for certain clients (Strategy Clients). The Fund is designed in part to be used as a component within those Strategies. The degree to which a Strategy Client’s portfolio is invested in the particular market segments and/or asset classes represented by the Fund and other funds varies. SIMC believes that an investment in a portfolio of funds representing a range of asset classes as part of a Strategy may reduce the Strategy’s overall level of volatility.

Within the Strategies, SIMC periodically adjusts the target allocations among the Fund and other funds to ensure that the appropriate mix of assets is in place. SIMC also may create new Strategies that reflect significant changes in allocation among the Fund and other funds. Because a significant portion of the assets in the Fund and other funds may be attributable to investors in Strategies controlled or influenced by SIMC, this reallocation activity could result in significant purchase or redemption activity in the Fund. Although reallocations are intended to benefit investors that invest in the Fund through the Strategies, they could, in certain cases, have a detrimental effect on the Fund. Such detrimental effects could include: transaction costs, capital gains and other expenses resulting from an increase in portfolio turnover; and disruptions to the portfolio management strategy, such as foregone investment opportunities or the inopportune sale of securities to facilitate redemptions.

MORE INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

The following information describes the index referred to in the Performance Information section of this prospectus.

The Morgan Stanley Capital International (MSCI) Emerging Markets Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of 24 emerging market countries.

INVESTMENT ADVISER

SIMC, a Securities and Exchange Commission (SEC) registered investment adviser, located at One Freedom Valley Drive, Oaks, PA 19456, serves as the investment adviser to the Fund. As of [XX], SIMC had approximately $[XX] billion in assets under management.

The Fund is managed by SIMC and one or more Sub-Advisers. SIMC acts as a “manager of managers” of the Fund and, subject to the oversight of the Board of Trustees of the Trust (Board), is responsible for:

· researching and recommending to the Board, the hiring, termination and replacement of Sub-Advisers;

· allocating, on a continuous basis, assets of the Fund among the Sub-Advisers (to the extent the Fund has more than one Sub-Adviser);

· monitoring and evaluating each Sub-Adviser’s performance;

· overseeing the Sub-Advisers to ensure compliance with the Fund’s investment objectives, policies and restrictions; and

· monitoring each Sub-Adviser’s adherence to its investment style.

SIMC acts as manager of managers for the Fund pursuant to an exemptive order obtained from the SEC. The exemptive order permits SIMC, with the approval of the Board, to retain unaffiliated sub-advisers for the Fund without submitting the sub-advisory agreements to a vote of the applicable Fund’s shareholders. Among other things, the exemptive order permits the non-disclosure of amounts payable by SIMC under a particular sub-advisory agreement, but instead requires SIMC to disclose the aggregate amount of sub-advisory fees paid by SIMC with respect to the Fund. As a manager of managers, SIMC is ultimately responsible for the investment performance of the Fund. The Board supervises SIMC and the Sub-Advisers and establishes policies that they must follow in their management activities.

SIMC sources, analyzes, selects and monitors a wide array of Sub-Advisers across multiple asset classes. Differentiating manager skill from market-generated returns is one of SIMC’s primary objectives, as it seeks to identify Sub-Advisers that can deliver attractive investment results. SIMC believes that a full assessment of qualitative as well as quantitative factors is required to identify truly skilled managers. In carrying out this function, SIMC forms forward-looking expectations regarding how a Sub-Adviser will execute a given investment mandate; defines environments in which the strategy is likely to outperform or underperform; and seeks to identify the relevant factors behind a Sub-Adviser’s performance. It also utilizes this analysis to identify catalysts that would lead SIMC to reevaluate its view of a Sub-Adviser.

SIMC then constructs a portfolio that seeks to maximize the risk-adjusted rate of return by finding a proper level of diversification between sources of excess return (at an asset class level) and the investment managers implementing them. The allocation to a given investment manager is based on SIMC’s analysis of the manager’s particular array of alpha sources, the current macroeconomic environment, expectations about the future macroeconomic environment, and the level of risk inherent in a particular manager’s investment strategy. SIMC measures and allocates to Sub-Advisers based on risk allocations in an attempt to ensure that one manager does not dominate the risk of a multi-manager, multi-return-source fund.

The following portfolio manager is primarily responsible for the management and oversight of the Fund, as described above.

John Lau serves as Portfolio Manager for the Emerging Markets Equity Fund and Asia Pacific Equity strategies. In this role, Mr. Lau focuses on investment research, risk management, and portfolio construction of equity strategies in Emerging Markets and Asia Pacific, including the China A-share market. Mr. Lau is based in Hong Kong and is a senior member of the SEI Global Equity Committee. Prior to joining SEI in 2007, Mr. Lau spent eleven years as Senior Portfolio Manager of a quantitative equity team within Citigroup Asset Management, where he managed global equity strategies, an equity market-neutral fund, and structured products. Mr. Lau earned his Bachelor’s degree from the University of Michigan. Mr. Lau also holds a Master of Science in Engineering from University of California, Berkeley and a Master of Business Administration from Columbia University.

SUB-ADVISERS

Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. Each Sub-Adviser must also operate within the Fund’s investment objective, restrictions and policies, and within specific guidelines and instructions established by SIMC from time to time. Each Sub-Adviser is responsible for managing only the portion of the Fund allocated to it by SIMC, and Sub-Advisers may not consult with each other concerning transactions for the Fund. SIMC pays the Sub-Advisers out of the investment advisory fees it receives (as described below).

For the fiscal year ended September 30, 2020, SIMC received investment advisory fees as a percentage of the Fund’s average daily net assets, at the following annual rates:

		Investment Advisory Fees		Investment Advisory Fees After Fee Waivers
Emerging Markets Equity Fund*		1.05	%	[XX]	%

shall remain in effect until January 31, 2022 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board.

A discussion regarding the basis of the Board’s approval of the Fund’s investment advisory and/or sub-advisory agreements is available in the Fund’s Semi-Annual Report, which covers the period of October 1, 2019 through March 31, 2020, and the Fund’s Annual Report, which covers the period of October 1, 2019 to September 30, 2020.

SIMC has registered with the National Futures Association as a “commodity pool operator” under the Commodities Exchange Act (CEA) with respect to certain other products not included in this prospectus. A notice of eligibility for exclusion from the definition of the term “commodity pool operator” has been filed on behalf of the Fund in accordance with CFTC Regulation 4.5 and other relevant rules, regulations and no-action relief. The Trust and the Fund are therefore not subject to registration or regulation as a pool operator under the CEA.

Information About Fee Waivers

Effective January 31, 2021, the Adviser and/or its affiliates have contractually agreed to waive its management fee for the Emerging Markets Equity Fund until January 31, 2022 as necessary to keep the management fee paid by the Fund from exceeding 0.95%. The agreement may be amended or terminated only with the consent of the Board of Trustees.

Sub-Advisers and Portfolio Managers

EMERGING MARKETS EQUITY FUND:

J O Hambro Capital Management Limited: J O Hambro Capital Management Limited (JOHCM), located at 1, St. James’s Market, London, SW1Y 4AH, United Kingdom, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund’s assets allocated to JOHCM. Emery Brewer is the Lead Senior Manager of the JOHCM Emerging Markets Fund. Mr. Brewer has 29 years’ industry experience. 22 of those years have been in Emerging Markets equity fund management, which he gained while working at Driehaus Capital Management from 1997-2007, as a private investor from 2008-2009, and after joining JOHCM in 2010. Mr. Brewer has a B.S. in Economics from the University of Utah and an M.B.A. from the University of Rochester. Dr. Ivo Kovachev is Senior Fund Manager of the JOHCM Emerging Markets Fund. Dr. Kovachev joined JOHCM in 2010 from Kinsale Capital Management, where he was Chief Investment Officer. Previously, Dr. Kovachev spent ten years at Driehaus Capital Management. Dr. Kovachev holds a Masters in Engineering in Management Information Systems from the Prague School of Economics and an M.Sc. in Technology and Innovation Management from the University of Sussex. In addition, Dr. Kovachev holds a Ph.D. in Industrial and Development Policy from the Open University. Dr. Kovachev is also a Fulbright Scholar, having attended the Thunderbird School of Global Management in Arizona.

KBI Global Investors (North America) Ltd: KBI Global Investors (North America) Ltd (KBIGI (North America)), located at 3rd Floor, 2 Harbourmaster Place, IFSC, Dublin 1, D01 X5P3, Ireland, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund’s assets allocated to KBIGI (North America). Gareth Maher is Head of Portfolio Management and has been with the firm since 2000. Mr. Maher joined KBIGI (North America)’s investment team in 2008 and holds a master’s degree in Economic Science from University College Dublin. David Hogarty, Head of Strategy Development, was instrumental in developing the strategy in 2003 and has been a member of the investment team since launch. Mr. Hogarty has 28 years of industry experience. Ian Madden, a Senior Portfolio Manager, joined the firm in 2000 as a Portfolio Assistant. Mr. Madden was appointed Manager of KBIGI (North America)’s Institutional Business Support unit in 2002 and joined the investment team as a Portfolio Manager in 2004. James Collery, a Senior Portfolio Manager, joined the firm in 2001 as a Performance & Risk Analyst. Mr. Collery was appointed a Portfolio Manager on KBIGI (North America)’s Hedge Fund team in 2003 and joined the team as a Portfolio Manager in 2007. John Looby, a Senior Portfolio Manager with KBIGI (North America), joined the firm in September 2014 and has 29 years of industry experience. Prior to joining KBIGI (North America), Mr. Looby was a Senior Investment Manager at Setanta Asset Management, where he was the Lead Senior Portfolio Manager of the flagship Global Equity Fund. Massimiliano Tondi, CFA, FRM, a Senior Portfolio Manager, joined the firm in September 2014 and has 16 years of industry experience. Prior to joining KBIGI (North America), Mr. Tondi was a Quantitative Portfolio Manager at Fideuram Asset Management Ireland since 2011 and served as a Risk Manager at Fideuram Asset Management Ireland since 2007.

Lazard Asset Management LLC: Lazard Asset Management LLC (Lazard), located at 30 Rockefeller Plaza, New York, New York 10112, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund’s assets allocated to Lazard.The team consists of Kevin O’Hare, CFA, Managing Director, Portfolio Manager/Analyst; Peter Gillespie, CFA, Managing Director, Portfolio Manager/Analyst; James Donald, CFA, Managing Director, Portfolio Manager/Analyst; and John R. Reinsberg, Deputy Chairman, International and Global Strategies, Portfolio Manager/Analyst. Mr. O’Hare joined Lazard in 2001 as a Portfolio Manager/Analyst on the Developing Markets Equity team, focusing on the technology, health care, telecommunications and consumer discretionary sectors. Mr. Gillespie joined Lazard in 2007 and is a Director and Portfolio Manager/Analyst on the Developing Markets Equity team, focusing on the industrials, materials and consumer staples sectors. Prior to joining Lazard, Mr. Gillespie was a Portfolio Manager at Newgate Capital, LLP, where he co-managed the Asian portion of an emerging markets equity fund. Mr. Donald joined Lazard in 1996 as a Portfolio Manager/Analyst on the Emerging Markets Equity team and Head of the Emerging Markets Group. Mr. Reinsberg joined Lazard in 1992 as a Portfolio Manager/Analyst on the Global Equity and International Equity portfolio teams. Mr. Reinsberg is also Deputy Chairman of Lazard, responsible for oversight of the firm’s international and global strategies.

Neuberger Berman Investment Advisers LLC: Neuberger Berman Investment Advisers LLC (NBIA; and, together with its affiliates, Neuberger Berman), located at 1290 Avenue of the Americas, New York, New York 10104, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Conrad A. Saldanha, CFA, Managing Director, is responsible for the management of the portion of the Emerging Markets Equity Fund’s assets allocated to NBIA. Mr. Saldanha joined Neuberger Berman in 2008 as a Portfolio Manager. Mr. Saldanha is a Portfolio Manager for the firm’s Global Equity team and is responsible for Emerging Markets equities. Prior to joining NBIA, Mr. Saldanha held several positions at GE Asset Management Inc., most recently serving as Vice President and Co-Portfolio Manager on the Global Emerging Markets product.

Qtron Investments LLC: Qtron Investments LLC (Qtron), located at 200 High Street, 5th Floor, Boston, MA 02110, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund’s assets allocated to Qtron. Dr. Dmitri Kantsyrev cofounded Qtron with Mr. Ronald Hua in 2016. Prior to Qtron, Dr. Kantsyrev served as a director for PanAgora Asset Management’s (Panagora) Dynamic Equity team and was a member of the firm’s Operating Committee (2007-2016). Dr. Kantsyrev led portfolio management and research for the Dynamic Equity team’s global, international, and emerging markets strategies. Prior to PanAgora, Dr. Kantsyrev pursued an academic career as a lecturer at the USC Marshall School of Business and Pepperdine University. Before his switch to finance, Dr. Kantsyrev was a research scientist at the University of Michigan Spin Physics Center. Dr. Kantsyrev holds a Ph.D. in Economics from the University of Southern California and M.S. degrees in Mathematical Finance and Physics. Dr. Kantsyrev is a CFA charterholder, has been published in the Journal of Portfolio Management, and has presented at conferences and seminars. Mr. Ronald Hua cofounded Qtron with Dr. Dmitri Kantsyrev in 2016. Prior to Qtron, Mr. Hua was a partner at Goldman Sachs Asset Management and served as Chief Investment Officer in the Quantitative Investment Strategies Group (2011-2016). Before joining Goldman Sachs Asset Management, Mr. Hua served as the Chief Investment Officer of Equities at PanAgora where he oversaw Dynamic Equity products (2004-2011). Prior to PanAgora, Mr. Hua was a portfolio manager at Putnam Investments managing international and US small-cap funds (1994-2004). Before that, Mr. Hua was a Quantitative Research Analyst at Fidelity Management and Research Company (1994-1999). Mr. Hua holds an M.B.A. and an M.S. in Computer Science from New York University. Mr. Hua is a CFA charterholder. Mr. Hua is on the editorial board of the Journal of Portfolio Management (JPM) and has been published in the JPM.

RWC Asset Advisors (US) LLC: RWC Asset Advisors (US) LLC (RWC), located at 2640 South Bayshore Drive, Suite 201, Miami, Florida 33133, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund’s assets allocated to RWC. The professionals primarily responsible for the day-to-day management are James Johnstone and John Malloy. Mr. Johnstone, Portfolio Manager for RWC’s emerging markets and frontier markets strategies, joined RWC in 2015. Previously, Mr. Johnstone was Senior Managing Director, Director of Investments, and Portfolio Manager at Everest Capital, having joined the Everest Capital group of companies in 2009. Mr. Johnstone was a member of the firm’s Investment Committee. Mr. Johnstone has over twenty years of investment management experience. Mr. Johnstone holds a M.A. in Classics and Modern Languages from Christ Church, Oxford University. Mr. Malloy, Portfolio Manager for RWC’s emerging markets and frontier markets strategies, joined RWC in 2015. Previously, Mr. Malloy was Senior Managing Director, Director of Investments and Portfolio Manager at Everest Capital, and was with the Everest Capital group of companies for 18 years. Mr. Malloy was a member of the firm’s Executive, Investment and Risk Committees. Mr.

Malloy has over 25 years of global investment management and research analysis experience. Mr. Malloy holds a B.S. in Management from Norwich University and an M.B.A. from Boston University.

The SAI provides additional information about the portfolio managers’ compensation, other accounts they manage, and their ownership, if any, of Fund shares.

PURCHASING, EXCHANGING AND SELLING FUND SHARES

The following sections tell you how to purchase, exchange and sell (sometimes called “redeem”) Class F Shares of the Fund. The Fund offers Class F Shares only to financial institutions and intermediaries for their own or their customers’ accounts. For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI.

HOW TO PURCHASE FUND SHARES

Fund shares may be purchased on any Business Day. Authorized financial institutions and intermediaries may purchase, sell or exchange Class F Shares by placing orders with the Transfer Agent or the Fund’s authorized agent. Authorized financial institutions and intermediaries that use certain SEI or third party systems may place orders electronically through those systems. Authorized financial institutions and intermediaries may also place orders by calling 1-800-858-7233. Generally, cash investments must be transmitted or delivered in federal funds to the Fund’s wire agent by the close of business on the day after the order is placed. However, in certain circumstances, the Fund, at its discretion, may allow purchases to settle (i.e., receive final payment) at a later date in accordance with the Fund’s procedures and applicable law. The Fund reserves the right to refuse any purchase requests, particularly those that the Fund reasonably believes may not be in the best interest of the Fund or its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund’s view, is likely to engage in excessive trading (usually defined as four or more “round trips” in the Fund in any twelve-month period). For more information regarding the Fund’s policies and procedures related to excessive trading, please see “Frequent Purchases and Redemptions of Fund Shares” below.

You may be eligible to purchase other classes of shares of the Fund. However, you may only purchase a class of shares that your financial institutions or intermediaries sell or service. Your financial institution representative or intermediaries can tell you which class of shares is available to you.

The Fund calculates its NAV per share once each Business Day as of the close of normal trading on the NYSE (normally, 4:00 p.m. Eastern Time). So, for you to receive the current Business Day’s NAV per share, generally the Fund (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern Time. The Fund will not accept orders that request a particular day or price for the transaction or any other special conditions.

When you purchase, sell or exchange Fund shares through certain financial institutions, you may have to transmit your purchase, sale and exchange requests to these financial institutions at an earlier time for your transaction to become effective that day. This allows these financial institutions time to process your requests and transmit them to the Fund.

Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase, redemption and exchange requests for Fund shares. These requests are executed at the next determined NAV per share after the intermediary receives the request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis.

You will have to follow the procedures of your financial institution or intermediary for transacting with the Fund. You may be charged a fee for purchasing and/or redeeming Fund shares by your financial institution or intermediary.

Pricing of Fund Shares

NAV for one Fund share is the value of that share’s portion of the net assets of the Fund. In calculating NAV, the Fund generally values its investment portfolio at market price. You may obtain the current NAV of the Fund by calling 1-800-DIAL-SEI.

exchange or market (foreign or domestic) on which the securities are traded or, if there is no such reported sale, at the most recent quoted bid price. The Fund values securities traded on NASDAQ at the NASDAQ Official Closing Price. If available, debt securities, swaps (which are not centrally cleared), bank loans or collateralized debt obligations (including collateralized loan obligations), such as those held by the Fund, are priced based upon valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations or other methodologies designed to identify the market value for such securities. Redeemable securities issued by open-end investment companies are valued at the investment company’s applicable NAV per share, with the exception of ETFs, which are priced as equity securities. These open-end investment companies’ shares are offered in separate prospectuses, each of which describes the process by which the applicable investment company’s NAV is determined. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. If a security’s price cannot be obtained, as noted above, the Fund will value the securities using a bid price from at least one independent broker.

On the first day a new debt security purchase is recorded, if a price is not available from a third-party pricing agent or an independent broker, the security may be valued at its purchase price. Each day thereafter, the debt security will be valued according to the Fund’s Fair Value Pricing Policies and Procedures (Fair Value Procedures) until an independent source can be secured. Debt securities held by the Fund with remaining maturities of 60 days or less will be valued by the amortized cost method, which involves valuing a security at its cost on the date of purchase and thereafter (absent unusual circumstances) assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuations in general market rates of interest on the value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by this method, is higher or lower than the price the Fund would receive if it sold the instrument, and the value of securities in the Fund can be expected to vary inversely with changes in prevailing interest rates. Should existing credit, liquidity or interest rate conditions in the relevant markets and issuer specific circumstances suggest that amortized cost does not approximate fair value, then the amortized cost method may not be used.

Options are valued at the last quoted sales price. If there is no such reported sale on the valuation date, long positions are valued at the most recent bid price, and short positions are valued at the most recent ask price.

Futures and swaps cleared through a central clearing house (centrally cleared swaps) are valued at the settlement price established each day by the board of exchange on which they are traded. The daily settlement prices for financial futures and centrally cleared swaps are provided by an independent source. On days when there is excessive volume, market volatility or the future or centrally cleared swap does not end trading, the settlement price may not be available at the time at which the fund calculates its NAV. On such days, the best available price (which is typically the last sales price) may be used to value the Fund’s futures or centrally cleared swaps position.

Foreign currency forward contracts are valued at the current day’s interpolated foreign exchange rate, as calculated using forward rates provided by an independent source.

Prices for most securities held by the Fund are provided daily by third-party independent pricing agents. SIMC or a Sub-Adviser, as applicable, reasonably believes that prices provided by independent pricing agents are reliable. However, there can be no assurance that such pricing service’s prices will be reliable. SIMC or a Sub-Adviser, as applicable, will continuously monitor the reliability of prices obtained from any pricing service and shall promptly notify the Fund’s administrator if it believes that a particular pricing service is no longer a reliable source of prices. The Fund’s administrator, in turn, will notify the Fair Value Pricing Committee (the Committee) if it receives such notification from SIMC or a Sub-Adviser, as applicable, or if the Fund’s administrator reasonably believes that a particular pricing service is no longer a reliable source for prices.

The Fund’s Fair Value Procedures provide that any change in a primary pricing agent or a pricing methodology requires prior approval by the Board or its designated committee. However, when the change would not materially affect the valuation of the Fund’s net assets or involve a material departure in pricing methodology from that of the Fund’s existing pricing agent or pricing methodology, ratification may be obtained at the next regularly scheduled meeting of the Board.

Board. The Fund’s Fair Value Procedures are implemented through the Committee designated by the Board. The Committee is currently composed of one member of the Board, as well as representatives from SIMC and its affiliates.

Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: (i) the security’s trading has been halted or suspended, (ii) the security has been de-listed from a national exchange, (iii) the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open, or (iv) the security’s primary pricing source is not able or willing to provide a price. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. Examples of factors the Committee may consider include: (i) the facts giving rise to the need to fair value, (ii) the last trade price, (iii) the performance of the market or the issuer’s industry, (iv) the liquidity of the security, (v) the size of the holding in the Fund; or (vi) any other appropriate information. The determination of a security’s fair value price often involves the consideration of a number of subjective factors and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available.

The Emerging Markets Equity Fund uses a third-party fair valuation vendor. The vendor provides a fair value for foreign securities held by the Emerging Markets Equity Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security). Values from the vendor are applied in the event that there is a movement in the U.S. market that exceeds a specific threshold that has been established by the Committee. The Committee has also established a “confidence interval,” which is used to determine the level of historical correlation between the value of a specific foreign security and movements in the U.S. market before a particular security will be fair-valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Emerging Markets Equity Fund shall value the non-U.S. securities in its portfolios that exceed the applicable “confidence interval” based upon the adjusted prices provided by the vendor. Additionally, if a local market in which the Emerging Markets Equity Fund owns securities is closed for one or more days (scheduled or unscheduled) while the Fund is open, and if such securities in the Fund’s portfolio exceed the predetermined confidence interval discussed above, then the Fund shall value such securities based on the fair value prices provided by the vendor.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Fund calculates its NAV. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates NAV if an event that could materially affect the value of those securities (a Significant Event), including substantial fluctuations in domestic or foreign markets or occurrences not tied directly to the securities markets, such as natural disasters, armed conflicts or significant governmental actions, has occurred between the time of the security’s last close and the time that the Fund calculates NAV. The Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. As a result, the NAV of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem Fund shares.

A Significant Event may relate to a single issuer or to an entire market sector. If SIMC or a Sub-Adviser becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates NAV, it may request that a Committee meeting be called. In addition, with respect to certain securities, the Fund’s administrator performs price comparisons and price movement review (among other processes), to monitor the pricing data supplied by various sources. Any identified discrepancies are researched and subject to the procedures described above.

Frequent Purchases and Redemptions of Fund Shares

“Market timing” refers to a pattern of frequent purchases and sales of the Fund’s shares, often with the intent of earning arbitrage profits. Market timing of the Fund could harm other shareholders in various ways, including by diluting the value of the shareholders’ holdings, increasing Fund transaction costs, disrupting the portfolio management strategy, causing the Fund to incur unwanted taxable gains and forcing the Fund to hold excess levels of cash.

and procedures on behalf of the Fund to deter short-term trading. The Transfer Agent will monitor trades in an effort to detect short-term trading activities. If, as a result of this monitoring, the Fund determines, in its sole discretion, that a shareholder has engaged in excessive short-term trading, it will refuse to process future purchases or exchanges into the Fund from that shareholder’s account.

A shareholder will be considered to be engaging in excessive short-term trading in the Fund in the following circumstances:

i. if the shareholder conducts four or more “round trips” in the Fund in any twelve-month period. A round trip involves the purchase of shares of the Fund and the subsequent redemption of all or most of those shares. An exchange into and back out of the Fund in this manner is also considered a round trip.

ii. if the Fund determines, in its sole discretion, that a shareholder’s trading activity constitutes excessive short-term trading, regardless of whether such shareholder exceeds the foregoing round trip threshold.

The Fund, in its sole discretion, also reserve the right to reject any purchase request (including exchange requests) for any reason without notice.

Judgments with respect to implementation of the Fund’s policies are made uniformly and in good faith in a manner that the Fund believes is consistent with the best long-term interests of shareholders. When applying the Fund’s policy, the Fund may consider (to the extent reasonably available) an investor’s trading history in all SEI funds, as well as trading in accounts under common ownership, influence or control, and any other information available to the Fund.

The Fund’s monitoring techniques are intended to identify and deter short-term trading in the Fund. However, despite the existence of these monitoring techniques, it is possible that short-term trading may occur in the Fund without being identified. For example, certain investors seeking to engage in short-term trading may be adept at taking steps to hide their identity or activity from the Fund’s monitoring techniques. Operational or technical limitations may also limit the Fund’s ability to identify short-term trading activity.

The Fund and/or its service providers have entered into agreements with financial intermediaries that require them to provide the Fund and/or its service providers with certain shareholder transaction information to enable the Fund and/or its service providers to review the trading activity in the omnibus accounts maintained by financial intermediaries. The Fund may also delegate trade monitoring to the financial intermediaries. If excessive trading is identified in an omnibus account, the Fund will work with the financial intermediary to restrict trading by the shareholder and may request that the financial intermediary prohibit the shareholder from future purchases or exchanges into the Fund.

The Fund may be sold to participant-directed employee benefit plans. The Fund’s ability to monitor or restrict trading activity by individual participants in a plan may be constrained by regulatory restrictions or plan policies. In such circumstances, the Fund will take such action, which may include taking no action, as deemed appropriate in light of all the facts and circumstances.

The Fund may amend these policies and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.

Foreign Investors

The Fund does not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in the Fund subject to the satisfaction of enhanced due diligence.

Customer Identification and Verification and Anti-Money Laundering Program

Federal law requires all financial institutions to obtain, verify and record information that identifies each customer who opens an account. Accounts for the Fund are generally opened through other financial institutions or financial intermediaries. When you open your account through your financial institution or financial intermediary, you will have to provide your name, address, date of birth, identification number and other information that will allow the financial institution or financial intermediary to identify you. When you open an account on behalf of an entity you will have to provide formation documents and identifying information about beneficial owner(s) and controlling parties. This information is subject to verification by the financial institution or financial intermediary to ensure the identity of all persons opening an account.

Your financial institution or financial intermediary is required by law to reject your new account application if the required identifying information is not provided. Your financial institution or intermediary may contact you in an attempt to collect any missing information required on the application, and your application may be rejected if they are unable to obtain this information. In certain instances, your financial institution or financial intermediary may be required to collect documents to establish and verify your identity.

The Fund will accept investments and your order will be processed at the next determined NAV after receipt of your application in proper form (which includes receipt of all identifying information required on the application). The Fund, however, reserves the right to close and/or liquidate your account at the then-current day’s price if the financial institution or financial intermediary through which you open your account is unable to verify your identity. As a result, you may be subject to a gain or loss on Fund shares as well as corresponding tax consequences.

Customer identification and verification are part of the Fund’s overall obligation to deter money laundering under Federal law. The Fund has adopted an Anti-Money Laundering Compliance Program designed to prevent the Fund from being used for money laundering or the financing of terrorist activities. In this regard, the Fund reserves the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.

HOW TO EXCHANGE YOUR FUND SHARES

An authorized financial institution or intermediary may exchange Class F Shares of any fund for Class F Shares of any other fund of SEI Institutional International Trust on any Business Day by placing orders with the Transfer Agent or the Fund’s authorized agent. For information about how to exchange Fund shares through your authorized financial institution or intermediary, you should contact your authorized financial institution or intermediary directly. This exchange privilege may be changed or canceled at any time upon 60 days’ notice. When you exchange shares, you are really selling shares of one fund and buying shares of another fund. Therefore, your sale price and purchase price will be based on the next calculated NAV after the Fund receives your exchange request. All exchanges are based on the eligibility requirements of the fund into which you are exchanging and any other limits on sales of or exchanges in that fund. The Fund reserves the right to refuse or limit any exchange order for any reason, including if the transaction is deemed not to be in the best interest of the Fund’s other shareholders or if it is deemed possibly disruptive to the management of the Fund. When a purchase or exchange order is rejected, the Fund will send notice to the prospective investor or the prospective investor’s financial intermediary.

HOW TO SELL YOUR FUND SHARES

Authorized financial institutions and intermediaries may sell Fund shares on any Business Day by placing orders with the Transfer Agent or the Fund’s authorized agent. Authorized financial institutions and intermediaries that use certain SEI or third party systems may place orders electronically through those systems. Authorized financial institutions and intermediaries may also place orders by calling 1-800-858-7233. For information about how to sell Fund shares through your authorized financial institution or intermediary, you should contact your authorized financial institution or intermediary directly. Your authorized financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next determined NAV after the Fund receives your request or after the Fund’s authorized intermediary receives your request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law.

Receiving Your Money

Normally, the Fund will make payment on your redemption request on the Business Day following the day on which they receive your request, but it may take up to seven days. You may arrange for your proceeds to be wired to your bank account.

Methods Used to Meet Redemption Obligations

The Fund generally pays sale (redemption) proceeds in cash during normal market conditions. To the extent that the Fund does not have sufficient cash holdings for redemption proceeds, it will typically seek to generate such cash through the sale of portfolio assets. The Fund also operates an interfund lending program that enables the Fund to borrow from another Fund on a temporary basis, which, on a less regular basis, may be used to help the Fund satisfy redemptions. Under stressed or unusual conditions that make the payment of cash unwise (and for the protection of the Fund’s remaining shareholders), the Fund might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption and you will bear the investment risk of the distributed securities until the distributed securities are sold. All of these methods may be used during both normal and stressed market conditions.

Low Balance Redemptions

The Fund (or its delegate) may, in its discretion, and upon reasonable notice, redeem in full a financial institution, intermediary or shareholder that fails to maintain an investment of at least $1,000 in the Fund.

Suspension of Your Right to Sell Your Shares

The Fund may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons, as permitted by the Investment Company Act, and the rules and regulations promulgated thereunder. More information about such suspension can be found in the SAI.

Large Redemptions

Large unexpected redemptions to the Fund can disrupt portfolio management and increase trading costs by causing the Fund to liquidate a substantial portion of its assets in a short period of time. Large redemptions may arise from the redemption activity of a single investor, or the activity of a single investment manager managing multiple underlying accounts. In the event of a large unexpected redemption, the Fund may take such steps as implementing a redemption in kind or delaying the delivery of redemption proceeds for up to seven days. Further, the Fund may reject future purchases from that investor or investment manager. An investor or investment manager with a large position in the Fund may reduce the likelihood of these actions if it works with the Fund to mitigate the impact of a large redemption by, for example, providing advance notice to the Fund of a large redemption or by implementing the redemption in stages over a period of time.

Telephone Transactions

Purchasing, selling and exchanging Fund shares over the telephone is extremely convenient, but not without risk. The Fund has certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. If the Fund follows these procedures, the Fund will not be responsible for any losses or costs incurred by following telephone instructions that the Fund reasonably believes to be genuine.

Unclaimed Property

Each state has unclaimed property rules that generally provide for escheatment (or transfer) to the state of unclaimed property, including mutual fund shares, under various circumstances. Such circumstances include inactivity (i.e., no owner-initiated contact for a certain period), returned mail (i.e., when mail sent to a shareholder is returned by the post office, or “RPO,” as undeliverable), or a combination of both inactivity and returned mail. More information on unclaimed property and how to maintain an active account is available through your state.

If you are a resident of certain states, you may designate a representative to receive notice of the potential escheatment of your property. The designated representative would not have any rights to your shares. Please contact your financial intermediary for additional information.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the Fund’s shares.

The Fund is sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors (Financial Advisors) who provide their clients with advice and services in connection with their investments in the Fund. Many Financial Advisors are also associated with broker-dealer firms. SIMC and its affiliates, at their expense, may pay compensation to these broker-dealers or other financial institutions for marketing, promotional or other services. These payments may be significant to these firms and may create an incentive for the firm or its associated Financial Advisors to recommend or offer shares of the Fund to its customers rather than other funds or investment products. These payments are made by SIMC and its affiliates out of their past profits or other available resources. SIMC and its affiliates may also provide other products and services to Financial Advisors. For additional information, please see the Fund’s SAI. You can also ask your Financial Advisor about any payments it receives from SIMC and its affiliates, as well as about fees it charges.

SERVICE OF FUND SHARES

The Fund has adopted a shareholder services plan and agreement (the Service Plan) with respect to Class F Shares that allows such shares to pay service providers a fee in connection with the ongoing servicing of shareholder accounts owning such shares at an annual rate of up to 0.25% of average daily net assets of the Class F Shares. The Service Plan provides that shareholder service fees on Class F Shares will be paid to SIDCo., which may then be used by SIDCo. to compensate financial intermediaries for providing shareholder services with respect to Class F Shares.

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

Portfolio holdings information for the Fund can be obtained on the Internet at the following address: http://www.seic.com/holdings (the Portfolio Holdings Website). Five calendar days after each month end, a list of all portfolio holdings in the Fund as of the end of such month shall be made available on the Portfolio Holdings Website. Beginning on the day after any portfolio holdings information is posted on the Portfolio Holdings Website, such information will be delivered directly to any person who requests it, through electronic or other means. The portfolio holdings information placed on the Portfolio Holdings Website shall remain there until the fifth calendar day of the thirteenth month after the date of which the data relates, at which time it will be permanently removed from the site.

Additional information regarding the information disclosed on the Portfolio Holdings website and the Fund’s policies and procedures on the disclosure of portfolio holdings information is available in the SAI.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

The Fund distributes its investment income periodically as dividends to shareholders. It is the policy of the Emerging Markets Equity Fund to pay dividends at least once annually. The Fund makes distributions of capital gains, if any, at least annually.

You will receive dividends and distributions in cash unless otherwise stated.

[Taxes]

Please consult your tax advisor regarding your specific questions about federal, state, local and foreign income taxes. Below, the Fund has summarized some important U.S. federal income tax issues that affect the Fund and its shareholders. This summary is based on current tax laws, which may change. If you are investing through a tax-deferred arrangement, such as a 401(k) plan or other retirement account, you generally will not be subject to federal taxation on Fund distributions until you begin receiving distributions from your tax-deferred arrangement.

The Tax Cuts and Jobs Act (the Tax Act) made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. Many of the changes applicable to individuals are temporary and only apply to taxable years beginning after December 31, 2017 and before January 1, 2026. There are only minor changes with respect to the specific rules applicable to RICs, such as the Fund. The Tax Act, however, made numerous other changes to the tax rules that may affect shareholders and the Fund. You are urged to consult your own tax advisor regarding how the Tax Act affects your investment in the Fund.

At least annually, the Fund intends to distribute substantially all of its net investment income and its net realized capital gains, if any. The dividends and distributions you receive from the Fund may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions, including distributions of net short-term capital gains but excluding distributions of qualified dividend income, are generally taxable at ordinary income tax rates. Dividends that are qualified dividend income are currently eligible for the reduced maximum tax rate to individuals of 20% (lower rates apply to individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income and certain requirements are satisfied by you and by the Fund. Qualified dividend income is, in general, dividends from domestic corporations and from certain eligible foreign corporations that include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States and those whose stock is tradable on an established securities market in the United States. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains regardless of how long you have held your Fund shares. Long-term capital gains are currently taxable at the maximum tax rate of 20%. The investment strategies of the Emerging Markets Equity Fund may limit its ability to make distributions eligible for the lower tax rates applicable to qualified dividend income.

Because the Fund’s income is derived primarily from investments in foreign rather than domestic U.S. securities their distributions are generally not expected to be eligible for the dividends-received deduction for corporate shareholders.

If you buy shares when the Fund has realized but not yet distributed income or capital gains, you will be “buying a dividend” by paying the full price for the shares and gains and receiving back a portion of the price in the form of a taxable distribution, even though, as an economic matter, the distribution simply constitutes a return of your investment. “Buying a dividend” should be avoided by taxable investors.

Each sale of Fund shares may be a taxable event. For tax purposes, an exchange of your Fund shares for shares of a different Fund is the same as a sale. Any capital gain or loss realized upon a sale of Fund shares is generally treated as long-term gain or loss if the shares have been held for more than twelve months. Capital gain or loss realized upon a sale of Fund shares held for twelve months or less is generally treated as short-term gain or loss, except that any capital loss on the sale of the Fund shares held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to such Fund shares. In certain circumstances, losses realized on the redemption or exchange of Fund shares may be disallowed.

U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% Medicare contribution tax on their “net investment income,” including interest, dividends and capital gains (including capital gains realized on the sale or exchange of shares of the Fund).

The Fund (or its administrative agents) must report to the Internal Revenue Service (IRS) and furnish to Fund shareholders the cost basis information for Fund shares purchased on or after January 1, 2012, and sold on or after that date. In addition to reporting the gross proceeds from the sale of Fund shares, the Fund (or its administrative agent) is also required to report the cost basis information for such shares and indicate whether these shares have a short-term or long-term holding period. For each sale of its shares, the Fund (or its administrative agent) will permit its shareholders to elect from among several IRS-accepted cost basis methods, including average cost. In the absence of an election, the Fund (or its administrative agent) will use a default cost basis method. The cost basis method elected by shareholders (or the cost basis method applied by default) for each sale of the Fund’s shares may not be changed after the settlement date of each such sale of the Fund’s shares. Shareholders should consult their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about cost basis reporting. Shareholders also should carefully review any cost basis information provided to them and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes is recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolios of the Fund.

If more than 50% of the value of the Fund’s total assets at the close of its taxable year consists of stocks and securities of foreign corporations, the Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund, which would allow shareholders to offset some of their U.S. federal income tax. The Fund (or its administrative agent) will notify you if it makes such an election and provide you with the information necessary to reflect foreign taxes paid on your income tax return.

Non-U.S. investors in the Fund may be subject to U.S. withholding tax and are encouraged to consult their tax advisor prior to investing in the Fund.

Because each shareholder’s tax situation is different, you should consult your tax advisor about the tax implications of an investment in the Fund.

The SAI contains more information about taxes.

ADDITIONAL INFORMATION

The Trust enters into contractual arrangements with various parties (including, among others, the Fund’s investment adviser, custodian, administrator and transfer agent, accountants and distributor) who provide services to the Fund. Shareholders are not parties to, or intended (or “third-party”) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or any right to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.

This prospectus and the SAI provide information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. The Fund may make changes to this information from time to time. Neither this prospectus, the SAI nor any document filed as an exhibit to the Trust’s registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Fund and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly by federal or state securities laws.

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about the Class F Shares of the Fund. This information is intended to help you understand the Fund’s financial performance for the past five years. Some of this information reflects financial information for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Fund, assuming you reinvested all of your dividends and distributions.

This information has been derived from the Fund’s financial statements, which have been audited by KPMG LLP, the Fund’s independent registered public accounting firm. Its report, along with the Fund’s financial statements, appears in the annual report. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI.

FOR THE YEARS OR PERIOD ENDED SEPTEMBER 30,
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD

	Net Asset Value, Beginning of Year		Net Investment Income Loss(1)		Net Realized and Unrealized Gains (Losses) on Investments(1)			Total from Operations			Dividends from Net Investment Income			Distributions from Net Realized Gains		Total Dividends and Distributions			Net Asset Value, End of Year	Total Return†		Net Assets End of Year ($ Thousands)		Ratio of Net Expenses to Average Net Assets*		Ratio of Expenses to Average Net Assets (Excluding Fees Paid Indirectly and Including Waivers)**		Ratio of Expenses to Average Net Assets (Excluding Fees Paid Indirectly and Waivers)**		Ratio of Net Investment Income (Loss) to Average Net Assets		Portfolio Turnover Rate†
Emerging Markets Equity Fund
CLASS F(2)
2020	$	XX	$	XX	$	XX		$	XX		$	XX		$	XX	$	XX		XX	XX		$	XX	XX		XX		XX	%	XX	%	XX	%
2019	11.47		0.10		(0.29		)	(0.19		)	(0.07		)	—		(0.07		)	11.21	(1.64	)	$	1,564,523	1.70	(4)	1.70	(4)	1.81	(5)	0.92		89
2018	12.32		0.08		(0.77		)	(0.69		)	(0.16		)	—		(0.16		)	11.47	(5.71	)	1,668,960		1.69	(4)	1.69	(4)	1.80	(5)	0.61		70
2017	10.09		0.07		2.24			2.31			(0.08		)	—		(0.08		)	12.32	23.10		1,821,009		1.74	(4)	1.74	(4)	1.82	(5)	0.65		66
2016	8.43		0.05		1.68			1.73			(0.07		)	—		(0.07		)	10.09	20.66		1,532,960		1.76	(3)(4)	1.76	(3)(4)	1.86	(3)(5)	0.59		79

† Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

* Includes Fees Paid Indirectly, if applicable. See Note 5 in Notes to Financial Statements.

** See Note 5 in Notes to Financial Statements.

(1) Per share net investment income and net realized and unrealized gains (losses) calculated using average shares.

(2) Effective January 31, 2017, Class A Shares converted to Class F Shares of the same Fund.

(3) The expense ratio includes proxy expenses outside the cap.

(4) The expense ratio includes overdraft fees. Had this expense been excluded the ratios would have been [XX]%, 1.70%, 1.69%, 1.74%, and 1.76% for 2020, 2019, 2018, 2017, and 2016.

(5) The expense ratio includes overdraft fees. Had this expense been excluded the ratios would have been [XX]%, 1.80%, 1.80%, 1.82%, and 1.86% for 2020, 2019, 2018, 2017, and 2016.

Amounts designated as “-” are either $0 or have been rounded to $0.

Investment Adviser

SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Distributor

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Legal Counsel

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

More information about the Fund is available without charge through the following:

Statement of Additional Information (SAI)

The SAI, dated January 31, 2021, includes detailed information about the SEI Institutional International Trust. The SAI is on file with the SEC and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus.

Annual and Semi-Annual Reports

These reports list the Fund’s holdings and contain information from the Fund’s managers about Fund strategies, and market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Fund.

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

By Telephone: Call 1-800-DIAL-SEI

By Mail: Write to the Fund at:

One Freedom Valley Drive
Oaks, Pennsylvania 19456

By Internet: The Fund makes available its SAI and Annual and Semi-Annual Reports, free of charge, on or through the Fund’s Website at www.seic.com/fundprospectuses. You can also obtain the SAI, Annual or Semi-Annual Report upon request by telephone or mail.

From the SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as other information about SEI Institutional International Trust, from the EDGAR Database on the SEC’s website (“http://www.sec.gov”). You may request documents by mail from the SEC, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov.

SEI Institutional International Trust’s Investment Company Act registration number is 811-05601.

SEI-F-XXX (X/XX)

seic.com

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED NOVEMBER 25, 2020

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class Y Shares

PROSPECTUS

January 31, 2021

EMERGING MARKETS EQUITY FUND (SEQFX)

Class Y Shares of the Fund appearing in this prospectus may not be available for purchase in all states. You may purchase Fund shares only if they are registered in your state.

Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

SEI INSTITUTIONAL INTERNATIONAL TRUST

About This Prospectus

FUND SUMMARY
EMERGING MARKETS EQUITY FUND	4
Purchase and Sale of Fund Shares	9
Tax Information	9
Payments to Broker-Dealers and Other Financial Intermediaries	9
MORE INFORMATION ABOUT INVESTMENTS	10
MORE INFORMATION ABOUT RISKS	10
Risk Information Common to the Fund	10
More Information About Principal Risks	10
GLOBAL ASSET ALLOCATION	17
MORE INFORMATION ABOUT THE FUND’S BENCHMARK INDEX	17
INVESTMENT ADVISER	17
SUB-ADVISERS	18
Information About Fee Waivers	19
Sub-Advisers and Portfolio Managers	19
PURCHASING, EXCHANGING AND SELLING FUND SHARES	21
HOW TO PURCHASE FUND SHARES	21
Pricing of Fund Shares	22
Frequent Purchases and Redemptions of Fund Shares	24
Foreign Investors	25
Customer Identification and Verification and Anti-Money Laundering Program	25
HOW TO EXCHANGE YOUR FUND SHARES	26
HOW TO SELL YOUR FUND SHARES	26
Receiving Your Money	26
Methods Used to Meet Redemption Obligations	26
Low Balance Redemptions	27
Suspension of Your Right to Sell Your Shares	27
Large Redemptions	27
Telephone Transactions	27
Unclaimed Property	27
DISTRIBUTION OF FUND SHARES	27
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION	28
DIVIDENDS, DISTRIBUTIONS AND TAXES	28
Dividends and Distributions	28
Taxes	28
ADDITIONAL INFORMATION	29
FINANCIAL HIGHLIGHTS	31
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST	Back Cover

EMERGING MARKETS EQUITY FUND

Fund Summary

Investment Goal

Capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)	Class Y Shares
Management Fees	1.05	%
Distribution (12b-1) Fees	None
Other Expenses	[XX]	%
Total Annual Fund Operating Expenses	[XX]	%
Fee Waivers and Expense Reimbursements	[XX]	%*
Total Annual Fund Operating Expenses Less Fee Waivers and Expense Reimbursements	[XX]	%

EXAMPLE

1 Year

3 Years

5 Years

10 Years

Emerging Markets Equity Fund — Class Y Shares

[XX]

PORTFOLIO TURNOVER

Principal Investment Strategies

provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

Principal Risks

Country Concentration Risk—The Fund’s concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.

Risk of Investing in China—Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation.

Investment Style Risk - The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.

companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

Credit Risk - The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund’s performance from year to year for the past ten calendar years and by showing how the Fund’s average annual returns for 1, 5 and 10 years, and since the Fund’s inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

2011	-23.32	%
2012	17.10	%
2013	-0.26	%
2014	-5.10	%
2015	-14.25	%
2016	12.77	%
2017	37.58	%
2018	-18.42	%
2019	20.05	%
2020	[XX]	%
Best Quarter:	Worst Quarter:
[XX%]	[-24.81%]
[XX]	[(09/30/11)]

The Fund’s Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund’s Class F Shares is shown. The Fund’s Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that Class Y Shares have lower total annual fund operating expenses than Class F Shares.

Average Annual Total Returns (for the periods ended December 31, 2020)

Emerging Markets Equity Fund*	1 Year		5 Years		10 Years		Since Inception (1/17/1995)
Return Before Taxes	[XX]	%	[XX]	%	[XX]	%	[XX]	%
Return After Taxes on Distributions	[XX]	%	[XX]	%	[XX]	%	[XX]	%
Return After Taxes on Distributions and Sale of Fund Shares	[XX]	%	[XX]	%	[XX]	%	[XX]	%
MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses)	[XX]	%	[XX]	%	[XX]	%	[XX]	%

* The Fund’s Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund’s Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that Class Y Shares have lower total annual fund operating expenses than Class F Shares.

Management

Investment Adviser and Portfolio Manager. SEI Investments Management Corporation

Portfolio Manager		Experience with the Fund		Title with Adviser
John Lau		Since 2019		Portfolio Manager

Sub-Advisers and Portfolio Managers.

Sub-Adviser	Portfolio Manager	Experience with the Fund	Title with Sub-Adviser
J O Hambro Capital Management Limited	Emery Brewer Dr. Ivo Kovachev	Since 2010 Since 2010	Lead Senior Manager Senior Fund Manager

KBI Global Investors (North America) Ltd	Gareth Maher David Hogarty Ian Madden James Collery John Looby Massimiliano Tondi, CFA, FRM	Since 2012 Since 2012 Since 2012 Since 2012 Since 2014 Since 2014	Head of Portfolio Management Head of Strategy Development Senior Portfolio Manager Senior Portfolio Manager Senior Portfolio Manager Senior Portfolio Manager

Lazard Asset Management LLC	Kevin O’Hare, CFA Peter Gillespie, CFA James Donald, CFA John R. Reinsberg	Since 2010 Since 2010 Since 2010 Since 2010	Managing Director, Portfolio Manager/Analyst Managing Director, Portfolio Manager/Analyst Managing Director, Portfolio Manager/Analyst Deputy Chairman, Portfolio Manager/Analyst

Neuberger Berman Investment Advisers LLC	Conrad A. Saldanha, CFA	Since 2010	Managing Director

Qtron Investments LLC	Dmitri Kantsyrev, Ph.D., CFA Ronald Hua, CFA	Since 2018 Since 2018	Partner, Portfolio Manager Partner, Portfolio Manager

RWC Asset Advisors (US) LLC	James Johnstone John Malloy	Since 2015 Since 2015	Portfolio Manager Portfolio Manager

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page XX of this prospectus.

Purchase and Sale of Fund Shares

The minimum initial investment for Class Y Shares is $100,000 with minimum subsequent investments of $1,000. Such minimums may be waived at the discretion of SIMC. Notwithstanding the foregoing, a higher minimum investment amount may be required for certain types of investors to be eligible to invest in Class Y Shares, as set forth in “Purchasing, Exchanging and Selling Fund Shares” on page XX. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). You may sell your Fund shares by contacting your authorized financial institution or intermediary directly. Authorized financial institutions and intermediaries may redeem Fund shares on behalf of their clients by contacting the Fund’s transfer agent (the Transfer Agent) or the Fund’s authorized agent, using certain SEI Investments Company (SEI) or third party systems or by calling 1-800-858-7233, as applicable.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

MORE INFORMATION ABOUT INVESTMENTS

The Fund is a mutual fund. A mutual fund pools shareholders’ money and, using professional investment managers, invests it in securities and certain other instruments.

MORE INFORMATION ABOUT RISKS

Risk Information Common to the Fund

More Information About Principal Risks

The following descriptions provide additional information about some of the risks of investing in the Fund:

more volatile than investment grade securities. Discontinuation of these payments could substantially adversely affect the market value of the security.

Country Concentration— The Fund’s concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in Foreign Investment/Emerging and Frontier Markets.

Economic Risk of Global Health Events — The market value of the Fund’s investments may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets based on negative developments in the U.S. and global economies. Economic, political, and financial conditions or industry or economic trends or developments may, from time to time, and for varying periods of time, cause volatility,

illiquidity or other potentially adverse effects in the financial markets, including the fixed-income market. The commencement, continuation or ending of government policies and economic stimulus programs, changes in money policy, increases or decreases in interest rates, war, acts of terrorism, recessions, or other actual or perceived factors or events that affect the financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions, and other adverse effects that could negatively impact the Fund’s performance. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund. Recent examples include pandemic risks related to a coronavirus (COVID-19) and aggressive measures taken worldwide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The impact of the COVID-19 pandemic may last for an extended period of time and could result in a substantial economic downturn or recession.

These investment vehicles may be extremely volatile and can potentially expose the Fund to complete loss of its investment.

Leverage — Certain Fund transactions, such as derivatives or reverse repurchase agreements, may give rise to a form of leverage. The use of leverage can amplify the effects of market volatility on the Fund’s share price and make the Fund’s returns more volatile. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. The use of leverage may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.

LIBOR Replacement — On July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop compelling or inducing banks to submit London Inter-Bank Offered Rate (LIBOR) rates after 2021. The elimination of the LIBOR may adversely affect the interest rates on, and value of, certain Fund investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. However, it remains unclear if LIBOR will continue to exist in its current, or a modified, form. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Financing Rate (SOFR), which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Fund. The effect of any changes to, or discontinuation of, LIBOR on the Fund will vary depending on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Fund until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.

exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the “style” of the option.

Participation Notes (P-Notes) — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Risk of Investing in China—China is an emerging market, and as a result, investments in securities of companies organized and listed in China may be subject to liquidity constraints and significantly higher volatility, from time to time, than investments in securities of more developed markets. China may be subject to considerable government intervention and varying degrees of economic, political and social instability. Internal social unrest or confrontations with other neighboring countries could have a significant impact on the economy of China. Reduction in spending on Chinese products and services, institution of tariffs or other trade barriers, or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy. There also is no guarantee that the Chinese government will not revert from its current open-market economy to an economic policy of central planning. These factors may result in, among other things, a greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. Accounting, auditing and financial reporting standards in China are different from U.S. standards and, therefore, disclosure of certain material information may not be made, may be less available, or may be less reliable. It may also be difficult or impossible for the Fund, U.S. authorities and regulators to obtain or enforce a judgment in a Chinese court.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), which was signed into law on July 21, 2010, created a new statutory framework that comprehensively regulated the OTC derivatives markets for the first time. Key Dodd-Frank Act provisions relating to OTC derivatives require rulemaking by the SEC and the CFTC, not all of which has been proposed or finalized as of the date of this prospectus. Prior to the Dodd-Frank Act, the OTC derivatives markets were traditionally traded on a bilateral basis (so-called “bilateral OTC transactions”). Under the Dodd-Frank Act, certain OTC derivatives transactions are now required to be centrally cleared and traded on exchanges or electronic trading platforms called swap execution facilities (SEFs). Bilateral OTC transactions differ from exchange-traded or cleared derivatives transactions in several respects. Bilateral OTC transactions are transacted directly with dealers and not with a clearing corporation. As bilateral OTC transactions are entered into directly with a dealer, there is a risk of nonperformance by the dealer as a result of its insolvency or otherwise. Under recently-adopted regulations by the CFTC and federal banking regulators (Margin Rules), the Fund is required to post collateral (known as variation margin) to cover the mark-to-market exposure in respect of its uncleared swaps.

GLOBAL ASSET ALLOCATION

MORE INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

The following information describes the index referred to in the Performance Information section of this prospectus.

INVESTMENT ADVISER

· researching and recommending to the Board, the hiring, termination and replacement of Sub-Advisers;

· allocating, on a continuous basis, assets of the Fund among the Sub-Advisers (to the extent the Fund has more than one Sub-Adviser);

· monitoring and evaluating each Sub-Adviser’s performance;

· overseeing the Sub-Advisers to ensure compliance with the Fund’s investment objectives, policies and restrictions; and

· monitoring each Sub-Adviser’s adherence to its investment style.

The following portfolio manager is primarily responsible for the management and oversight of the Fund, as described above.

SUB-ADVISERS

For the fiscal year ended September 30, 2020, SIMC received investment advisory fees as a percentage of the Fund’s average daily net assets, at the following annual rates:

		Investment Advisory Fees		Investment Advisory Fees After Fee Waivers
Emerging Markets Equity Fund*		1.05	%	[XX]	%

* Renewed as of January 31, 2021, SIMC, the Emerging Market Equity Fund’s investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2022 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board.

Information About Fee Waivers

Sub-Advisers and Portfolio Managers

EMERGING MARKETS EQUITY FUND:

team as a Portfolio Manager in 2007. John Looby, a Senior Portfolio Manager with KBIGI (North America), joined the firm in September 2014 and has 29 years of industry experience. Prior to joining KBIGI (North America), Mr. Looby was a Senior Investment Manager at Setanta Asset Management, where he was the Lead Senior Portfolio Manager of the flagship Global Equity Fund. Massimiliano Tondi, CFA, FRM, a Senior Portfolio Manager, joined the firm in September 2014 and has 16 years of industry experience. Prior to joining KBIGI (North America), Mr. Tondi was a Quantitative Portfolio Manager at Fideuram Asset Management Ireland since 2011 and served as a Risk Manager at Fideuram Asset Management Ireland since 2007.

Lazard Asset Management LLC: Lazard Asset Management LLC (Lazard), located at 30 Rockefeller Plaza, New York, New York 10112, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to Lazard. The team consists of Kevin O'Hare, CFA, Managing Director, Portfolio Manager/Analyst; Peter Gillespie, CFA, Managing Director, Portfolio Manager/Analyst; James Donald, CFA, Managing Director, Portfolio Manager/Analyst; and John R. Reinsberg, Deputy Chairman, International and Global Strategies, Portfolio Manager/Analyst. Mr. O'Hare joined Lazard in 2001 as a Portfolio Manager/Analyst on the Developing Markets Equity team, focusing on the technology, health care, telecommunications and consumer discretionary sectors. Mr. Gillespie joined Lazard in 2007 and is a Director and Portfolio Manager/Analyst on the Developing Markets Equity team, focusing on the industrials, materials and consumer staples sectors. Prior to joining Lazard, Mr. Gillespie was a Portfolio Manager at Newgate Capital, LLP, where he co-managed the Asian portion of an emerging markets equity fund. Mr. Donald joined Lazard in 1996 as a Portfolio Manager/Analyst on the Emerging Markets Equity team and Head of the Emerging Markets Group. Mr. Reinsberg joined Lazard in 1992 as a Portfolio Manager/Analyst on the Global Equity and International Equity portfolio teams. Mr. Reinsberg is also Deputy Chairman of Lazard, responsible for oversight of the firm's international and global strategies.

professionals primarily responsible for the day-to-day management are James Johnstone and John Malloy. Mr. Johnstone, Portfolio Manager for RWC’s emerging markets and frontier markets strategies, joined RWC in 2015. Previously, Mr. Johnstone was Senior Managing Director, Director of Investments, and Portfolio Manager at Everest Capital, having joined the Everest Capital group of companies in 2009. Mr. Johnstone was a member of the firm’s Investment Committee. Mr. Johnstone has over twenty years of investment management experience. Mr. Johnstone holds a M.A. in Classics and Modern Languages from Christ Church, Oxford University. Mr. Malloy, Portfolio Manager for RWC’s emerging markets and frontier markets strategies, joined RWC in 2015. Previously, Mr. Malloy was Senior Managing Director, Director of Investments and Portfolio Manager at Everest Capital, and was with the Everest Capital group of companies for 18 years. Mr. Malloy was a member of the firm’s Executive, Investment and Risk Committees. Mr. Malloy has over 25 years of global investment management and research analysis experience. Mr. Malloy holds a B.S. in Management from Norwich University and an M.B.A. from Boston University.

The SAI provides additional information about the portfolio managers’ compensation, other accounts they manage, and their ownership, if any, of Fund shares.

PURCHASING, EXCHANGING AND SELLING FUND SHARES

This section tells you how to purchase, exchange and sell (sometimes called “redeem”) Class Y Shares of the Fund. Class Y Shares may only be purchased by:

· independent investment advisers investing for the benefit of their clients through accounts held at SEI Private Trust Company, that, after requesting access to Class Y Shares, are approved by the SEI Funds (or their delegate) to purchase Class Y Shares due to the investment adviser having purchased and held (i.e., on a net basis taking into account purchases and redemptions) a minimum of $300,000,000 of client assets in non-money market SEI Funds for at least one year from the date of the request (or such shorter period of time as determined solely by the SEI Funds (or their delegates)) and remaining above this threshold thereafter. For these purposes, the SEI Funds (or their delegate) consider an independent investment adviser to be an individual or a group of related individuals that, in the sole determination of the SEI Funds (or their delegate), operate as a distinct customer of SEI;

· bank trust departments or other financial firms, for the benefit of their clients, that have entered into an agreement with the Fund’s Distributor permitting the purchase of Class Y Shares;

· institutions, such as defined benefit plans, defined contribution plans, healthcare plans and board designated funds, insurance operating funds, foundations, endowments, public plans and Taft-Hartley plans, subject to a minimum initial investment of least $25,000,000 in Class Y Shares of the SEI Funds;

· clients that have entered into an investment advisory agreement with SIMC with respect to their assets invested in the Funds; and

· other SEI mutual funds.

In the event a Class Y shareholder no longer meets the eligibility requirements to purchase Class Y Shares (as noted in the section), the SEI Funds (or their delegate) may, in their discretion, elect to convert such shareholder’s Class Y Shares into a Class of shares of the same Fund(s) for which such shareholder does meet the eligibility requirements. Without limiting the foregoing, this may include situations, as applicable, where the shareholder’s independent investment adviser, bank trust department or financial firm no longer meets the eligibility criteria noted above or the shareholder no longer meets the eligibility criteria (for example, by terminating their relationship with an eligible adviser or firm). In all cases, if a client meets the eligibility requirements for more than one other Class of shares, then such client’s Class Y shares shall be convertible into shares of the Class having the lowest total annual operating expenses (disregarding fee waivers) for which such clients meet the eligibility requirements.

For information on how to open an account and set up procedures for placing transactions, please call 1-800-DIAL-SEI.

HOW TO PURCHASE FUND SHARES

Fund shares may be purchased on any Business Day. Authorized financial institutions and intermediaries may purchase, sell or exchange Class Y Shares by placing orders with the Transfer Agent or the Fund’s authorized agent.

Authorized financial institutions and intermediaries that use certain SEI or third party systems may place orders electronically through those systems. Authorized financial institutions and intermediaries may also place orders by calling 1-800-858-7233. Generally, cash investments must be transmitted or delivered in federal funds to the Fund’s wire agent by the close of business on the day after the order is placed. However, in certain circumstances, the Fund, at its discretion, may allow purchases to settle (i.e., receive final payment) at a later date in accordance with the Fund’s procedures and applicable law. The Fund reserves the right to refuse any purchase requests, particularly those that the Fund reasonably believes may not be in the best interest of the Fund or its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund’s view, is likely to engage in excessive trading (usually defined as four or more “round trips” in the Fund in any twelve-month period). For more information regarding the Fund’s policies and procedures related to excessive trading, please see “Frequent Purchases and Redemptions of Fund Shares” below.

Pricing of Fund Shares

When valuing portfolio securities, the Fund values securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on National Association of Securities Dealers Automated Quotations (NASDAQ) or as otherwise noted below) at the last quoted sale price on an exchange or market (foreign or domestic) on which the securities are traded or, if there is no such reported sale, at the most recent quoted bid price. The Fund values securities traded on NASDAQ at the NASDAQ Official Closing Price. If available, debt securities, swaps (which are not centrally cleared), bank loans or collateralized debt obligations (including collateralized loan obligations), such as those held by the Fund, are priced based upon valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations or other methodologies designed to identify the market value for such securities. Redeemable securities issued by open-end investment companies are valued at the investment company’s applicable NAV per share, with the exception of ETFs, which are priced as equity securities. These open-end investment companies’ shares are offered in separate prospectuses, each of which describes the process by which the applicable investment company’s NAV is determined. The prices of foreign securities are reported in local currency and converted to U.S. dollars using

currency exchange rates. If a security’s price cannot be obtained, as noted above, the Fund will value the securities using a bid price from at least one independent broker.

Foreign currency forward contracts are valued at the current day’s interpolated foreign exchange rate, as calculated using forward rates provided by an independent source.

Securities for which market prices are not “readily available,” are determined to be unreliable or cannot be valued using the methodologies described above are valued in accordance with Fair Value Procedures established by the Board. The Fund’s Fair Value Procedures are implemented through the Committee designated by the Board. The Committee is currently composed of one member of the Board, as well as representatives from SIMC and its affiliates.

other appropriate information. The determination of a security’s fair value price often involves the consideration of a number of subjective factors and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available.

Frequent Purchases and Redemptions of Fund Shares

The Fund is intended to be long-term investment vehicles and is not designed for investors that engage in short-term trading activity (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa, in an effort to take advantage of short-term market movements). Accordingly, the Board has adopted policies and procedures on behalf of the Fund to deter short-term trading. The Transfer Agent will monitor trades in an effort to detect short-term trading activities. If, as a result of this monitoring, the Fund determines, in its sole discretion, that a shareholder has engaged in excessive short-term trading, it will refuse to process future purchases or exchanges into the Fund from that shareholder’s account.

A shareholder will be considered to be engaging in excessive short-term trading in the Fund in the following circumstances:

The Fund, in its sole discretion, also reserve the right to reject any purchase request (including exchange requests) for any reason without notice.

The Fund may amend these policies and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.

Foreign Investors

The Fund does not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in the Fund subject to the satisfaction of enhanced due diligence.

Customer Identification and Verification and Anti-Money Laundering Program

HOW TO EXCHANGE YOUR FUND SHARES

An authorized financial institution or intermediary may exchange Class Y Shares of any Fund for Class Y Shares of any other fund of SEI Institutional International Trust on any Business Day by placing orders with the Transfer Agent or the Fund’s authorized agent. For information about how to exchange Fund shares through your authorized financial institution or intermediary, you should contact your authorized financial institution or intermediary directly. This exchange privilege may be changed or canceled at any time upon 60 days’ notice. When you exchange shares, you are really selling shares of one fund and buying shares of another fund. Therefore, your sale price and purchase price will be based on the next calculated NAV after the Fund receives your exchange request. All exchanges are based on the eligibility requirements of the fund into which you are exchanging and any other limits on sales of or exchanges in that fund. The Fund reserves the right to refuse or limit any exchange order for any reason, including if the transaction is deemed not to be in the best interest of the Fund’s other shareholders or if it is deemed possibly disruptive to the management of the Fund. When a purchase or exchange order is rejected, the Fund will send notice to the prospective investor or the prospective investor’s financial intermediary.

HOW TO SELL YOUR FUND SHARES

Receiving Your Money

Methods Used to Meet Redemption Obligations

with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption and you will bear the investment risk of the distributed securities until the distributed securities are sold. All of these methods may be used during both normal and stressed market conditions.

Low Balance Redemptions

Suspension of Your Right to Sell Your Shares

Large Redemptions

Telephone Transactions

Unclaimed Property

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the Fund’s shares.

of their past profits or other available resources. SIMC and its affiliates may also provide other products and services to Financial Advisors. For additional information, please see the Fund’s SAI. You can also ask your Financial Advisor about any payments it receives from SIMC and its affiliates, as well as about fees it charges.

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

You will receive dividends and distributions in cash unless otherwise stated.

[Taxes]

Markets Equity Fund may limit its ability to make distributions eligible for the lower tax rates applicable to qualified dividend income.

Non-U.S. investors in the Fund may be subject to U.S. withholding tax and are encouraged to consult their tax advisor prior to investing in the Fund.

Because each shareholder’s tax situation is different, you should consult your tax advisor about the tax implications of an investment in the Fund.

The SAI contains more information about taxes.

ADDITIONAL INFORMATION

Shareholders are not parties to, or intended (or “third-party”) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or any right to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about the Class Y Shares of the Fund. This information is intended to help you understand the Fund’s financial performance for the past five years, or, if shorter, the period of the Fund’s operations. Some of this information reflects financial information for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Fund, assuming you reinvested all of your dividends and distributions.

FOR THE YEARS OR PERIOD ENDED SEPTEMBER 30,
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD

Emerging Markets Equity Fund	Net Asset Value, Beginning of Period		Net Investment Income Loss(1)		Net Realized and Unrealized Gains (Losses) on Investments(1)			Total from Operations			Dividends from Net Investment Income			Distributions from Net Realized Gains		Total Dividends and Distributions			Net Asset Value, End of Year		Total Return†		Net Assets End of Year ($ Thousands)		Ratio of Net Expenses to Average Net Assets*		Ratio of Expenses to Average Net Assets (Excluding Fees Paid Indirectly and Including Waivers)**		Ratio of Expenses to Average Net Assets (Excluding Fees Paid Indirectly and Waivers)**		Ratio of Net Investment Income (Loss) to Average Net Assets		Portfolio Turnover Rate†
CLASS Y
2020	$	[XX]	$	[XX]	$	[XX]		$	[XX]		$	[XX]		$	[XX]	$	[XX]		$	[XX]	[XX]	%	$	[XX]	[XX]	%(3)	[XX]	%(3)	[XX]	%(4)	[XX]	%	[XX]	%
2019	$	11.49	$	0.14	$	(0.31	)	$	(0.17	)	$	(0.10	)	$	—	$	(0.10	)	$	11.22	(1.44	)%	$	145,600	1.45	%(3)	1.45	%(3)	1.56	%(4)	1.25	%	89	%
2018	12.35		0.11		(0.76		)	(0.65		)	(0.21		)	—		(0.21		)	11.49		(5.46	)	125,594		1.44	(3)	1.44	(3)	1.55	(4)	0.89		70
2017	10.11		0.10		2.24			2.34			(0.10		)	—		(0.10		)	12.35		23.46		125,400		1.49	(3)	1.49	(3)	1.57	(4)	0.93		66
2016	8.45		0.09		1.66			1.75			(0.09		)	—		(0.09		)	10.11		20.95		72,218		1.52	(2)(3)	1.52	(2)(3)	1.62	(2)(4)	0.96		79

† Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

* Includes Fees Paid Indirectly, if applicable. See Note 5 in Notes to Financial Statements.

** See Note 5 in Notes to Financial Statements.

(1) Per share net investment income and net realized and unrealized gains (losses) calculated using average shares.

(2) The expense ratio includes proxy expenses outside the cap.

(3) The expense ratio includes overdraft fees. Had this expense been excluded the ratios would have been [XX]%, 1.45%, 1.44%, 1.49%, and 1.52% for 2020, 2019, 2018, 2017, and 2016.

(4) The expense ratio includes overdraft fees. Had this expense been excluded the ratios would have been [XX]%, 1.55%, 1.55%, 1.58%, and 1.62% for 2020, 2019, 2018, 2017, and 2016.

Amounts designated as “—” are either $0 or have been rounded to $0.

Investment Adviser

SEI Investments Management Corporation

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Distributor

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Legal Counsel

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103

More information about the Fund is available without charge through the following:

Statement of Additional Information (SAI)

Annual and Semi-Annual Reports

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

By Telephone: Call 1-800-DIAL-SEI

By Mail: Write to the Fund at:

One Freedom Valley Drive

Oaks, Pennsylvania 19456

SEI Institutional International Trust’s Investment Company Act registration number is 811-05601.

SEI-F-XXX (X/XX)

seic.com

SUBJECT TO COMPLETION

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER 25, 2020

STATEMENT OF ADDITIONAL INFORMATION

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class F Shares

Emerging Markets Equity Fund (SIEMX)

Class Y Shares

Emerging Markets Equity Fund (SEQFX)

Investment Adviser:

SEI Investments Management Corporation

Administrator:

SEI Investments Global Funds Services

Distributor:

SEI Investments Distribution Co.

Sub-Advisers:

J O Hambro Capital Management Limited
KBI Global Investors (North America) Ltd
Lazard Asset Management LLC
Neuberger Berman Investment Advisers LLC
Qtron Investments LLC

RWC Asset Advisors (US) LLC

This Statement of Additional Information is not a prospectus. It is intended to provide additional information regarding the activities and operations of SEI Institutional International Trust (the “Trust”), and should be read in conjunction with the Trust’s Class F and Class Y Shares prospectuses (the “Prospectuses”), each dated January 31, 2021. The Prospectuses may be obtained upon request and without charge by writing the Trust’s distributor, SEI Investments Distribution Co., One Freedom Valley Drive, Oaks, Pennsylvania 19456, or by calling 1-800-342-5734.

The Trust’s financial statements for the fiscal year ended September 30, 2020, including notes thereto and the report of the Independent Registered Public Accounting Firm thereon, are herein incorporated by reference from the Trust’s 2020 Annual Report. A copy of the 2020 Annual Report must accompany the delivery of this Statement of Additional Information.

January 31, 2021

SEI-F-XXX (X/XX)

TABLE OF CONTENTS

GLOSSARY OF TERMS		4
THE TRUST		1
INVESTMENT OBJECTIVES AND POLICIES		1
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS		2
American Depositary Receipts		2
Country Concentration		3
Derivatives		3
Economic Risks of Global Health Events		4
Equity-Linked Warrants		4
Equity Securities		5
Exchange-Traded Products (“ETPs”)		6
Foreign Securities and Emerging and Frontier Markets		7
Forward Foreign Currency Contracts		13
Futures Contracts and Options on Futures Contracts		16
Illiquid Securities		17
Interfund Lending and Borrowing Arrangements		17
Investment Companies		18
LIBOR Replacement		19
MiFID II		20
Options		20
Participation Notes (“P-Notes”)		21
Privatizations		22
Put Transactions		22
Quantitative Investing		22
Restricted Securities		23
Risks of Cyber Attacks		23
Securities Lending		23
Swaps, Caps, Floors, Collars and Swaptions		24
INVESTMENT LIMITATIONS		27
THE ADMINISTRATOR AND TRANSFER AGENT		29
THE ADVISER AND SUB-ADVISERS		30
DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING		46
SECURITIES LENDING ACTIVITY		47
TRUSTEES AND OFFICERS OF THE TRUST		48
PROXY VOTING POLICIES AND PROCEDURES		56
PURCHASE AND REDEMPTION OF SHARES		57
TAXES		58
PORTFOLIO TRANSACTIONS		65
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION		68
DESCRIPTION OF SHARES		68
LIMITATION OF TRUSTEES’ LIABILITY		69
CODES OF ETHICS		69
VOTING		69
SHAREHOLDER LIABILITY		69

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES		69
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		70
CUSTODIAN		70
LEGAL COUNSEL		70
APPENDIX A—DESCRIPTION OF CORPORATE BOND RATINGS		1

January 31, 2021

GLOSSARY OF TERMS

The following terms are used throughout this SAI, and have the meanings set forth below. Because the following is a combined glossary of terms used for all the SEI Funds, certain terms below may not apply to your fund. Any terms used but not defined herein have the meaning ascribed to them in the applicable Fund’s prospectus or as otherwise defined in this SAI.

Term		Definition
1933 Act		Securities Act of 1933, as amended
1940 Act		Investment Company Act of 1940, as amended
ADRs		American Depositary Receipts
Bank Loan Rate		The rate of interest that would be charged by a bank for short-term borrowings
Board		The Trust’s Board of Trustees
CATS		Certificates of Accrual on Treasury Securities
CDRs		Continental Depositary Receipts
CFTC		Commodities Futures Trading Commission
Code		Internal Revenue Code of 1986, as amended
Confidential Information		Material, non-public information
Dodd-Frank Act		Dodd-Frank Wall Street Reform and Consumer Protections Act
EDRs		European Depositary Receipts
ETFs		Exchange-Traded Funds
ETNs		Exchange-Traded Notes
ETPs		Exchange-Traded Products
EU		European Union
Fannie Mae		Federal National Mortgage Association
GDRs		Global Depositary Receipts
IRS		Internal Revenue Service
LIBOR		London Interbank Offered Rate
Liquidity Fund		SEI Liquidity Fund, LP
LYONs		Liquid Yield Option Notes
MiFID II		Directive 2014/61/EU on markets in financial instruments and Regulation 600/2014/EU on markets in financial instruments
Moody’s		Moody’s Investors Service, Inc.
NAV		Net Asset Value
NDFs		Non-Deliverable Forwards
OTC		Over-the-Counter
PIPEs		Private Investments in Public Equity
P-Notes		Participation Notes
Program		SEI Funds’ interfund lending program
QFII		Qualified Foreign Institutional Investor
REITs		Real Estate Investment Trusts
REMICs		Real Estate Mortgage Investment Conduits
Repo Rate		rate of interest for an investment in overnight repurchase agreements

RIC		Regulated Investment Company
S&P		Standard & Poor’s Rating Group
SEC		U.S. Securities and Exchange Commission
SEI Funds		The existing or future investment companies registered under the 1940 Act that are advised by SIMC
STRIPS		Separately Traded Registered Interest and Principal Securities
TIGRs		Treasury Investment Growth Receipts
TRs		Treasury Receipts
UK		United Kingdom
World Bank		International Bank of Reconstruction and Development

THE TRUST

SEI Institutional International Trust (the “Trust”) is an open-end management investment company that offers shares of diversified and non-diversified portfolios (only International Fixed Income and Emerging Markets Debts Funds are non-diversified). The Trust was established as a Massachusetts business trust pursuant to an Agreement and Declaration of Trust dated June 28, 1988. The Amended and Restated Agreement and Declaration of Trust permits the Trust to offer separate series (“portfolios”) of units of beneficial interest (“shares”) and separate classes of shares of such portfolios. Shareholders may purchase shares in certain portfolios through separate classes. Class F, Class I and Class Y Shares may be offered, which provide for variations in transfer agent fees, shareholder servicing fees, administrative servicing fees, distribution fees, dividends and certain voting rights. Except for differences among the classes pertaining to shareholder servicing, administrative servicing, distribution voting rights, dividends and transfer agent expenses, each share of each portfolio represents an equal proportionate interest in that portfolio with each other share of that portfolio.

This Statement of Additional Information (“SAI”) relates to the Emerging Markets Equity Fund (the “Fund”), including all classes of the Fund.

The investment adviser, SEI Investments Management Corporation (“SIMC” or the “Adviser”) and investment sub-advisers to the Funds (each, a “Sub-Adviser” and together, the “Sub-Advisers”) are referred to collectively as the “advisers.”

INVESTMENT OBJECTIVES AND POLICIES

EMERGING MARKETS EQUITY FUND—The Emerging Markets Equity Fund seeks to provide capital appreciation. There can be no assurance that the Fund will achieve its investment objective.

Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of emerging market issuers. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of foreign companies located in emerging market countries. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. The Fund’s advisers consider emerging market issuers to include: (i) companies the securities of which are principally traded in the capital markets of emerging market countries; (ii) companies that derive at least 50% of their total revenue from either goods produced or services rendered in emerging market countries, regardless of where the securities of such companies are principally traded; or (iii) companies that are organized under the laws of, and have a principal office in, an emerging market country. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund’s portfolio under the general supervision of SIMC.

There is no restriction on the maturity of any single instrument held by the Fund. Maturities may vary widely depending on the advisers’ assessment of interest rate trends and other economic and market factors. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by the Fund.

Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: (i) government obligations; (ii) certificates of deposit; (iii) bankers’ acceptances; (iv) time deposits; (v) commercial paper; (vi) short-term corporate debt issues and repurchase agreements; and (vii) may hold a portion of its assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes.

The Fund may purchase futures contracts or shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. Pursuant to orders issued by the SEC to certain ETF complexes and procedures approved by the Board, the Fund may invest in such ETFs in excess of the limitations otherwise imposed by the federal securities laws, provided that the Fund otherwise complies with the conditions of the applicable SEC orders, as they may be amended, and any other investment limitations applicable to the Fund. The particular ETF complexes in which the Fund may invest and additional information about the limitations of such investments are further described under the heading “Exchange-Traded Funds” in the sub-section “Investment Companies” of the “Description of Permitted Investments and Risk Factors” section below. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries and securities of small capitalization companies.

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following are descriptions of the permitted investments and investment practices of the Funds, including those discussed in the applicable Prospectuses and the Funds’ “Investment Objectives and Policies” section of this SAI and the associated risk factors. A Fund may purchase any of these instruments and/or engage in any of these investment practices if, in the opinion of the advisers, such investments or investment practices will be advantageous to the Fund. A Fund is free to reduce or eliminate its activity in any of these areas. SIMC or a Sub-Adviser, as applicable, may invest in any of the following instruments or engage in any of the following investment practices unless such investment or activity is inconsistent with or not permitted by a Fund’s stated investment policies. There is no assurance that any of these strategies or any other strategies and methods of investment available to a Fund will result in the achievement of the Fund’s investment objectives.

AMERICAN DEPOSITARY RECEIPTS-ADRs, as well as other “hybrid” forms of ADRs, including EDRs, CDRs and GDRs, are certificates evidencing ownership of shares of a foreign issuer. Depositary receipts may be sponsored or unsponsored. These certificates are issued by depositary banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer’s home country. The depositary bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.

Investments in the securities of foreign issuers may subject a Fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuation in value due to changes in exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally, subject to less government supervision and regulation and different accounting treatment than are those in the United States.

Although the two types of depositary receipt facilities (unsponsored and sponsored) are similar, there are differences regarding a holder’s rights and obligations and the practices of market participants. A depositary may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer. Typically, however, the depositary requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depositary usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions and the performance of other services. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the

underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.

Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depositary and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depositary and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depositary), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositaries of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions and other shareholder communications and information to the depositary receipt holders at the underlying issuer’s request.

COUNTRY CONCENTRATION-A Fund’s concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in Foreign Securities and Emerging and Frontier Markets.

DERIVATIVES-In an attempt to reduce systemic and counterparty risks associated with OTC derivatives transactions, the Dodd-Frank Act requires that a substantial portion of OTC derivatives be executed in regulated markets and submitted for clearing to regulated clearinghouses. The CFTC also requires a substantial portion of derivative transactions that have historically been executed on a bilateral basis in the OTC markets to be executed through a regulated swap execution facility or designated contract market. The SEC is expected to impose a similar requirement with respect to security-based swaps. Such requirements could limit the ability of the Funds to invest or remain invested in derivatives and may make it more difficult and costly for investment funds, including the Funds, to enter into highly tailored or customized transactions. They may also render certain strategies in which a Fund might otherwise engage impossible or so costly that they will no longer be economical to implement.

OTC trades submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as well as possible SEC- or CFTC-mandated margin requirements. The regulators also have broad discretion to impose margin requirements on non-cleared OTC derivatives. Under recently-adopted regulations by the CFTC and federal banking regulators, a Fund is required to post collateral (known as variation margin) to cover the mark-to-market exposure in respect of its uncleared swaps. These rules also mandate that collateral in the form of initial margin be posted to cover potential future exposure attributable to uncleared swap transactions. In the event a Fund is required to post collateral in the form of initial margin in respect of its uncleared swap transactions, all such collateral will be posted with a third party custodian pursuant to a triparty custody agreement between the Fund, its dealer counterparty and an unaffiliated custodian .

Although the Dodd-Frank Act requires many OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, certain of the derivatives that may be traded by a Fund may remain principal-to-principal or OTC contracts between the Fund and third parties. The risk of counterparty non-performance can be significant in the case of these OTC instruments, and “bid-ask” spreads may be unusually wide in these markets. To the extent not mitigated by implementation of the Dodd-Frank Act, if at all, the risks posed by such instruments and techniques, which can be complex, may include: (1) credit risks (the exposure to the possibility of loss resulting from a counterparty’s failure to meet its financial obligations), as further discussed below; (2) market risk (adverse movements in the price of a financial asset or commodity); (3) legal risks (the characterization of a transaction or a party’s legal capacity to enter into it could render the transaction unenforceable, and the insolvency or bankruptcy of a counterparty could pre-empt otherwise enforceable contract rights); (4) operational risk (inadequate controls, deficient procedures, human error, system failure or fraud); (5) documentation risk (exposure to losses resulting from inadequate documentation); (6) liquidity risk (exposure to losses created by inability to prematurely terminate derivative transactions); (7) systemic risk (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (8) concentration risk (exposure to losses from the concentration of closely related risks such as exposure to a particular industry or exposure linked to a particular entity); and (9) settlement risk (the risk faced when one party to a transaction has performed its obligations under a contract but has not yet received value from its counterparty).

Dealers and major swap participants with whom a Fund may trade will be subject to minimum capital and margin requirements. These requirements may apply irrespective of whether the OTC derivatives in question are traded bilaterally or cleared. OTC derivatives dealers are subject to business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest, and other regulatory burdens. These requirements may increase the overall costs for OTC derivative dealers, which are likely to be passed along, at least partially, to market participants in the form of higher fees or less advantageous dealer marks. The full impact of the Dodd-Frank Act on the Funds remains uncertain, and it is unclear how the OTC derivatives markets will ultimately adapt to this new regulatory regime.

The SEC recently voted to adopt Rule 18f-4 under the 1940 Act which will regulate the use of derivatives for certain funds registered under the 1940 Act (the “SEC Derivatives Rule”). The SEC Derivatives Rule will require, among other things, that the certain entities adopt a derivatives risk management program, comply with limitations on leveraged-related risk based on a relative “value-at-risk” test and update reporting and disclosure procedures. The full impact of the SEC Derivatives Rule on the Funds remains uncertain, however, due to the compliance timeline within the SEC Derivatives Rule, it is unlikely that the Funds will be required to comply with the requirements until 2022.

More information about particular types of derivatives instruments is included below in the sections titled “Forward Foreign Currency Contracts,” “Futures Contracts and Options on Futures Contracts,” “Options” and “Swaps, Caps, Floors, Collars and Swaptions.”

ECONOMIC RISKS OF GLOBAL HEALTH EVENTS—An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, disruptions to supply chains and customer activity, enhanced health screenings, significant challenges in healthcare service preparation and delivery, quarantines, event cancellations and restrictions, service cancellations, reductions and other changes, as well as general concern and uncertainty that has negatively affected the economic environment. These impacts also have caused significant volatility and declines in global financial markets, which have caused losses for investors. The impact of this COVID-19 pandemic may be short term or may last for an extended period of time, and in either case could result in a substantial economic downturn or recession.

The United States has responded to the COVID-19 pandemic and resulting economic distress with fiscal and monetary stimulus packages. In late March 2020, Congress passed, and President Trump signed, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), a stimulus package providing for over $2.2 trillion in resources to small businesses, state and local governments, and individuals that have been adversely impacted by the COVID-19 pandemic. The Trump administration has signaled that it intends to support additional legislation in response to COVID-19 in the coming months. In addition, in mid-March 2020 the Federal Reserve cut interest rates, taking the federal funds rate to a range of 0-0.25%, and has promised unlimited and open-ended quantitative easing, including purchases of corporate and municipal government bonds. The Federal Reserve also enacted various programs to support liquidity operations and funding in the financial markets, including massively expanding its reverse repurchase agreement operations, adding $1.5 trillion of liquidity to the banking system; establishing swap lines with other major central banks to provide dollar funding; establishing a program to support money market funds; easing various bank capital buffers; providing funding backstops for businesses to provide bridging loans for up to four years; and providing funding to help credit flow in asset-backed securities markets. The Federal Reserve also plans to extend credit to small- and medium-sized businesses.

The current market conditions, as well as various social and political tensions in the United States and around the world, may continue to contribute to increased market volatility, may have long-term effects on the U.S. and global financial markets, and may cause further economic uncertainties or deterioration in the United States and worldwide. The prolonged continuation or further deterioration of the current U.S. and global economic downturn could adversely impact the Funds. It is not known how long the financial markets will continue to be affected by these events nor can the effects of these or similar events in the future on the U.S. economy, the securities markets and issuers held in the Funds’ investments be predicted. Fiscal stimulus packages such as the CARES Act serve to further increase the federal budget deficit, which could lead to the downgrading of the long-term sovereign credit rating for the United States. Federal Reserve policy in response to market conditions, including with respect to certain interest rates, may adversely affect the value, volatility and liquidity of dividend and interest paying securities. Market volatility, dramatic changes to interest rates and/or a return to unfavorable economic conditions may lower the Fund’s performance or impair the Funds’ ability to achieve its investment objective.

EQUITY-LINKED WARRANTS-Equity-linked warrants provide a way for investors to access markets where entry is difficult and time consuming due to regulation. Typically, a broker issues warrants to an investor and then purchases shares in the local market and issues a call warrant hedged on the underlying holding. If the investor exercises his call and closes his position, the shares are sold and the warrant is redeemed with the proceeds.

Each warrant represents one share of the underlying stock. Therefore, the price, performance and liquidity of the warrant are all directly linked to the underlying stock. The warrant can be redeemed for 100% of the value of the underlying stock (less transaction costs). As American-style warrants, they can be exercised at any time. The warrants are U.S. dollar-denominated and priced daily on several international stock exchanges.

There are risks associated with equity-linked warrants. The investor will bear the full counterparty risk to the issuing broker; however, an adviser may select to mitigate this risk by only purchasing from issuers with high credit ratings. Equity-linked warrants also have a longer settlement period because they go through the same registration process as the underlying shares (about three weeks) and during this time the shares cannot be sold. There is currently no active trading market for equity-linked warrants. Certain issuers of such warrants may be deemed to be “investment companies” as defined in the 1940 Act. As a result, a Fund’s investment in such warrants may be limited by certain investment restrictions contained in the 1940 Act.

EQUITY SECURITIES-Equity securities represent ownership interests in a company and include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock.

In general, investments in equity securities are subject to market risks, which may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which a Fund invests will cause the NAV of the Fund to fluctuate. The Funds purchase and sell equity securities in various ways, including through recognized foreign exchanges, registered exchanges in the United States or the OTC market. Equity securities are described in more detail below:

Common Stock. Common stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. A Fund may purchase preferred stock of all ratings as well as unrated stock.

Warrants. Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.

Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged by the holder or by the issuer into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields that are higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at a price above their “conversion value,” which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities

will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk and are often lower-quality securities. The Funds that invest in convertible securities may purchase convertible securities of all ratings, as well as unrated securities.

Small and Medium Capitalization Issuers. Investing in equity securities of small and medium capitalization companies often involves greater risk than is customarily associated with investments in larger capitalization companies. This increased risk may be due to the greater business risks of smaller size, limited markets and financial resources, narrow product lines and the frequent lack of depth of management associated with small and medium capitalization companies. The securities of small and medium capitalization companies typically have lower trading volumes than large capitalization companies and consequently are often less liquid. Such securities may also have less market stability and may be subject to more severe, abrupt or erratic market movements than securities of larger, more established companies or the market averages in general.

EXCHANGE-TRADED PRODUCTS-Certain Funds may directly purchase shares of or interests in ETPs (including ETFs, ETNs and exchange-traded commodity pools). A Fund will only invest in ETPs to the extent consistent with its investment objectives, policies, strategies and limitations.

The risks of owning interests of ETPs generally reflect the risks of owning the underlying securities or other instruments that the ETP is designed to track. The shares of certain ETPs may trade at a premium or discount to their intrinsic value (i.e., the market value may differ from the NAV of an ETP’s shares). For example, supply and demand for shares of an ETF or market disruptions may cause the market price of the ETF to deviate from the value of the ETF’s investments, which may be emphasized in less liquid markets. The value of an ETN may also differ from the valuation of its reference market or instrument due to changes in the issuer’s credit rating. By investing in an ETP, a Fund indirectly bears the proportionate share of any fees and expenses of the ETP in addition to the fees and expenses that the Fund and its shareholders directly bear in connection with the Fund’s operations. Because certain ETPs may have a significant portion of their assets exposed directly or indirectly to commodities or commodity-linked instruments, developments affecting commodities may have a disproportionate impact on such ETPs and may subject the ETPs to greater volatility than investments in traditional securities.

ETFs. ETFs are investment companies that are registered under the 1940 Act as open-end funds or unit investment trusts. ETFs are actively traded on national securities exchanges and are generally based on specific domestic and foreign market indexes. An “index-based ETF” seeks to track the performance of an index by holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Because ETFs are based on an underlying basket of stocks or an index, they are subject to the same market fluctuations as these types of securities in volatile market swings.

ETNs. ETNs are generally senior, unsecured, unsubordinated debt securities issued by a sponsor. ETNs are designed to provide investors with a different way to gain exposure to the returns of market benchmarks, particularly those in the natural resource and commodity markets. An ETN’s returns are based on the performance of a market index minus fees and expenses. ETNs are not equity investments or investment companies, but they do share some characteristics with those investment vehicles. As with equities, ETNs can be shorted, and as with ETFs and index funds, ETNs are designed to track the total return performance of a benchmark index. Like ETFs, ETNs are traded on an exchange and can be bought and sold on the listed exchange. However, unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the market index to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected. The market value of an ETN is determined by supply and demand, the current performance of the market index to which the ETN is linked and the credit rating of the ETN issuer.

The market value of ETN shares may differ from their NAV. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities/commodities/instruments underlying the index that the ETN seeks to track. The value of an ETN may also change due to a change in the issuer’s credit rating. As a result, there may be times when an ETN share trades at a premium or discount to its NAV.

Certain ETNs may not produce qualifying income for purposes of the Qualifying Income Test (as defined below in the section titled “Taxes”), which must be met in order for a Fund to maintain its status as a RIC under the Code.

The Funds intend to monitor such investments to ensure that any non-qualifying income does not exceed permissible limits, but the Funds may not be able to accurately predict the non-qualifying income from these investments (see more information in the “Taxes” section of this SAI).

Exchange-Traded Commodity Pools. Exchange-traded commodity pools are similar to ETFs in some ways, but are not structured as registered investment companies. Shares of exchange-traded commodity pools trade on an exchange and are registered under the 1933 Act. Unlike mutual funds, exchange-traded commodity pools generally will not distribute dividends to shareholders. There is a risk that the changes in the price of an exchange-traded commodity pool’s shares on the exchange will not closely track the changes in the price of the underlying commodity or index that the pool is designed to track. This could happen if the price of shares does not correlate closely with the pool’s NAV, the changes in the pool’s NAV do not correlate closely with the changes in the price of the pool’s benchmark, or the changes in the benchmark do not correlate closely with the changes in the cash or spot price of the commodity that the benchmark is designed to track. Exchange-traded commodity pools are often used as a means of investing indirectly in a particular commodity or group of commodities, and there are risks involved in such investments. Commodity prices are inherently volatile, and the market value of a commodity may be influenced by many unpredictable factors which interrelate in complex ways, such that the effect of one factor may offset or enhance the effect of another. Supply and demand for certain commodities tends to be particularly concentrated. Commodity markets are subject to temporary distortions or other disruptions due to various factors, including periodic illiquidity in the markets for certain positions, the participation of speculators, and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in some futures contract prices that may occur during a single business day. These and other risks and hazards that are inherent in a commodity or group of commodities may cause the price of that commodity or group of commodities to fluctuate widely, which will, in turn, affect the price of the exchange-traded commodity pool that invests in that commodity or group of commodities. The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in exchange-traded commodity pools or the ability of an exchange-traded commodity pool to continue to implement its investment strategy. In addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on exchange-traded commodity pools is impossible to predict, but could be substantial and adverse.

Exchange-traded commodity pools generally do not produce qualifying income for purposes of the Qualifying Income Test (as defined below in the section titled “Taxes”), which must be met in order for a Fund to maintain its status as a RIC under the Code. The Funds intend to monitor such investments to ensure that any non-qualifying income does not exceed permissible limits, but the Funds may not be able to accurately predict the non-qualifying income from these investments (see more information in the “Taxes” section of this SAI).

FOREIGN SECURITIES AND EMERGING AND FRONTIER MARKETS-Foreign securities are securities issued by non-U.S. issuers. Investments in foreign securities may subject a Fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuations in value due to changes in exchange rates. Foreign issuers of securities often engage in business practices that differ from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally, subject to less government supervision and regulation and different accounting treatment than those in the United States. Foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks.

The value of a Fund’s investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollar, and a Fund may be affected favorably or unfavorably by changes in the exchange rates or exchange or currency control regulations between foreign currencies and the U.S. dollar. Changes in foreign

currency exchange rates may also affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains, if any, to be distributed to shareholders by a Fund. Such investments may also entail higher custodial fees and sales commissions than domestic investments.

A Fund’s investments in emerging and frontier markets can be considered speculative and therefore may offer higher potential for gains and losses than investments in developed markets. With respect to an emerging market country, there may be a greater potential for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war), which could adversely affect the economies of such countries or investments in such countries. “Frontier market countries” are a subset of emerging market countries with even smaller national economies, so these risks may be magnified further. The economies of emerging and frontier countries are generally heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.

The economies of frontier market countries tend to be less correlated to global economic cycles than the economies of more developed countries and their markets have lower trading volumes and may exhibit greater price volatility and illiquidity. A small number of large investments in these markets may affect these markets to a greater degree than more developed markets. Frontier market countries may also be affected by government activities to a greater degree than more developed countries. For example, the governments of frontier market countries may exercise substantial influence within the private sector or subject investments to government approval, and governments of other countries may impose or negotiate trade barriers, exchange controls, adjustments to relative currency values and other measures that adversely affect a frontier market country. Governments of other countries may also impose sanctions or embargoes on frontier market countries. Although all of these risks are generally heightened with respect to frontier market countries, they also apply to emerging market countries.

In addition to the risks of investing in debt securities of emerging and frontier markets, a Fund’s investment in government or government-related securities of emerging and frontier market countries and restructured debt instruments in emerging and frontier markets are subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt and requests to extend additional loan amounts. A Fund may have limited recourse in the event of default on such debt instruments.

[Investments in the United Kingdom. In June 2016, the UK voted in a referendum to leave the EU. Although the Funds are established in the United States, the withdrawal of the UK from the EU, or “Brexit,” may cause the Funds to face a number of associated risks that could adversely affect returns to investors, including, but not limited to, risks associated with an uncertain regulatory landscape, currency fluctuation risks, and risks associated with general market disruption.

The UK formally notified the European Council of its intention to withdraw from the EU by invoking article 50 of the Lisbon Treaty in March 2017. [On January 31, 2020, the UK officially withdrew from the EU and has entered into a transition phase until December 31, 2020, which may be extended further.] During the transition phase, the UK will effectively remain in the EU from an economic perspective but will no longer have any political representation on the EU parliament. The UK and EU will seek to negotiate and finalize a new trade deal. Accordingly, the uncertainty of negotiating a new trade deal may continue to cause a significant degree of volatility and disruption in the markets in which companies invested in by a Fund operate which may adversely impact the financial performance of the Fund and the value of its investments and potentially lower economic growth in markets in the UK, Europe and globally. Such uncertainty may also result in reduction in investment opportunities to deploy capital, and may slow capital-raising of a Fund and its underlying investment funds. Brexit may also cause additional member states to contemplate departing from the EU, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets.

In particular, the UK leaving the EU has led to a decline in the value of sterling against other currencies, including the euro and the U.S. dollar, which decline could continue for an indeterminate length of time. Accordingly, the sterling cost of potential investments denominated in euros, the U.S. dollar and other non-sterling currencies has increased and may continue to increase, making such investments more expensive. In addition, underlying investment funds in which a Fund holds an interest could be similarly and adversely impacted.]

Investments in China—China is an emerging market, and as a result, investments in securities of companies organized and listed in China may be subject to liquidity constraints and significantly higher volatility, from time to time, than investments in securities of more developed markets. China may be subject to considerable government intervention and varying degrees of economic, political and social instability. These factors may result in, among other things, a greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. Accounting, auditing and financial reporting standards in China are different from U.S. standards and, therefore, disclosure of certain material information may not be made, may be less available, or may be less reliable. It may also be difficult or impossible for the Fund to obtain or enforce a judgment in a Chinese court.

Investments in the China A-Shares. A Fund may invest in People’s Republic of China (“PRC”) A-Shares through the Shanghai-Hong Kong Stock Connect program or Shenzhen-Hong Kong Stock Connect program (collectively, the “Stock Connect”) subject to any applicable laws, rules and regulations. The Stock Connect is a securities trading and clearing linked program developed by Hong Kong Exchanges and Clearing Limited (“HKEx”), the Hong Kong Securities Clearing Company Limited (“HKSCC”), Shanghai Stock Exchange (“SSE”), Shenzhen Stock Exchange (“SZSE”) and China Securities Depository and Clearing Corporation Limited (“ChinaClear”) with the aim of achieving mutual stock market access between PRC and Hong Kong. This program allows foreign investors to trade certain SSE-listed or SZSE-listed PRC A-Shares through their Hong Kong based brokers. All Hong Kong and overseas investors in the Stock Connect will trade and settle SSE or SZSE securities in the offshore Renminbi (“CNH”) only. A Fund will be exposed to any fluctuation in the exchange rate between the U.S. Dollar and CNH in respect of such investments.

By seeking to invest in the domestic securities markets of the PRC via the Stock Connect a Fund is subject to the following additional risks:

General Risks. The relevant regulations are relatively untested and subject to change which may have potential retrospective effect. There is no certainty as to how they will be applied, which could adversely affect a Fund. The program requires the use of new information technology systems which may be subject to operational risk due to the program’s cross-border nature. If the relevant systems fail to function properly, trading in both Hong Kong and PRC markets through the program could be disrupted.

Stock Connect will only operate on days when both the PRC and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. There may be occasions when it is a normal trading day for the PRC market but the Stock Connect is not trading. As a result, a Fund may be subject to the risk of price fluctuations in PRC A-Shares when the Fund cannot carry out any PRC A-Shares trading.

Each of the Hong Kong Stock Exchange (“SEHK”), SSE and SZSE reserves the right to suspend trading if necessary for ensuring an orderly and fair market and that risks are managed prudently. In case of a suspension, the Fund’s ability to access the PRC market will be adversely affected.

PRC regulations impose restrictions on selling and buying certain Stock Connect securities from time to time. In the event that a Stock Connect security is recalled from the scope of eligible securities for trading via Stock Connect, the ability of the Fund to invest in Stock Connect securities will be adversely affected.

Clearing and Settlement Risk. HKSCC and ChinaClear have established the clearing links and each will become a participant of each other to facilitate clearing and settlement of cross-boundary trades. For cross-boundary trades initiated in a market, the clearing house of that market will on one hand clear and settle with its own clearing participants and on the other hand undertake to fulfill the clearing and settlement obligations of its clearing participants with the counterparty clearing house.

In the event ChinaClear defaults, HKSCC’s liabilities under its market contracts with clearing participants may be limited to assisting clearing participants with claims. It is anticipated that HKSCC will act in good faith to seek recovery of the outstanding stocks and monies from ChinaClear through available legal channels or the liquidation of ChinaClear. As ChinaClear does not contribute to the HKSCC guarantee fund, HKSCC will not use the HKSCC guarantee fund to cover any residual loss as a result of closing out any of ChinaClear’s positions. HKSCC will in turn distribute the Stock Connect Securities and/or monies recovered to clearing participants on a pro-rata basis. The relevant broker through whom a Fund trades shall in turn distribute Stock Connect securities and/or monies to the extent recovered directly or indirectly from HKSCC. As such, a Fund may not fully recover their losses or their Stock Connect Securities and/or the process of recovery could be delayed.

Legal/Beneficial Ownership. The Stock Connect securities purchased by a Fund will be held by the relevant sub-custodian in accounts in the Hong Kong Central Clearing and Settlement System (“CCASS”) maintained by the HKSCC, as central securities depositary in Hong Kong. The HKSCC will be the “nominee holder” of the Funds’ Stock Connect Securities traded through Stock Connect. The Stock Connect regulations as promulgated by the China Securities Regulatory Commission (“CSRC”) expressly provide that HKSCC acts as nominee holder and that the Hong Kong and overseas investors (such as the Funds) enjoy the rights and interests with respect to the Stock Connect Securities acquired through Stock Connect in accordance with applicable laws. While the distinct concepts of nominee holder and beneficial owner are referred to under such regulations, as well as other laws and regulations in PRC, the application of such rules is untested, and there is no assurance that PRC courts will recognise such concepts, for instance in the liquidation proceedings of PRC companies. Therefore, although the Funds’ ownership may be ultimately recognised, it may suffer difficulties or delays in enforcing its rights over its Stock Connect securities.

To the extent that HKSCC is deemed to be performing safekeeping functions with respect to assets held through it, it should be noted that a Fund and its custodian will have no legal relationship with HKSCC and no direct legal recourse against HKSCC in the event that the Fund suffers losses resulting from the performance or insolvency of HKSCC. In the event that the Fund suffers losses due to the negligence, or willful default, or insolvency of HKSCC, the Fund may not be able to institute legal proceedings, file any proof of claim in any insolvency proceeding or take any similar action. In the event of the insolvency of HKSCC, the Fund may not have any proprietary interest in the PRC A-Shares traded through the Stock Connect program and may be an unsecured general creditor in respect of any claim the Fund may have in respect of them. Consequently, the value of the Fund’s investment in PRC A-Shares and the amount of its income and gains could be adversely affected.

Participation in corporate actions and shareholder meetings. Hong Kong and overseas investors (including the Fund) are holding Stock Connect securities traded via the Stock Connect through their brokers or custodians, and they need to comply with the arrangement and deadline specified by their respective brokers or custodians (i.e. CCASS participants). The time for them to take actions for some types of corporate actions of Stock Connect Securities may be as short as one business day only. Therefore, the Fund may not be able to participate in some corporate actions in a timely manner. According to existing mainland practice, multiple proxies are not available. Therefore, the Fund may not be able to appoint proxies to attend or participate in shareholders’ meetings in respect of the Stock Connect securities.

Operational Risk. The HKSCC provides clearing, settlement, nominee functions and other related services in respect of trades executed by Hong Kong market participants. PRC regulations which include certain restrictions on selling and buying will apply to all market participants. In the case of a sale, pre-delivery of shares to the broker is required, increasing counterparty risk. As a result, a Fund may not be able to purchase and/or dispose of holdings of PRC A-Shares in a timely manner.

Quota Limitations. The Stock Connect program is subject to daily quota limitations which may restrict a Fund’s ability to invest in PRC A-Shares through the program on a timely basis.

Investor Compensation. A Fund will not benefit from Hong Kong’s Investor Compensation Fund and the China Securities Investor Protection Fund in mainland China. The China Securities Investor Protection Fund is established to pay compensation to investors in the event that a securities company in mainland China is subject to compulsory regulatory measures (such as dissolution, closure, bankruptcy, and administrative takeover by the China Securities Regulatory Commission). Since the Fund is carrying out trading of PRC A-Shares through securities brokers in Hong Kong, but not mainland China brokers, therefore, it is not protected by the China Securities Investor Protection Fund.

That said, if the Fund suffers losses due to default matters of its securities brokers in Hong Kong in relation to the investment of PRC A-Shares through the Stock Connect program, it would be compensated by Hong Kong’s Investor Compensation Fund.

Investments in the China Interbank Bond Market - A Fund may invest in the China Interbank Bond Market (the “CIBM”) through the Bond Connect program (the “Bond Connect”) subject to any applicable regulatory limits. Bond Connect is a bond trading and settlement linked program developed by the People’s Bank of China (“PBOC”),

the Hong Kong Monetary Authority (“HKMA”), China Foreign Exchange Trade System & National Interbank Funding Centre (“CFETS”), China Central Depository & Clearing Co., Ltd. (“CCDC”), Shanghai Clearing House (“SHCH”), HKEx and Central Moneymarkets Unit (“CMU”), with the aim of achieving mutual bond market access between the PRC and Hong Kong. For the time being, this program allows eligible Hong Kong and overseas investors to invest in the bonds traded in the CIBM through the northbound trading of Bond Connect (the “Northbound Trade Link”) only.

Starting July 3, 2017, eligible Hong Kong and overseas investors may use their own sources of Renminbi in the PRC offshore market CNH or convert foreign currencies into the Renminbi to invest in CIBM bonds under Bond Connect. A Fund will be exposed to any fluctuation in the exchange rate between the U.S. Dollar and Renminbi in respect of such investments. Currently, there is no investment quota for the Northbound Trade Link.

By seeking to invest in the CIBM via Bond Connect, a Fund is subject to the following additional risks:

General Risk. Although there is no quota limitation regarding investment via the Bond Connect, a Fund is required to make further filings with the PBOC if it wishes to increase its anticipated investment size or if there is any material change to the filed information. There is no guarantee the PBOC will accept such further filings. In the event any further filings for an increase in the anticipated investment size are not accepted by the PBOC, a Fund’s ability to invest in the CIBM will be limited and the performance of the Fund may be unfavourably affected as a result. The PBOC will exercise on-going supervision of the onshore settlement agent and the Fund’s trading under the CIBM rules. The PBOC may take relevant administrative actions such as suspension of trading and mandatory exit against the Fund in the event of non- compliance with the CIBM Rules.

Market Risk. A Fund investing in the CIBM is subject to liquidity and volatility risks. Market volatility and potential lack of liquidity due to possible low trading volume of certain bonds in the CIBM may result in prices of certain bonds traded in the CIBM fluctuating significantly. The bid and offer spreads of the prices of such bonds may be large, and the Fund may therefore incur significant trading and realization costs and may even suffer losses when selling such investments.

To the extent that a Fund transacts in the CIBM, the Fund may also be exposed to risks associated with settlement procedures and default of counterparties. The counterparty which has entered into a transaction with the Fund may default in its obligation to settle the transaction by failing to deliver relevant securities or to make payment.

Third Party Agent Risk. Under the Northbound Trading Link, CFETS or other institutions recognized by PBOC (as the registration agents) shall apply for registration with PBOC for the eligible Hong Kong and overseas investors. In addition, CMU (as the offshore custody agent recognized by the HKMA) shall open a nominee account with CCDC/SHCH (as the onshore custody agent) as nominee holder of the CIBM bonds purchased by Hong Kong and overseas investors through Bond Connect.

As the relevant filings, registration with PBOC, and account opening have to be carried out by an onshore settlement agent, offshore custody agent, registration agent or other third parties (as the case may be), a Fund is subject to the risks of default or errors on the part of such third parties.

Operational Risk. Bond Connect provides a relatively new channel for investors from Hong Kong and overseas to access the CIBM directly. It is premised on the functioning of the operational systems of the relevant market participants. Market participants are able to participate in this program subject to meeting certain information technology capability, risk management and other requirements as may be specified by the relevant authorities.

The “connectivity” in Bond Connect requires routing of orders across the border. This requires the development of new information technology systems. There is no assurance that the systems of market participants will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems fail to function properly, trading in the CIBM through Bond Connect could be disrupted. A Fund’s ability to access the CIBM (and hence to pursue its investment strategy) will be adversely affected.

Regulatory Risk. The PBOC Bond Connect rules are departmental regulations having legal effect in the PRC. However, the application of such rules is untested, and there is no assurance that PRC courts will recognize such rules.

Bond Connect is novel in nature and is subject to regulations promulgated by regulatory authorities and implementation rules made by the relevant authorities in the PRC and Hong Kong. Further, new regulations may be

promulgated from time to time by the regulators in connection with operations and cross-border legal enforcement in connection with cross-border trades under Bond Connect.

The regulations are untested so far and there is no certainty as to how they will be applied. Moreover, the current regulations are subject to change which may have potential retrospective effect. In the event that the relevant PRC authorities suspend account opening or trading under the Bond Connect, the ability of the Fund to invest in the CIBM and the ability of the Fund to achieve its investment objective will be adversely affected. In addition,there can be no assurance that Bond Connect will not be abolished. A Fund which may invest in the CIBM through Bond Connect may be adversely affected as a result of such changes.

Legal/Beneficial Ownership Risk. CIBM bonds will be held by CMU as a nominee holder of the bonds purchased by foreign investors through Bond Connect. The PBOC has made it clear that the ultimate investors are the beneficial owners of the relevant bonds and shall exercise their rights against the bond issuer through CMU as the nominee holder. The PBOC also made various references to Stock Connect and indicated the position is essentially the same. Please refer to the Investments in the China A-Shares section for more information. While the distinct concepts of nominee holder and beneficial owner are referred to under PBOC rules or regulations, as well as other laws and regulations in the PRC, the application of such rules is untested, and there is no assurance that PRC courts will recognize such concepts. Therefore, although the Funds’ ownership may be ultimately recognized, it may suffer difficulties or delays in enforcing its rights over CIMB bonds.

Tax within the PRC. Uncertainties in the PRC tax rules governing taxation of income and gains from investments in PRC securities could result in unexpected tax liabilities for a Fund. A Fund’s investments in securities, including A-Shares and CIBM bonds, issued by PRC companies may cause the Fund to become subject to withholding and other taxes imposed by the PRC.

If a Fund were considered to be a tax resident enterprise of the PRC, it would be subject to PRC corporate income tax at the rate of 25% on its worldwide taxable income. If a Fund were considered to be a non-tax resident enterprise with a “permanent establishment” in the PRC, it would be subject to PRC corporate income tax on the profits attributable to the permanent establishment. The advisers intend to operate the Funds in a manner that will prevent them from being treated as tax resident enterprises of the PRC and from having a permanent establishment in the PRC. It is possible, however, that the PRC could disagree with that conclusion, or that changes in PRC tax law could affect the PRC corporate income tax status of a Fund.

Unless reduced or exempted by the applicable tax treaties, the PRC generally imposes withholding income tax at the rate of 10% on dividends, premiums, interest and capital gains originating in the PRC and paid to a company that is not a resident of the PRC for tax purposes and that has no permanent establishment in China.

The advisers or a Fund may also potentially be subject to PRC value added tax at the rate of 6% on capital gains derived from trading of A-Shares, CIBM bonds and interest income (if any). Existing guidance provides a temporary value added tax exemption for Hong Kong and overseas investors in respect of their gains derived from the trading of Chinese securities through Stock Connect and Bond Connect. Because there is no indication how long the temporary exemption will remain in effect, the Funds may be subject to such value added tax in the future. In addition, urban maintenance and construction tax (currently at rates ranging from 1% to 7%), educational surcharge (currently at the rate of 3%) and local educational surcharge (currently at the rate of 2%) (collectively, the “surtaxes”) are imposed based on value added tax liabilities, so if the advisers or a Fund were liable for value added tax it would also be required to pay the applicable surtaxes.

Taxation of A-Shares. The Ministry of Finance of the PRC, the State Administration of Taxation of the PRC and the CSRC (collectively, the “PRC Tax Authorities”) issued the “Notice on the Pilot Program of Shanghai-Hong Kong Stock Connect” Caishui [2014] No.81 (“Notice 81”), on October 31, 2014, which states that the capital gain from disposal of A-Shares by foreign investors enterprises via the Shanghai-Hong Kong Stock Connect program will be temporarily exempt from withholding income tax. Notice 81 also states that the dividends derived from A-Shares by foreign investors enterprises are subject to 10% withholding income tax.

The PRC Tax Authorities issued the “Notice on the Pilot Program of Shenzhen-Hong Kong Stock Connect” Caishui [2016] No.127 (“Notice 127”) on November 5, 2016, which states that the capital gain from disposal of A-Shares by foreign investors enterprises via the Shenzhen-Hong Kong Stock Connect program will be temporarily exempt from

withholding income tax. Notice 127 also states that the dividends derived from A-Shares by foreign investors enterprises are subject to 10% withholding income tax.

Because there is no indication how long the temporary exemption will remain in effect, the Funds may be subject to such withholding tax in future. If in the future China begins applying tax rules regarding the taxation of income from A-Shares investment through the Stock Connect, and/or begins collecting capital gains taxes on such investments, a Fund could be subject to withholding tax liability if the Fund determines that such liability cannot be reduced or eliminated by applicable tax treaties. The negative impact of any such tax liability on a Fund’s return could be substantial.

The PRC rules for taxation of Stock Connect are evolving, and the tax regulations to be issued by the PRC State Administration of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse to a Fund and its shareholders.

Taxation of CIBM Bonds. The Ministry of Finance of the PRC and the State Administration of Taxation of the PRC issued Caishui No. 108 on November 7, 2018 (“Notice 108”), which states that foreign investors will be temporarily exempt from the withholding income tax on their gains derived from CIBM bond interest.

The temporary exemption of withholding tax and value added tax will remain in effect until November 6, 2021. If, in the future, China begins to apply tax rules regarding the taxation of bond interest income derived by foreign investment in CIBM, and/or begins to collect withholding tax and other taxes on such investment, the advisers or a Fund could be subject to such withholding tax and value added tax.

The above information is only a general summary of the potential Chinese tax consequences that may be imposed on the Funds and their shareholders either directly or indirectly and should not be taken as a definitive, authoritative or comprehensive statement of the relevant matter. Shareholders should seek their own tax advice on their tax position with regard to their investment in the Funds.

The Chinese government has implemented a number of tax reform policies in recent years. The current tax laws and regulations may be revised or amended in the future. Any revision or amendment in tax laws and regulations may affect the after-taxation profit of Chinese companies and foreign investors in such companies, such as the Funds.

FORWARD FOREIGN CURRENCY CONTRACTS-A forward foreign currency contract involves a negotiated obligation to purchase or sell a specific currency at a future date or range of future dates (with or without delivery required), which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are generally traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward foreign currency contract generally has no deposit requirement, and no commissions are charged at any stage for trades.

Forward contracts generally may not be liquidated prior to the stated maturity date, although the parties to a contract may agree to enter into a second offsetting transaction with the same maturity, thereby fixing each party’s profit or loss on the two transactions. Nevertheless, each position must still be maintained to maturity unless the parties separately agree on an earlier settlement date. As a result, a party to a forward contract must be prepared to perform its obligations under each such contract in full. Parties to a forward contract may also separately agree to extend the contract by “rolling” it over prior to the originally scheduled settlement date. A Fund may use forward contracts for cash equitization purposes, which allows a Fund to invest consistent with its investment strategy while managing daily cash flows, including significant client inflows and outflows.

The Funds may use currency instruments as part of a hedging strategy, as described below.

Transaction Hedging. Transaction hedging is entering into a currency transaction with respect to specific assets or liabilities of a Fund, which will generally arise in connection with the purchase or sale of its portfolio securities or the receipt of income therefrom. A Fund may enter into transaction hedging out of a desire to preserve the U.S. dollar price of a security when it enters into a contract for the purchase or sale of a security denominated in a foreign currency. A Fund may be able to protect itself against possible losses resulting from changes in the relationship between the U.S. dollar and foreign currencies during the period between the date the security is purchased or sold

and the date on which payment is made or received by entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of the foreign currency involved in the underlying security transactions.

Position Hedging. A Fund may sell a non-U.S. currency and purchase U.S. currency to reduce exposure to the non-U.S. currency (called “position hedging”). A Fund may use position hedging when an adviser reasonably believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. dollar. A Fund may enter into a forward foreign currency contract to sell, for a fixed amount of U.S. dollars, the amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. The forward foreign currency contract amount and the value of the portfolio securities involved may not have a perfect correlation because the future value of the securities hedged will change as a consequence of the market between the date the forward contract is entered into and the date it matures.

Cross Hedges. A Fund may also cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to decline in value relative to other currencies to which the Fund has, or in which the Fund expects to have, portfolio exposure.

Proxy Hedges. Proxy hedging is often used when the currency to which a Fund’s portfolio is exposed is difficult to hedge or to hedge against the U.S. dollar. Proxy hedging entails entering into a forward contract to sell a currency whose changes in value are generally considered to be linked to a currency or currencies in which some or all of a Fund’s portfolio securities are, or are expected to be denominated, and to buy U.S. dollars. The amount of the contract would not exceed the value of the Fund’s securities denominated in linked currencies.

In addition to the hedging transactions described above, the Funds may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase their exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another.

Unless consistent with and permitted by its stated investment policies, a Fund will not enter into a transaction to hedge currency exposure to an extent greater, after netting all transactions intended wholly or partially to offset other transactions, than the aggregate market value (at the time of entering into the transaction) of the securities held in its portfolio that are denominated or generally quoted in or currently convertible into such currency, other than with respect to proxy hedging, described above. If consistent with and permitted by its stated investment policies, a Fund may take long and short positions in foreign currencies in excess of the value of the Fund’s assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. Certain Funds may engage in currency transactions for hedging purposes as well as to enhance the Fund’s returns.

A non-deliverable forward transaction is a transaction that represents an agreement between a Fund and a counterparty (usually a commercial bank) to buy or sell a specified (notional) amount of a particular currency at an agreed-upon foreign exchange rate on an agreed upon future date. The non-deliverable forward transaction position is closed using a fixing rate, as defined by the central bank in the country of the currency being traded, that is generally publicly stated within one or two days prior to the settlement date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, a Fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any differential between the foreign exchange rate agreed upon at the inception of the non-deliverable forward agreement and the actual exchange rate on the agreed-upon future date. Thus, the actual gain or loss of a given non-deliverable forward transaction is calculated by multiplying the transaction’s notional amount by the difference between the agreed-upon forward exchange rate and the actual exchange rate when the transaction is completed. While forward foreign currency transactions are exempt from the definition of “swap” under the Commodity Exchange Act, non-deliverable forward transactions are not, and, thus, are subject to the jurisdiction of the CFTC.

Trading options on currency futures contracts is relatively new, and the ability to establish and close out positions on such options is subject to the maintenance of a liquid market, which may not always be available. An option on a currency provides the purchaser, or “holder,” with the right, but not the obligation, to purchase, in the case of a “call” option, or sell, in the case of a “put” option, a stated quantity of the underlying currency at a fixed exchange

rate up to a stated expiration date (or, in the case of certain options, on such date). The holder generally pays a nonrefundable fee for the option, referred to as the “premium,” but cannot lose more than this amount, plus related transaction costs. Thus, where a Fund is a holder of options contracts, such losses will be limited in absolute amount. In contrast to a forward contract, an option imposes a binding obligation only on the seller, or “writer.” If the holder exercises the option, the writer is obligated to complete the transaction in the underlying currency. An option generally becomes worthless to the holder when it expires. In addition, in the context of an exchange-traded option, the writer is often required to deposit initial margin and may be required to increase the margin on deposit if the market moves against the writer’s position. Options on currencies may be purchased in the OTC market between commercial entities dealing directly with each other as principals. In purchasing an OTC currency option, the holder is subject to the risk of default by the writer and, for this reason, purchasers of options on currencies may require writers to post collateral or other forms of performance assurance.

Buyers and sellers of currency futures contracts are subject to the same risks that apply to the use of futures contracts generally, which are described elsewhere in this SAI. Further, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation, which may subject a Fund to additional risk.

Risks. Currency transactions are subject to risks that are different from those of other portfolio transactions. Currency exchange rates may fluctuate based on factors extrinsic to that country’s economy. Although forward foreign currency contracts and currency futures tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they may limit any potential gain which might result should the value of such currency increase. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchase and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These can result in losses to a Fund if it is unable to deliver or receive currency or funds in the settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Buyers and sellers of currency futures are subject to the same risks that apply to the use of futures generally. Further, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation. Trading options on currency futures is relatively new, and the ability to establish and close out positions on such options is subject to the maintenance of a liquid market, which may not always be available.

The Funds may take active positions in currencies, which involve different techniques and risk analyses than the Funds’ purchase of securities. Active investment in currencies may subject the Funds to additional risks, and the value of the Funds’ investments may fluctuate in response to broader macroeconomic risks than if the Funds invested only in fixed income securities. The Funds may take long and short positions in foreign currencies in excess of the value of the Funds’ assets denominated in a particular currency or when the Funds do not own assets denominated in that currency. If a Fund enters into currency transactions when it does not own assets denominated in that currency, the Fund’s volatility may increase and losses on such transactions will not be offset by increases in the value of the Fund’s assets.

Currency hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions can result in losses to a Fund if the currency being hedged fluctuates in value to a degree in a direction that is not anticipated. Furthermore, there is a risk that the perceived linkage between various currencies may not be present or may not be present during the particular time that a Fund is engaging in proxy hedging. Suitable hedging transactions may not be available in all circumstances. Hedging transactions may also eliminate any chance for a Fund to benefit from favorable fluctuations in relevant foreign currencies. If a Fund enters into a currency transaction, the Fund will “cover” its position as required by the 1940 Act.

Risks associated with entering into forward foreign currency contracts include the possibility that the market for forward foreign currency contracts may be limited with respect to certain currencies and, upon a contract’s maturity, the inability of a Fund to negotiate with the dealer to enter into an offsetting transaction. As mentioned above, forward foreign currency contracts may be closed out only by the parties entering into an offsetting contract. This creates settlement risk in forward foreign currency contracts, which is the risk of loss when one party to the forward

foreign currency contract delivers the currency it sold but does not receive the corresponding amount of the currency it bought. Settlement risk arises in deliverable forward foreign currency contracts where the parties have not arranged to use a mechanism for payment-versus-payment settlement, such as an escrow arrangement. In addition, the correlation between movements in the prices of those contracts and movements in the price of the currency hedged or used for cover will not be perfect. There is no assurance an active forward foreign currency contract market will always exist. These factors will restrict a Fund’s ability to hedge against the risk of devaluation of currencies in which the Fund holds a substantial quantity of securities and are unrelated to the qualitative rating that may be assigned to any particular security. In addition, if a currency devaluation is generally anticipated, the Fund may not be able to contract to sell currency at a price above the devaluation level it anticipates. The successful use of forward foreign currency contracts as a hedging technique draws upon special skills and experience with respect to these instruments and usually depends on the ability of an adviser to forecast interest rate and currency exchange rate movements correctly. Should interest or exchange rates move in an unexpected manner, the Fund may not achieve the anticipated benefits of forward foreign currency contracts or may realize losses and thus be in a worse position than if those strategies had not been used. Many forward foreign currency contracts are subject to no daily price fluctuation limits so adverse market movements could continue with respect to those contracts to an unlimited extent over a period of time.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS-Futures contracts (also called “futures”) provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. An index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the securities comprising the index is made, and generally contracts are closed out prior to the expiration date of the contract.

A Fund may also invest in Treasury futures, interest rate futures, interest rate swaps, and interest rate swap futures. A Treasury futures contract involves an obligation to purchase or sell Treasury securities at a future date at a price set at the time of the contract. The sale of a Treasury futures contract creates an obligation by the Fund to deliver the amount of certain types of Treasury securities called for in the contract at a specified future time for a specified price. A purchase of a Treasury futures contract creates an obligation by the Fund to take delivery of an amount of securities at a specified future time at a specific price. Interest rate futures can be sold as an offset against the effect of expected interest rate increases and purchased as an offset against the effect of expected interest rate declines. Interest rate swaps are an agreement between two parties where one stream of future interest rate payments is exchanged for another based on a specified principal amount. Interest rate swaps often exchange a fixed payment for a floating payment that is linked to a particular interest rate. Interest rate swap futures are instruments that provide a way to gain swap exposure and the structure features of a futures contract in a single instrument. Swap futures are futures contracts on interest rate swaps that enable purchasers to cash settle at a future date at the price determined by the benchmark rate at the end of a fixed period.

A Fund will reduce the risk that it will be unable to close out a futures contract by only entering into futures contracts that are traded on national futures exchanges regulated by the CFTC. Subject to their permitted investment strategies, certain Funds may use futures contracts and related options for either hedging purposes or risk management purposes, or to gain exposure to currencies, as well as to enhance the Fund’s returns. Instances in which a Fund may use futures contracts and related options for risk management purposes include: (i) attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; (ii) attempting to minimize fluctuations in foreign currencies; (iii) attempting to gain exposure to a particular market, index or instrument; or (iv) other risk management purposes. A Fund may use futures contracts for cash equitization purposes, which allows a Fund to invest consistent with its investment strategy while managing daily cash flows, including significant client inflows and outflows.

When a Fund purchases or sells a futures contract, or sells an option thereon, the Fund is required to “cover” its position as required by the 1940 Act. A Fund may also “cover” its long position in a futures contract by purchasing a put option on the same futures contract with a strike price (i.e., an exercise price) as high as or higher than the price of the futures contract. In the alternative, if the strike price of the put is less than the price of the futures contract, the

Fund will earmark on the books of the Fund or place in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. A Fund may also “cover” its long position in a futures contract by taking a short position in the instruments underlying the futures contract or by taking positions in instruments with prices that are expected to move relatively consistently with the futures contract. A Fund may “cover” its short position in a futures contract by taking a long position in the instruments underlying the futures contract or by taking positions in instruments with prices that are expected to move relatively consistently with the futures contract. A Fund may enter into agreements with broker-dealers which require the broker-dealers to accept physical settlement for certain futures contracts. If this occurs, the Fund would treat the futures contract as being cash-settled for purposes of determining the Fund’s coverage requirements.

A Fund may also “cover” its sale of a call option on a futures contract by taking a long position in the underlying futures contract at a price less than or equal to the strike price of the call option. In the alternative, if the long position in the underlying futures contract is established at a price greater than the strike price of the written (sold) call, the Fund will earmark on the books of the Fund or place in a segregated account cash or liquid securities equal in value to the difference between the strike price of the call and the price of the futures contract. A Fund may also “cover” its sale of a call option by taking positions in instruments with prices that are expected to move relatively consistently with the call option. A Fund may “cover” its sale of a put option on a futures contract by taking a short position in the underlying futures contract at a price greater than or equal to the strike price of the put option or, if the short position in the underlying futures contract is established at a price less than the strike price of the written put, the Fund will earmark on the books of the Fund or place in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. A Fund may also “cover” its sale of a put option by taking positions in instruments with prices that are expected to move relatively consistently with the put option.

There are significant risks associated with a Fund’s use of futures contracts and options on futures contracts, including: (i) the success of a hedging strategy may depend on an adviser’s ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (ii) there may be an imperfect or no correlation between the changes in market value of the securities held by a Fund and the prices of futures and options on futures; (iii) there may not be a liquid secondary market for a futures contract or option; (iv) trading restrictions or limitations may be imposed by an exchange; and (v) government regulations may restrict trading in futures contracts and options on futures contracts. In addition, some strategies reduce a Fund’s exposure to price fluctuations, while others tend to increase its market exposure.

ILLIQUID SECURITIES- Illiquid securities are investments that cannot be sold or disposed of in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If, subsequent to purchase, a security held by a Fund becomes illiquid, the Fund may continue to hold the security. Because of their illiquid nature, illiquid securities must be priced at fair value as determined in good faith pursuant to procedures approved by the Board. Despite such good faith efforts to determine fair value prices, a Fund’s illiquid securities are subject to the risk that the security’s fair value price may differ from the actual price that the Fund may ultimately realize upon its sale or disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to a Fund. Under the supervision of the Board, the advisers determine the liquidity of a Fund’s investments. In determining the liquidity of a Fund’s investments, SIMC or the Sub-Adviser, as applicable, may consider various factors, including: (i) the frequency and volume of trades and quotations; (ii) the number of dealers and prospective purchasers in the marketplace; (iii) dealer undertakings to make a market; and (iv) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).

INTERFUND LENDING AND BORROWING ARRANGEMENTS-The SEC has granted an exemption that permits the Funds to participate in the Program with the SEI Funds. The Program allows the SEI Funds to lend money to and borrow money from each other for temporary or emergency purposes. Participation in the Program is voluntary for both borrowing and lending funds. Interfund loans may be made only when the rate of interest to be charged is more favorable to the Repo Rate and more favorable to the Bank Loan Rate. The Bank Loan Rate will be determined using a formula approved by the SEI Funds’ Board of Trustees. The interest rate imposed on interfund loans is the average of the Repo Rate and the Bank Loan Rate.

All interfund loans and borrowings must comply with the conditions set forth in the exemption, which are designed to ensure fair and equitable treatment of all participating funds. Each Fund’s participation in the Program must be consistent with its investment policies and limitations and is subject to certain percentage limitations. SIMC administers the Program according to procedures approved by the SEI Funds’ Board of Trustees. In addition, the Program is subject to oversight and periodic review by the SEI Funds’ Board of Trustees.

INVESTMENT COMPANIES-Securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, open-end investment companies and REITs, represent interests in professionally managed portfolios that may invest in various types of instruments. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market at a premium or discount to their NAV.

Generally, federal securities laws limit the extent to which investment companies can invest in securities of other investment companies, subject to certain statutory, regulatory and other exceptions. For example, an investment company is generally prohibited under Section 12(d)(1)(A) of the 1940 Act from acquiring the securities of another investment company if, as a result of such acquisition: (i) the acquiring investment company would own more than 3% of the total voting stock of the other company; (ii) securities issued by any one investment company represent more than 5% of the acquiring investment company’s total assets; or (iii) securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the acquiring investment company, subject to certain statutory, regulatory and other exceptions. Pursuant to Rule 12d1-1 under the 1940 Act, a Fund may invest in one or more affiliated or unaffiliated investment companies that comply with Rule 2a-7 under the 1940 Act (to the extent required by Rule 12d1-1), in excess of the limits of Section 12(d)(1)(A) of the 1940 Act. A Fund may invest in investment companies managed by SIMC or the Fund’s Sub-Adviser to the extent permitted by any rule or regulation of the SEC or any order or interpretation thereunder. A Fund may invest in such Rule 2a-7 compliant investment companies for cash management purposes, including as discussed in the “Securities Lending” section below, and to serve as collateral for derivatives positions. When a Fund invests in an affiliated or unaffiliated investment company, it will bear a pro rata portion of the investment company’s expenses in addition to directly bearing the expenses associated with its own operations.

Because of restrictions on direct investment by U.S. entities in certain countries, investment in other investment companies may be the most practical or only manner in which an international and global fund can invest in the securities markets of those countries.

Exchange-Traded Funds. ETFs are investment companies that are registered under the 1940 Act as open-end funds or unit investment trusts. ETFs are actively traded on national securities exchanges and are generally based on specific domestic and foreign market indexes. An index-based ETF seeks to track the performance of an index by holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Because ETFs are based on an underlying basket of stocks or an index, they are subject to the same market fluctuations as these types of securities in volatile market swings.

Leveraged ETFs contain all of the risks that non-leveraged ETFs present. Additionally, to the extent a Fund invests in ETFs that achieve leveraged exposure to their underlying indexes through the use of derivative instruments, the Fund will indirectly be subject to leveraging risk and other risks associated with derivatives. The more these ETFs invest in derivative instruments that give rise to leverage, the more this leverage will magnify any losses on those investments. Because leverage tends to exaggerate the effect of any increase or decrease in the value of an ETF’s portfolio securities or other investments, leverage will cause the value of an ETF’s shares to be more volatile than if the ETF did not use leverage. A leveraged ETF will engage in transactions and purchase instruments that give rise to forms of leverage, including, among others, the use of reverse repurchase agreements and other borrowings, the investment of collateral from loans of portfolio securities, the use of when issued, delayed-delivery or forward commitment transactions or short sales. The use of leverage may also cause a leveraged ETF to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet segregation requirements. Certain types of leveraging transactions, such as short sales that are not “against the box,” could theoretically be subject to unlimited losses in cases where a leveraged ETF, for any reason, is unable to close out the transaction. In addition, to the extent a leveraged ETF borrows money, interest costs on such borrowed money may

not be recovered by any appreciation of the securities purchased with the borrowed funds and could exceed the ETF’s investment income, resulting in greater losses. Such ETFs often “reset” daily, meaning that they are designed to achieve their stated objectives on a daily basis. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time, which may be enhanced during the periods of increased market volatility. Consequently, leveraged ETFs may not be suitable as long-term investments.

Leveraged inverse ETFs contain all of the risks that regular ETFs present. Additionally, to the extent a Fund invests in ETFs that seek to provide investment results that match a negative multiple of the performance of an underlying index, the Fund will indirectly be subject to the risk that the performance of such ETF will fall as the performance of that ETF’s benchmark rises—a result that is the opposite from traditional mutual funds. Leveraged inverse ETFs contain all of the risks that regular ETFs present, but also pose all of the risks associated with other leveraged ETFs as well as other inverse ETFs. These investment vehicles may be extremely volatile and can potentially expose an investing Fund to theoretically unlimited losses.

Pursuant to orders issued by the SEC to each of certain iShares, PowerShares, SPDR and ProShares Trust exchange-traded funds (collectively, the “Exemption ETFs”) and procedures approved by the Board, certain Funds may invest in the Exemption ETFs in excess of the 3% limit described above, provided that such Funds otherwise comply with the conditions of the applicable SEC orders, as they may be amended, and any other applicable investment limitations. Neither the Exemption ETFs nor their investment advisers make any representations regarding the advisability of investing in ETFs, generally, or the Exemption ETFs, specifically.

Certain ETFs may not produce qualifying income for purposes of the “Qualifying Income Test” (as defined below under the heading “Taxes”), which must be met in order for a Fund to maintain its status as a RIC under the Code. If one or more ETFs generate more non-qualifying income for purposes of the Qualifying Income Test than the advisers expect, it could cause a Fund to inadvertently fail to qualify as a RIC under the Code, unless certain relief provisions (described in more detail under the heading “Taxes”) are available to the Fund.

LIBOR REPLACEMENT—LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. The regulatory authority that oversees financial services firms and financial markets in the U.K. has announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions for purposes of determining the LIBOR rate. As a result, it is possible that commencing in 2022, LIBOR may no longer be available or no longer deemed an appropriate reference rate upon which to determine the interest rate on or impacting certain loans, notes, and other instruments or investments comprising some or all of the Funds’ investments. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Financing Rate (“SOFR”), which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have already begun publication. There is no assurance that the composition or characteristics of any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that it will have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability. This, in turn, may affect the value or liquidity or return on certain Fund investments, result in costs incurred in connection with closing out positions and entering into new trades and reduce the effectiveness of related fund transactions such as hedges. These risks may also apply with respect to potential changes in connection with other interbank offering rates (e.g., Euribor) and other indices, rates and values that may be used as “benchmarks” and are the subject of recent regulatory reform. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Funds. The effect of any changes to, or discontinuation of, LIBOR on the Funds will vary depending on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. The expected discontinuation of LIBOR could have a significant impact on the financial markets in general and may also present heightened risk to market participants, including public companies, investment advisers, other investment companies, and broker-dealers. The risks associated with this discontinuation and transition will be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Accordingly, it is difficult to predict the full impact of the transition away from

LIBOR on the Funds until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.

MiFID II-MiFID II took effect in Member States of the EU on January 3, 2018. MiFID II forms the legal framework governing the requirements applicable to EU investment firms and trading venues and third-country firms providing investment services or activities in the EU. The extent to which MiFID II will have an indirect impact on markets and market participants outside the EU is unclear and yet to fully play out in practice. It will likely impact pricing, liquidity and transparency in most asset classes and certainly impact the research market.

MiFID II prohibits an EU authorized investment firm from receiving investment research unless it is paid for directly by the firm out of its own resources or from a separate research payment account regulated under MiFID II and funded either by a specific periodic research charge to the client or by a research charge that is not collected from the client separately but instead alongside a transaction commission. Specifically, MiFID II will have practical ramifications outside the EU in certain areas such as payment for equity research and fixed income, currency and commodities research. For example, US asset managers acting under the delegated authority of an EU-based asset manager and US asset managers that are part of a global asset management group with one or more EU affiliates may, in practice, have to restructure the way they procure, value and pay for research under US laws and regulations to more closely align with the requirements under MiFID II. Absent appropriate relief or guidance from US regulators, certain aspects of the research payment regime under MiFID II may be incompatible with US law and regulation. Accordingly, it is difficult to predict the full impact of MiFID II on the Funds and the advisers, but it could include an increase in the overall costs of entering into investments. Shareholders should be aware that the regulatory changes arising from MiFID II may affect each Fund’s ability to adhere to its investment approach and achieve its investment objective.

OPTIONS-A Fund may purchase and write put and call options on indexes and enter into related closing transactions. A put option on a security gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period, or for certain types of options, at the conclusion of the option period or only at certain times during the option period. A call option on a security gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period, or for certain types of options, at the conclusion of the option period or only at certain times during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract.

A Fund may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or OTC markets) to manage its exposure to exchange rates. Call options on foreign currency written by a Fund will be “covered” as required by the 1940 Act.

Put and call options on indexes are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally rather than the price movements in individual securities. All options written on indexes or securities must be “covered” as required by the 1940 Act. Options on indexes may, depending on circumstances, involve greater risk than options on securities. Because stock index options are settled in cash, when a Fund writes a call on an index it may not be able to provide in advance for its potential settlement obligations by acquiring and holding the underlying securities.

Each Fund may trade put and call options on securities, securities indexes and currencies, as an adviser determines is appropriate in seeking to achieve the Fund’s investment objective, unless otherwise restricted by the Fund’s investment limitations.

The initial purchase (sale) of an option contract is an “opening transaction.” In order to close out an option position, a Fund may enter into a “closing transaction,” which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. If a Fund is unable to effect a closing purchase transaction with respect to an option it has written, it will not be able to sell the underlying security until the option expires or the Fund delivers the security upon exercise.

A Fund may purchase put and call options on securities for any lawful purpose, including to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Fund may seek to purchase in the future. A Fund purchasing put and call options pays a premium for such options. If price movements in the underlying securities are such that exercise of the options would not be profitable for the Fund, loss of the premium paid may be offset by an increase in the value of the Fund’s securities or by a decrease in the cost of the acquisition of securities by the Fund.

A Fund may write (i.e., sell) “covered” call options on securities for any lawful purpose, including as a means of increasing the yield on its assets and as a means of providing limited protection against decreases in its market value. Certain Funds may engage in a covered call option writing (selling) program in an attempt to generate additional income or provide a partial hedge to another position of the Fund. A call option is “covered” if the Fund either owns the underlying instrument or has an absolute and immediate right (such as a call with the same or a later expiration date) to acquire that instrument. The underlying instruments of such covered call options may consist of individual equity securities, pools of equity securities, ETFs or indexes.

The writing of covered call options is a more conservative investment technique than writing of naked or uncovered options, but capable of enhancing the Fund’s total return. When a Fund writes a covered call option, it profits from the premium paid by the buyer but gives up the opportunity to profit from an increase in the value of the underlying security above the exercise price. At the same time, the Fund retains the risk of loss from a decline in the value of the underlying security during the option period. Although the Fund may terminate its obligation by executing a closing purchase transaction, the cost of effecting such a transaction may be greater than the premium received upon its sale, resulting in a loss to the Fund. If such an option expires unexercised, the Fund realizes a gain equal to the premium received. Such a gain may be offset or exceeded by a decline in the market value of the underlying security during the option period. If an option is exercised, the exercise price, the premium received and the market value of the underlying security determine the gain or loss realized by the Fund.

When a Fund writes an option, if the underlying securities do not increase or decrease, as applicable, to a price level that would make the exercise of the option profitable to the holder thereof, the option will generally expire without being exercised and the Fund will realize as profit the premium received for such option. When a call option of which a Fund is the writer is exercised, the Fund will be required to sell the underlying securities to the option holder at the strike price and will not participate in any increase in the price of such securities above the strike price. When a put option of which a Fund is the writer is exercised, the Fund will be required to purchase the underlying securities at a price in excess of the market value of such securities.

A Fund may purchase and write options on an exchange or OTC. OTC options differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation or futures commission merchant, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is normally done by reference to information from a market maker. It is the SEC’s position that OTC options are generally illiquid. The market value of an option generally reflects the market price of an underlying security. Other principal factors affecting market value include supply and demand, interest rates, the pricing volatility of the underlying security and the time remaining until the expiration date.

Risks. Risks associated with options transactions include: (i) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (ii) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (iii) there may not be a liquid secondary market for options; and (iv) though a Fund will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security.

PARTICIPATION NOTES-P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. When purchasing a P-Note, the posting of margin is not required because the full cost of the P-Note (plus commission) is paid at the time of purchase. When the P-Note matures, the issuer will pay to, or receive from, the purchaser the difference between the minimal value of the underlying instrument at the time of purchase and that instrument’s value at

maturity. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate.

In addition, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate. The holder of a P-Note that is linked to a particular underlying security is entitled to receive any dividends paid in connection with an underlying security or instrument. However, the holder of a P-Note does not receive voting rights as it would if it directly owned the underlying security or instrument. P-Notes are generally traded OTC. P-Notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them and the counterparty. There is also counterparty risk associated with these investments because the Fund is relying on the creditworthiness of such counterparty and has no rights under a P-Note against the issuer of the underlying security. In addition, a Fund will incur transaction costs as a result of investment in P-Notes.

PRIVATIZATIONS-Privatizations are foreign government programs for selling all or part of the interests in government owned or controlled enterprises. The ability of a U.S. entity to participate in privatizations in certain foreign countries may be limited by local law, or the terms on which a Fund may be permitted to participate may be less advantageous than those applicable for local investors. There can be no assurance that foreign governments will continue to sell their interests in companies currently owned or controlled by them or that privatization programs will be successful.

PUT TRANSACTIONS-A Fund may purchase securities at a price that would result in a yield to maturity lower than generally offered by the seller at the time of purchase when the Fund can simultaneously acquire the right to sell the securities back to the seller, the issuer or a third party (the “writer”) at an agreed-upon price at any time during a stated period or on a certain date. Such a right is generally denoted as a “standby commitment” or a “put.” The purpose of engaging in transactions involving puts is to maintain flexibility and liquidity to permit a Fund to meet redemptions and remain as fully invested as possible in municipal securities. The right to put the securities depends on the writer’s ability to pay for the securities at the time the put is exercised. A Fund would limit its put transactions to institutions that an adviser believes present minimum credit risks, and an adviser would use its best efforts to initially determine and continue to monitor the financial strength of the sellers of the options by evaluating their financial statements and such other information as is available in the marketplace. It may, however, be difficult to monitor the financial strength of the writers because adequate current financial information may not be available. In the event that any writer is unable to honor a put for financial reasons, a Fund would be a general creditor (i.e., on a parity with all other unsecured creditors) of the writer. Furthermore, particular provisions of the contract between a Fund and the writer may excuse the writer from repurchasing the securities; for example, a change in the published rating of the underlying municipal securities or any similar event that has an adverse effect on the issuer’s credit or a provision in the contract that the put will not be exercised except in certain special cases, such as to maintain Fund liquidity. A Fund could, however, at any time sell the underlying portfolio security in the open market or wait until the portfolio security matures, at which time it should realize the full par value of the security.

The securities purchased subject to a put may be sold to third persons at any time, even though the put is outstanding, but the put itself, unless it is an integral part of the security as originally issued, may not be marketable or otherwise assignable. Therefore, the put would have value only to that particular Fund. Sale of the securities to third parties or lapse of time with the put unexercised may terminate the right to put the securities. Prior to the expiration of any put option, a Fund could seek to negotiate terms for the extension of such an option. If such a renewal cannot be negotiated on terms satisfactory to the Fund, the Fund could, of course, sell the portfolio security. The maturity of the underlying security will generally be different from that of the put. For the purpose of determining the “maturity” of securities purchased subject to an option to put, and for the purpose of determining the dollar-weighted average maturity of a Fund including such securities, the Fund will consider “maturity” to be the first date on which it has the right to demand payment from the writer of the put (although the final maturity of the security is later than such date).

QUANTITATIVE INVESTING-A quantitative investment style generally involves the use of computers to implement a systematic or rules-based approach to selecting investments based on specific measurable factors. Due to the significant role technology plays in such strategies, they carry the risk of unintended or unrecognized issues or flaws in the design, coding, implementation or maintenance of the computer programs or technology used in the

development and implementation of the quantitative strategy. These issues or flaws, which can be difficult to identify, may result in the implementation of a portfolio that is different from that which was intended, and could negatively impact investment returns. Such risks should be viewed as an inherent element of investing in an investment strategy that relies heavily upon quantitative models and computerization.

RESTRICTED SECURITIES -Restricted securities are securities that may not be sold freely to the public without registration under the 1933 Act or an exemption from registration. Restricted securities, including securities eligible for re-sale under Rule 144A of the 1933 Act, that are determined to be liquid are not subject to a Fund’s limitation on investing in illiquid securities. The determination of whether a restricted security is illiquid is to be made by an adviser pursuant to guidelines adopted by the Board. Under these guidelines, the particular adviser will consider the frequency of trades and quotes for the security, the number of dealers in, and potential purchasers for, the security, dealer undertakings to make a market in the security, and the nature of the security and of the marketplace trades. In purchasing such restricted securities, each adviser intends to purchase securities that are exempt from registration under Rule 144A under the 1933 Act and Section 4(a)(2) commercial paper issued in reliance on an exemption from registration under Section 4(a)(2) of the 1933 Act, including, but not limited to, Rules 506(b) or 506(c) under Regulation D.

Private Investments in Public Equity-A Fund may purchase PIPEs, which are equity securities in a private placement that are issued by issuers that have outstanding publicly-traded equity securities of the same class. Shares in PIPEs generally are not publicly registered until after a certain time period from the date the private sale is completed, which can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and cannot be freely traded. Generally, such restrictions cause PIPEs to be illiquid during this restricted period. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered or that the registration will remain in effect.

RISKS OF CYBER-ATTACKS-As with any entity that conducts business through electronic means in the modern marketplace, the Funds, and their service providers, may be susceptible to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential information, unauthorized access to relevant systems, compromises to networks or devices that the Funds and their service providers use to service the Funds’ operations, ransomware, operational disruption or failures in the physical infrastructure or operating systems that support the Funds and their service providers, or various other forms of cyber security breaches. Cyber-attacks affecting a Fund, SIMC or any of the Sub-Advisers, a Fund’s distributor, custodian, transfer agent, or any other of a Fund’s intermediaries or service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses or the inability of Fund shareholders to transact business. For instance, cyber-attacks may interfere with the processing of shareholder transactions, impact the Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential business information, impede trading, subject the Fund to regulatory fines or financial losses and/or cause reputational damage. The Funds may also incur additional costs for cyber security risk management purposes designed to mitigate or prevent the risk of cyber-attacks. Such costs may be ongoing because threats of cyber-attacks are constantly evolving as cyber attackers become more sophisticated and their techniques become more complex. Similar types of cyber security risks are also present for issuers of securities in which a Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund’s investment in such companies to lose value. There can be no assurance that the Funds, the Funds’ service providers, or the issuers of the securities in which the Funds invest will not suffer losses relating to cyber-attacks or other information security breaches in the future. A Fund may also experience losses due to systems failures or inadequate system back-up or procedures at the brokerage firm(s) carrying the Fund’s positions.

SECURITIES LENDING-Each Fund may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Board. These loans, if and when made, may not exceed 331/3% of the total asset value of the Fund (including the loan collateral). No Fund will lend portfolio securities to its advisers or their affiliates unless it has applied for and received specific authority to do so from the SEC. Loans of portfolio securities will be fully collateralized by cash, letters of credit or U.S. Government securities, and the collateral will be maintained in an amount equal to at least 100% of the current market value of the loaned securities by marking to market daily, although the borrower will be required to deliver

collateral of 102% and 105% of the market value of borrowed securities for domestic and foreign issuers, respectively. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of the Fund.

A Fund may pay a part of the interest earned from the investment of collateral or other fee to an unaffiliated third party for acting as the Fund’s securities lending agent.

By lending its securities, a Fund may increase its income by receiving payments from the borrower that reflect the amount of any interest or any dividends payable on the loaned securities, as well as by either investing cash collateral received from the borrower in short-term instruments or obtaining a fee from the borrower when U.S. Government securities or letters of credit are used as collateral. Each Fund will adhere to the following conditions whenever its portfolio securities are loaned: (i) the Fund must receive at least 100% cash collateral or equivalent securities of the type discussed in the preceding paragraph from the borrower; (ii) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (iii) the Fund must be able to terminate the loan on demand; (iv) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value; (v) the Fund may pay only reasonable fees in connection with the loan (which may include fees payable to the lending agent, the borrower, the administrator and the custodian); and (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that if a material event adversely affecting the investment occurs, the Fund must terminate the loan and regain the right to vote the securities. The Board has adopted procedures reasonably designed to ensure that the foregoing criteria will be met. Loan agreements involve certain risks in the event of default or insolvency of the borrower, including possible delays or restrictions upon the Fund’s ability to recover the loaned securities or dispose of the collateral for the loan, which could give rise to loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.

A Fund may invest the cash received as collateral through loan transactions in other eligible securities, which may include shares of an affiliated or unaffiliated registered money market fund or of an affiliated or unaffiliated unregistered money market fund that complies with the requirements of Rule 2a-7 under the 1940 Act to the extent required by the 1940 Act (see the “Investment Companies” section above). Money market funds may or may not seek to maintain a stable NAV of $1.00 per share. Investing the cash collateral subjects the Fund to market risk. A Fund remains obligated to return all collateral to the borrower under the terms of its securities lending arrangements even if the value of the investments made with the collateral has declined. Accordingly, if the value of a security in which the cash collateral has been invested declines, the loss would be borne by the Fund, and the Fund may be required to liquidate other investments in order to return collateral to the borrower at the end of a loan.

The cash collateral may be invested in the Liquidity Fund, an affiliated unregistered money market fund managed by SIMC and operated in accordance with Rule 12d1-1 under the 1940 Act. Although the Liquidity Fund is not registered as an investment company under the 1940 Act, it intends to operate as a money market fund in compliance with Rule 2a-7 of the 1940 Act to the extent required by Rule 12d1-1 under the 1940 Act. The Liquidity Fund does not seek to maintain a stable NAV, and therefore its NAV will fluctuate. The cash collateral invested in the Liquidity Fund may be subject to the risk of loss in the underlying investments of the Liquidity Fund. When a Fund invests in the Liquidity Fund, it will bear a pro rata portion of the Liquidity Fund’s expenses, which includes fees paid to SIMC or its affiliates.

SWAPS, CAPS, FLOORS, COLLARS AND SWAPTIONS- Swaps are centrally-cleared or OTC derivative products in which two parties agree to exchange payment streams calculated by reference to an underlying asset, such as a rate, index, instrument or securities (referred to as the “underlying”) and a predetermined amount (referred to as the “notional amount”). The underlying for a swap may be an interest rate (fixed or floating), a currency exchange rate, a commodity price index, a security, group of securities or a securities index, a combination of any of these, or various other rates, securities, instruments, assets or indexes. Swap agreements generally do not involve the delivery of the underlying or principal, and a party’s obligations are generally equal to only the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the swap agreement.

A great deal of flexibility is possible in the way swaps may be structured. For example, in a simple fixed-to-floating interest rate swap, one party makes payments equivalent to a fixed interest rate, and the other party makes payments calculated with reference to a specified floating interest rate, such as LIBOR or the prime rate. In a currency swap, the parties generally enter into an agreement to pay interest streams in one currency based on a specified rate in exchange for receiving interest streams denominated in another currency. Currency swaps may involve initial and final exchanges of the currency that correspond to the agreed upon notional amount. The use of currency swaps is a highly specialized activity which involves special investment techniques and risks, including settlement risk, non-business day risk, the risk that trading hours may not align, and the risk of market disruptions and restrictions due to government action or other factors.

A Fund may engage in simple or more complex swap transactions involving a wide variety of underlyings for various reasons. For example, a Fund may enter into a swap (i) to gain exposure to investments (such as an index of securities in a market) or currencies without actually purchasing those stocks or currencies; (ii) to make an investment without owning or taking physical custody of securities or currencies in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable; (iii) to hedge an existing position; (iv) to obtain a particular desired return at a lower cost to the Fund than if it had invested directly in an instrument that yielded the desired return; or (v) for various other reasons.

Certain Funds may enter into credit default swaps as a buyer or a seller. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided no event of default has occurred. If an event of default occurs, the seller must pay the buyer the full notional value (“par value”) of the underlying in exchange for the underlying. If a Fund is a buyer and no event of default occurs, the Fund will have made a stream of payments to the seller without having benefited from the default protection it purchased. However, if an event of default occurs, the Fund, as a buyer, will receive the full notional value of the underlying that may have little or no value following default. As a seller, a Fund receives a fixed rate of income throughout the term of the contract, provided there is no default. If an event of default occurs, the Fund would be obligated to pay the notional value of the underlying in return for the receipt of the underlying. The value of the underlying received by the Fund, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Fund. Credit default swaps involve different risks than if a Fund invests in the underlying directly. For example, credit default swaps would increase credit risk by providing the Fund with exposure to both the issuer of the referenced obligation (typically a debt obligation) and the counterparty to the credit default swap. Credit default swaps may in some cases be illiquid. Furthermore, the definition of a “credit event” triggering the seller’s payment obligations under a credit default swap may not encompass all of the circumstances in which the buyer may suffer credit-related losses on an obligation of a referenced entity.

The Funds may enter into total return swap agreements. Total return swap agreements are contracts in which one party agrees to make periodic payments based on the change in market value of underlying assets, which may include a specified security, basket of securities, defined portfolios of bonds, loans and mortgages, or securities indexes during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market.

Total return swap agreements may effectively add leverage to a Fund’s portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap. Total return swaps are a mechanism for the user to accept the economic benefits of asset ownership without utilizing the balance sheet. The other leg of the swap, usually LIBOR, is spread to reflect the non-balance sheet nature of the product. Total return swaps can be designed with any underlying asset agreed between two parties. Typically, no notional amounts are exchanged with total return swaps. Total return swap agreements entail the risk that a party will default on its payment obligations to the Fund thereunder. Swap agreements also entail the risk that a Fund will not be able to meet its obligation to the counterparty. Generally, a Fund will enter into total return swaps on a net basis (i.e., the two payment streams are netted out with the Fund receiving or paying, as the case may be, only the net amount of the two payments). Fully funded total return swaps have economic and risk characteristics similar to credit-linked notes, which are described above.

Caps, floors, collars and swaptions are privately-negotiated option-based derivative products. Like a put or call option, the buyer of a cap or floor pays a premium to the writer. In exchange for that premium, the buyer receives the right to a payment equal to the differential if the specified index or rate rises above (in the case of a cap) or falls

below (in the case of a floor) a pre-determined strike level. Like swaps, obligations under caps and floors are calculated based upon an agreed notional amount, and, like most swaps (other than foreign currency swaps), the entire notional amount is not exchanged. A collar is a combination product in which one party buys a cap from and sells a floor to another party. Swaptions give the holder the right to enter into a swap. A Fund may use one or more of these derivative products in addition to or in lieu of a swap involving a similar rate or index.

Under current market practice, swaps, caps, collars and floors between the same two parties are generally documented under a “master agreement.” In some cases, options and forward contracts between the parties may also be governed by the same master agreement. In the event of a default, amounts owed under all transactions entered into under, or covered by, the same master agreement would be netted, and only a single payment would be made.

Generally, a Fund would calculate the obligations of the swap agreements’ counterparties on a “net basis.” Consequently, a Fund’s current obligation (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each counterparty to the swap agreement (the “net amount”). A Fund’s current obligation under a swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be “covered” as required by the 1940 Act.

The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents using standardized swap agreements. As a result, the use of swaps has become more prevalent in comparison with the markets for other similar instruments that are also traded in OTC markets.

Swaps and other derivatives involve risks. One significant risk in a swap, cap, floor, collar or swaption is the volatility of the specific interest rate, currency or other underlying that determines the amount of payments due to and from a Fund. This is true whether these derivative products are used to create additional risk exposure for a Fund or to hedge, or manage, existing risk exposure. If under a swap, cap, floor, collar or swaption agreement a Fund is obligated to make a payment to the counterparty, the Fund must be prepared to make the payment when due. A Fund could suffer losses with respect to such an agreement if the Fund is unable to terminate the agreement or reduce its exposure through offsetting transactions. Further, the risks of caps, floors and collars, like put and call options, may be unlimited for the seller if the cap or floor is not hedged or covered, but is limited for the buyer.

Because under swap, cap, floor, collar and swaption agreements a counterparty may be obligated to make payments to a Fund, these derivative products are subject to risks related to the counterparty’s creditworthiness, in addition to other risks discussed in this SAI. If a counterparty defaults, a Fund’s risk of loss will consist of any payments that the Fund is entitled to receive from the counterparty under the agreement (this may not be true for currency swaps that require the delivery of the entire notional amount of one designated currency in exchange for the other). Upon default by a counterparty, however, a Fund may have contractual remedies under the swap agreement.

A Fund will enter into swaps only with counterparties that an adviser believes to be creditworthy. In addition, a Fund will earmark on the books of the Fund or segregate cash or liquid securities in an amount equal to any liability amount owned under a swap, cap, floor, collar or swaption agreement, or will otherwise “cover” its position as required by the applicable SEC and SEC staff positions.

The swap market is a relatively new market for which regulations are still being developed. The Dodd-Frank Act has substantially altered and increased the regulation of swaps. Swaps are broadly defined in the Dodd-Frank Act, CFTC rules and SEC rules, and also include commodity options and NDFs. Additionally, the Dodd-Frank Act divided the regulation of swaps between commodity swaps (such as swaps on interest rates, currencies, physical commodities, broad based stock indexes, and broad based credit default swap indexes), regulated by the CFTC, and security based swaps (such as equity swaps and single name credit default swaps), regulated by the SEC. The CFTC will determine which categories of swaps will be required to be traded on regulated exchange-like platforms, such as swap execution facilities, and which will be required to be centrally cleared. Cleared swaps must be cleared through futures commission merchants registered with the CFTC, and such futures commission merchants will be required to collect margin from customers for such cleared swaps. Additionally, all swaps are subject to reporting to a swap data repository. Dealers in swaps are required to register with the CFTC as swap dealers and are required to comply with extensive regulations regarding their external and internal business conduct practices, regulatory capital requirements, and rules regarding the holding of counterparty collateral. The SEC will be adopting parallel regulatory requirements applicable to security based swaps.

Both U.S. and non-U.S. regulators are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, may limit or restrict their use by a Fund, otherwise adversely affect their performance or disrupt markets. It is possible that developments in the swap market, including potential additional government regulation, could adversely affect a Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

INVESTMENT LIMITATIONS

The following are fundamental and non-fundamental policies of the Fund. The following percentage limitations (except for the limitation on borrowing and illiquid investments) will apply at the time of the purchase of a security and shall not be considered violated unless an excess of deficiency occurs immediately after or as a result of a purchase of such security.

Fundamental Policies

The following investment limitations are fundamental policies of the Fund, which cannot be changed with respect to the Fund without the consent of the holders of a majority of the Fund’s outstanding shares. The term “majority of outstanding shares” means the vote of: (i) 67% or more of the Fund’s shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of the Fund’s outstanding shares, whichever is less.

The Emerging Markets Equity Fund may not:

1. Purchase securities of an issuer if it would cause the Fund to fail to satisfy the diversification requirement for a diversified management company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

2. Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

3. Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

4. Make loans, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

5. Purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

6. Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

Non-Fundamental Policies

The following investment limitations are non-fundamental policies and may be changed by the Board without a vote of shareholders.

The Emerging Markets Equity Fund may not:

1. Pledge, mortgage or hypothecate assets, except to secure permitted borrowings or in relation to the deposit of assets in escrow or in segregated accounts in compliance with the asset segregation requirements imposed by Section 18 of the 1940 Act, or any rule or SEC staff interpretation thereunder.

2. Purchase securities on margin or effect short sales, except that the Fund may: (i) obtain short-term credits as necessary for the clearance of security transactions; (ii) provide initial and variation margin payments in connection

with transactions involving futures contracts and options on such contracts; and (iii) make short sales “against the box” or in compliance with the SEC’s position regarding the asset segregation requirements of Section 18 of the 1940 Act.

3. Purchase or hold illiquid securities, i.e., any investment that the Fund reasonably expects cannot be sold in current market conditions in seven calendar days without significantly changing the market value of the investment, if, in the aggregate, more than 15% of its net assets would be invested in illiquid securities.

4. With respect to 75% of its total assets: (i) purchase securities of any issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities and securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer.

5. Purchase any securities that would cause 25% or more of the total assets of the Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

6. Borrow money in an amount exceeding 331/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies that either obligate the Fund to purchase securities or require the Fund to segregate assets are not considered to be borrowings. To the extent its borrowings exceed 5% of its assets: (i) all borrowings will be repaid before the Fund makes additional investments and any interest paid on such borrowings will reduce income; and (ii) asset coverage of at least 300% is required in accordance with applicable SEC or SEC staff positions.

7. Make loans if, as a result, more than 331/3% of its total assets would be lent to other parties, except that the Fund may: (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; (iii) lend its securities; and (iv) participate in the SEI Funds inter-fund lending program.

8. Purchase or sell real estate, physical commodities or commodities contracts, except that the Fund may purchase: (i) marketable securities issued by companies that own or invest in real estate (including REITs), commodities or commodities contracts; and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts.

9. Issue senior securities (as defined in the 1940 Act), except as permitted by rule, regulation or order of the SEC.

10. Invest less than 80% of its net assets, under normal circumstances, in equity securities of emerging market issuers. This non-fundamental policy may be changed by the Board with at least 60 days’ notice to the Emerging Markets Equity Fund’s shareholders.

The following descriptions of the 1940 Act may assist shareholders in understanding the above policies and restrictions.

Diversification. Under the 1940 Act, a diversified investment management company, as to 75% of its total assets, may not purchase securities of any issuer (other than securities issued or guaranteed by the U.S. Government, its agents or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer’s outstanding voting securities would be held by the fund.

Concentration. The SEC has presently defined concentration as investing 25% or more of an investment company’s net assets in an industry or group of industries, with certain exceptions.

For purposes of the industry concentration limitations discussed above, these definitions apply to each Fund: (i) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry; (ii) financial service companies will be classified according to end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; (iii) supranational agencies, such as the World Bank or any affiliate thereof or the United Nations, or related entities, will be deemed to be issuers conducting their principal business activities in the same industry; and (iv) governmental issuers within a particular country will be deemed to be conducting their principal business in the same industry.

Borrowing. The 1940 Act presently allows a fund to borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 331/3% of its total assets, including the amount borrowed (not including temporary borrowings not in excess of 5% of its total assets).

Senior Securities. Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation.

Lending. Under the 1940 Act, a fund may only make loans if expressly permitted by its investment policies. Each Fund’s non-fundamental investment policy on lending is set forth above.

Underwriting. Under the 1940 Act, underwriting securities involves a fund purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.

Real Estate. The 1940 Act does not directly restrict a fund’s ability to invest in real estate, but does require that every fund have a fundamental investment policy governing such investments. The Emerging Markets Equity Fund has adopted a fundamental policy that would permit direct investment in real estate. However, the Emerging Markets Equity Fund has a non-fundamental investment limitation that prohibits them from investing directly in real estate. This non-fundamental policy may be changed only by vote of the Fund’s Board.

THE ADMINISTRATOR AND TRANSFER AGENT

General. SEI Investments Global Funds Services (the “Administrator”), a Delaware statutory trust, has its principal business offices at One Freedom Valley Drive, Oaks, Pennsylvania 19456. The Administrator also serves as the transfer agent for the Funds. SIMC, a wholly-owned subsidiary of SEI Investments Company (“SEI”), is the owner of all beneficial interest in the Administrator. SEI and its subsidiaries and affiliates, including the Administrator, are leading providers of fund evaluation services, trust accounting systems, and brokerage and information services to financial institutions, institutional investors, and money managers. The Administrator and its affiliates also serve as administrator or sub-administrator to other mutual funds.

Administration Agreement with the Trust. The Trust and the Administrator have entered into an administration and transfer agency agreement (the “Administration Agreement”). Under the Administration Agreement, the Administrator provides the Trust with administrative and transfer agency services or employs certain other parties, including its affiliates, who provide such services. Such services generally include, but are not limited to:

• maintaining books and records related to a Fund’s cash and position reconciliations, and portfolio transactions;

• preparation of financial statements and other reports for the Funds;

• calculating the NAV of the Funds in accordance with the Funds’ valuation policies and procedures;

• tracking income and expense accruals and processing disbursements to vendors and service providers;

• providing performance, financial and expense information for registration statements and board materials;

• providing certain tax monitoring and reporting;

• providing space, equipment, personnel and facilities;

• maintaining share transfer records;

• reviewing account opening documents and subscription and redemption requests;

• calculating and distributing required ordinary income and capital gains distributions; and

• providing anti-money laundering program services.

The Administration Agreement provides that the Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties or from the reckless disregard of its duties and obligations thereunder.

The Administration Agreement shall remain effective for the initial term of the Agreement and each renewal term thereof unless earlier terminated: (i) by a vote of a majority of the Trustees of the Trust on not less than 60 days’ written notice to the Administrator; or (ii) by the Administrator on not less than 90 days’ written notice to the Trust.

Administration Fees. For its administrative services, the Administrator receives a fee, which is calculated based upon the average daily net assets of each Fund and paid monthly by the Trust. The annual rates are as set forth in the chart below:

Administration Fee

On the first $1.5 billion of Assets;	0.450	%
on the next $500 million of Assets;	0.370	%
on the next $500 million of Assets;	0.290	%
on the next $500 million of Assets;	0.210	%
on Assets over $3 billion.	0.130	%

For the fiscal years ended September 30, 2018, 2019 and 2020 the following table shows: (i) the dollar amount of fees paid to the Administrator by each Fund; and (ii) the dollar amount of the Administrator’s voluntary fee waivers and/or reimbursements.

	Administration Fees Paid (000)						Administration Fees Waived or Reimbursed (000)
Fund	2018		2019		2020		2018		2019		2020
Emerging Markets Equity Fund	$	8,435	$	7,555	$	[XX]	$	0	$	0	$	[XX]

THE ADVISER AND SUB-ADVISERS

General. SIMC serves as the investment adviser for the Funds. SIMC is a wholly-owned subsidiary of SEI (NASDAQ: SEIC), a leading global provider of outsourced asset management, investment processing and investment operations solutions. The principal business address of SIMC and SEI is One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. As of [XX], 2020, SIMC had approximately $[XX] billion in assets under management.

Manager of Managers Structure. SIMC is the investment adviser to the Emerging Markets Equity Fund and operates as a “manager of managers.” SIMC and the Trust have obtained an exemptive order from the SEC that permits SIMC, with the approval of the Trustees, to hire, retain or terminate sub-advisers unaffiliated with SIMC for the Funds without submitting the sub-advisory agreements to a vote of the Funds’ shareholders. Among other things, the exemptive relief permits the disclosure of only the aggregate amount payable by SIMC under all such sub-advisory agreements. The Funds will notify shareholders in the event of any addition or change in the identity of its Sub-Advisers.

SIMC oversees the investment advisory services provided to the Funds and may manage the cash portion of the Funds’ assets. Pursuant to separate sub-advisory agreements with SIMC, and under the supervision of SIMC and the Board, the sub-advisers to the Funds are generally responsible for the day-to-day investment management of all or a discrete portion of the assets of the Funds. Sub-advisers also are responsible for managing their employees who provide services to the Funds.

Subject to Board review, SIMC allocates and, when appropriate, reallocates the Funds’ assets to the Sub-Advisers, monitors and evaluates the Sub-Advisers’ performance and oversees the Sub-Advisers’ compliance with the Funds’ investment objectives, policies and restrictions. SIMC has the ultimate responsibility for the investment

performance of the Funds due to its responsibility to oversee Sub-Advisers and recommend their hiring, termination and replacement.

Advisory and Sub-Advisory Agreements. The Trust and SIMC have entered into an investment advisory agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, SIMC oversees the investment advisory services provided to the Funds and may manage the cash portion of the Funds’ assets. Pursuant to separate sub-advisory agreements (the “Sub-Advisory Agreements” and, together with the Advisory Agreement, the “Investment Advisory Agreements”) with SIMC, and under the supervision of SIMC and the Board, one or more Sub-Advisers are responsible for the day-to-day investment management of all or a discrete portion of the assets of the Funds. The Sub-Advisers also are responsible for managing their employees who provide services to the Funds.

The Advisory Agreement and certain of the Sub-Advisory Agreements provide that SIMC (or any Sub-Adviser) shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard of its obligations or duties thereunder. In addition, certain of the Sub-Advisory Agreements provide that the Sub-Adviser shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or negligence on its part in the performance of its duties, or from reckless disregard of its obligations or duties thereunder.

The continuance of each Investment Advisory Agreement after the first two (2) years must be specifically approved at least annually: (i) by the vote of a majority of the outstanding shares of that Fund or by the Trustees; and (ii) by the vote of a majority of the Trustees who are not parties to such Investment Advisory Agreement or “interested persons” of any party thereto, cast in-person at a meeting called for the purpose of voting on such approval. Each Investment Advisory Agreement will terminate automatically in the event of its assignment and is terminable at any time without penalty by the Trustees of the Trust or, with respect to a Fund, by a majority of the outstanding shares of that Fund, on not less than 30 days’ nor more than 60 days’ written notice to SIMC or the Fund’s Sub-Adviser, as applicable, or by SIMC or the Fund’s Sub-Adviser, as applicable, on 90 days’ written notice to the Trust.

Advisory and Sub-Advisory Fees. For these advisory services, SIMC receives a fee, which is calculated daily and paid monthly, at the annual rates set forth in the table below (shown as a percentage of the average daily net assets of each Fund). SIMC then pays the Sub-Advisers out of its contractual advisory fee for sub-advisory services provided to the Funds. The rates paid to each Sub-Adviser vary. The aggregate sub-advisory fees paid by SIMC for the fiscal year ended September 30, 2020 are set forth below as a percentage of the average daily net assets of each Fund.

Fund Name		Contractual Advisory Fee		Aggregate Sub-Advisory Fees Paid
Emerging Markets Equity Fund*		1.05	%	[XX]	%

*SIMC has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Emerging Markets Equity Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2022 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board.

SIMC pays each Sub-Adviser a fee out of its advisory fee. Sub-Advisory fees are based on a percentage of the average monthly market value of the assets managed by the applicable Sub-Adviser.

For the fiscal years ended September 30, 2018, 2019 and 2020, the following tables show: (i) the contractual advisory fees that SIMC is entitled to receive from each Fund; (ii) the dollar amount of SIMC’s contractual and voluntary fee waivers; (iii) the dollar amount of fees paid to the Sub-Adviser by SIMC; and (iv) the dollar amount of the fees retained by SIMC.

For the fiscal year ended September 30, 2020:

Fund Name

Contractual Advisory
Fees (000)

Advisory Fees Waived
(000)

Sub-Advisory Fees
Paid (000)

Advisory Fees Retained
by SIMC (000)

Emerging Markets Equity Fund

[XX]

For the fiscal year ended September 30, 2019:

Fund Name	Contractual Advisory Fees (000)		Advisory Fees Waived (000)		Sub-Advisory Fees Paid (000)		Advisory Fees Retained by SIMC (000)
Emerging Markets Equity Fund	$	18,034	$	1,849	$	7,600	$	8,585

For the fiscal year ended September 30, 2018:

Fund Name	Contractual Advisory Fees (000)		Advisory Fees Waived (000)		Sub-Advisory Fees Paid (000)		Advisory Fees Retained by SIMC (000)
Emerging Markets Equity Fund	$	20,597	$	2,117	$	8,918	$	9,562

The Sub-Advisers

J O HAMBRO CAPITAL MANAGEMENT LIMITED—J O Hambro Capital Management Limited (“JOHCM”) serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Equity Fund. JOHCM was founded in 1993, and is a private company in England and Wales under no. 2176004. JOHCM was launched in 1993. JOHCM is an independently managed investment management boutique.

KBI GLOBAL INVESTORS (NORTH AMERICA) LTD—KBI Global Investors (North America) Ltd (“KBIGI (North America)”) serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Equity Fund. KBIGI (North America) is an Irish domiciled and incorporated company registered as an investment adviser with the SEC and regulated by the Central Bank of Ireland. It is a wholly-owned subsidiary of KBI Global Investors Ltd (“KBIGI Ltd”), an institutional asset manager headquartered in Dublin. Combined, KBIGI Ltd and KBIGI (North America) have a global client base with mandates in the UK, Europe, North America and Asia.

Established in 1980 as the Investment Management division of Ulster Bank Ltd, KBI Global Investors (“KBIGI”), the collective term for KBI Global Investors Dublin Ltd, and its wholly owned subsidiary, KBIGI (North America), have been managing assets for institutional clients for 39 years—public and corporate pension schemes, sub-advisory investors, foundations and endowments, wealth managers, private banks and investment intermediaries included.

KBI Global Investors operated as Kleinwort Benson Investors (‘KBI’) until 1 September 2016, when it was acquired by Amundi Asset Management—the leading European asset manager. Amundi Asset Management acquired a majority stake (87.5%) in KBI Global Investors Ltd., with KBI Global Investors employees taking a minority stake (12.5%). Amundi Asset Management is, in turn, 100% owned by Amundi, which is listed on the French Stock Exchange and has more than €1trn in assets. KBI Global Investors Ltd. continues to operate autonomously within the Amundi group.

LAZARD ASSET MANAGEMENT LLC—Lazard Asset Management LLC (“Lazard”) serves as a Sub-Adviser to a portion of the assets of the International Equity and Emerging Markets Equity Funds. Lazard is a Delaware limited liability company. It is a subsidiary of Lazard Frères & Co. LLC, a New York limited liability company with one member, Lazard Group LLC, a Delaware limited liability company. Interests of Lazard Group LLC are held by Lazard Ltd., which is a Bermuda corporation with shares that are publicly traded on the New York Stock Exchange.

NEUBERGER BERMAN INVESTMENT ADVISERS LLC—Neuberger Berman Investment Advisers LLC (“NBIA”)serves as the Sub-Adviser to a portion of the assets of the Emerging Markets Equity Fund. As of September 30, 2020, NBIA was directly owned by Neuberger Berman Investment Advisers Holdings LLC and Neuberger Berman AA LLC, which are subsidiaries of Neuberger Berman Group LLC (“NBG”). NBG is a holding company the subsidiaries of which provide a broad range of global investment solutions to institutions and individuals. NBG’s voting equity is wholly-owned by NBSH Acquisition, LLC, which is controlled by Neuberger Berman Organization (“NB”).

QTRON INVESTMENTS LLC-Qtron Investments LLC (“Qtron”) serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Equity Fund. Qtron is independent and 100% employee owned. Currently, co-founders Mr. Ronald Hua and Dr. Dmitri Kantsyrev are the only managing partners of the firm and share equal equity ownership.

RWC ASSET ADVISORS (US) LLC—RWC Asset Advisors (US) LLC (“RWC”) serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Equity Fund. RWC is a limited liability company formed under the

laws of the State of Delaware in 2012. RWC is a wholly-owned subsidiary of RWC Partners Limited, a private limited company incorporated in England and Wales under no. 03517631.

Portfolio Management

SIMC

Compensation. SIMC compensates each portfolio manager for his or her management of the Emerging Markets Equity Fund. Each portfolio manager’s compensation consists of a fixed annual salary, plus a discretionary annual bonus determined generally as follows.

Portfolio manager compensation is a combination of both Fund performance and SEI/Company performance. A majority of each portfolio manager’s compensation is determined by the performance of the Funds for which the portfolio manager is responsible for over both a short-term and long-term time horizon. A final factor is a discretionary component, which is based upon a qualitative review of the portfolio managers and their team.

Ownership of Fund Shares. As of September 30, 2020, the portfolio managers beneficially owned shares of the Funds they manage (which may be through their 401(k) plans), as follows:

Portfolio Manager		Dollar Range of Fund Shares
John Lau		[None]

Other Accounts. As of September 30, 2020, in addition to the Emerging Markets Equity Fund the portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

Registered Investment
Companies

Other Pooled
Investment Vehicles

Other Accounts

Portfolio Manager

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

John Lau

[XX]

[No account listed above is subject to a performance-based advisory fee.]

Conflicts of Interest. The portfolio managers’ management of registered investment companies other pooled investment vehicles or other accounts may give rise to actual or potential conflicts of interest in connection with their day-to-day oversight of the Emerging Market Equity Fund’s investments. The other accounts might have similar investment objectives as the Emerging Market Equity Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Emerging Market Equity Fund.

While the portfolio managers’ management of the other accounts may give rise to the following potential conflicts of interest, SIMC does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, SIMC believes that it has designed policies and procedures that are reasonably designed to manage such conflicts in an appropriate way.

Knowledge of the Timing and Size of Fund Trades. A potential conflict of interest may arise as a result of the portfolio managers’ day-to-day oversight of the Emerging Market Equity Fund. Because of their positions with the Emerging Market Equity Fund, the portfolio managers know the size, timing and possible market impact of Emerging Market Equity Fund trades. It is theoretically possible that the portfolio managers could use this information to the advantage of the other accounts and to the possible detriment of the Emerging Market Equity Fund. However, SIMC has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio managers’ oversight of the Emerging Market Equity Fund and other accounts, which, in theory, may allow them to allocate investment opportunities in a way that favors the other accounts over the Emerging Market Equity Fund. This conflict of interest may be exacerbated to the extent that SIMC or the portfolio managers receive, or expect to receive, greater compensation from their management of the other accounts than the Emerging Market Equity Fund. Notwithstanding this theoretical conflict of interest, it is SIMC’s policy to manage each account based on its investment objectives and related restrictions and, as discussed above, SIMC has adopted policies and procedures

reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions. For example, while the portfolio managers may buy for other accounts securities that differ in identity or quantity from securities bought for the Emerging Market Equity Fund, such an approach might not be suitable for the Emerging Market Equity Fund given its investment objectives and related restrictions.

JOHCM

Compensation. SIMC pays JOHCM a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between JOHCM and SIMC. JOHCM pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2020.

Compensation is based on the value of the assets in the Emerging Markets Equity Fund’s portfolio. The remuneration structure for investment professionals includes a base salary, a revenue share (proportion of the management fee generated and performance fee) and the opportunity to earn an equity stake. The performance fee element provides a direct link between relative client returns and remuneration. When evaluating the portfolio managers’ performance, JOHCM compares the pre-tax performance of Emery Brewer’s and Dr. Ivo Kovachev’s accounts to the MSCI Emerging Markets Index, typically over a 12-month period.

Revenue Share

Arrangements are in place for the fund management team to share, depending on the maturity of a fund, between 10% and 20% of the revenue share generated on the funds that they manage. This is subject, in some cases, to a fund cost hurdle before the revenue share is paid to the team. For longer serving fund managers, part of their revenue share is paid in equity (see below).

Equity

JOHCM is an independently managed investment management boutique that has been a wholly-owned subsidiary of Pendal Group Limited (Pendal) since October 2011. Pendal is listed on the Australian Securities Exchange (ASX code: PDL) and is an independent, global investment management firm. All investment professionals and the majority of staff have equity participation in listed Pendal shares.

The Fund Linked Equity scheme is designed for new fund management teams or existing teams launching a new strategy. Under this arrangement, notional shares are valued in line with the growth and performance of the fund managed and after a long term vesting period these notional shares will convert to Pendal equity, allowing the fund manager to become a shareholder in Pendal. The Pendal shares are subject to further deferral arrangements and leaver conditions, thus providing a reward for the long term growth of funds under management and enhancing fund manager retention for both clients and shareholders.

Longer serving fund managers increase their equity participation through two equity schemes related to the revenue share generated on their funds. The revenue share is only awarded to the fund manager provided a prescribed cost hurdle has been exceeded. Each scheme has different vesting periods and will award the equity on different dates, but once vested and awarded to the fund manager; this equity is subject to deferral arrangements and leaver conditions to aid retention.

Finally, certain key managers are participants in a third Retention Plan that will pay out equity in two tranches. Tranche one is a fixed award of equity value and this vests over a set period, at the end of which the fund manager is awarded the equity provided they are still in employment at the release date. The second tranche of equity (also of fixed value) is conditional on the retention of fund assets. In the event the fund manager leaves employment on ‘Good Leaver’ terms, it is paid twelve months following that leave date.

JOHCM has built its business by attracting and retaining experienced fund managers with established track records from large firms. JOHCM provides them with an efficient operating structure and risk management, as well as a direct economic interest in the strategies they manage.

In summary, JOHCM has a results oriented partnership ethos. The variable elements of a fund manager’s remuneration could represent a significant multiple of base salary where asset growth and strong performance is delivered.

Ownership of Fund Shares. As of September 30, 2020, JOHCM’s portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of September 30, 2020, in addition to the Emerging Markets Equity Fund, JOHCM’s portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

Registered Investment
Companies

Other Pooled
Investment Vehicles

Other Accounts

Portfolio Manager

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Emery Brewer**

[XX]

Dr. Ivo Kovachev**

[XX]

[* These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.]

** Mr. Brewer and Dr. Ivo Kovachev manage the assets in partnership.

JOHCM levies a performance fee on any net outperformance of the benchmark in the calendar year. A high watermark is applied such that any underperformance is carried forward. Should the team underperform the benchmark in any given calendar year, this underperformance is then carried forward to the next year and must be recouped before a performance fee can be charged. JOHCM does not carry forward outperformance from one calendar year to the next, the hurdle rate is reset to 0 at the end of the year if the account charges a performance fee in a calendar year.

AUM is available on a quarterly basis.

Conflicts of Interest. The following are the types of conflicts of interest that may arise within the JOHCM Group, and the way in which they are managed and monitored in the compliance program:

General

JOHCM acts as discretionary investment manager for a number of separate publicly available funds and segregated institutional accounts. The investment mandates for these clients are such that a particular investment will be suitable for inclusion in a number of different portfolios.

Each strategy is managed by a named senior fund manager and deputy, or by named co-lead managers. It is a key part of the group’s decentralized investment philosophy that these investment teams have the freedom, subject to agreed mandate restrictions, to make their own investment decisions.

Subject to any particular size or other constraints such as risk appetite contained in client mandates, the proposed participation in an investment will be in proportion to the relative size of the portfolios managed by that investment team. The timing of decisions made by that investment team will also be influenced by any inflows to or outflows from the portfolios they manage. It is also of note that a different investment team may make different decisions or make similar decisions at different times in respect of the same investment.

All of these factors may result in different investment outcomes among investment strategies, and among mandates managed by the same investment team. JOHCM has policies in place to address the potential for conflict that this creates, that are designed to ensure the fair allocation of investment opportunities among clients. Compliance with these policies is reviewed ex post by various means, including performance dispersion analysis and monitoring order handling.

Ownership and Group Relationships

JOHCM is a wholly owned subsidiary of Pendal Group Limited (Pendal), an Australian listed investment management group, headquartered in Sydney. JOHCM and its two wholly owned subsidiaries, JOHCM (Singapore) Pte Ltd and JOHCM (USA) Inc, (collectively JOHCM Group) operate as a stand-alone business within the Pendal Group. Within that model, JOHCM retains its full investment and operational independence.

As part of its governance remit, the JOHCM Board may consider it appropriate to promote the success of the Pendal Group as a whole or of any member of the Group, but each director, and the firm in general, must also comply with the FCA’s rules and principles, which require clients to be treated fairly, their interests to be served, and the effective mitigation and management of the risk of conflict with those interests.

On this basis, no conflicts thus arise from our corporate structure beyond those inherent and commonplace in a shareholder ownership model.

Basis of Remuneration - the firm and fund managers

The basis of JOHCM Group’s remuneration, which is recorded in the agreements with individual clients, may be different for different types of client portfolios. The percentage rate for the annual management charge is not the same for all portfolios and in many cases there will also be a performance fee payable, which may be calculated on differing bases for different types of portfolios e.g. OEIC, mutual fund or segregated account. Thus, different portfolios in the same strategy may attract different fee levels.

It is therefore important to ensure that these differing rewards for the firm, and in some cases the particular fund manager, do not lead to similar portfolios being treated unfairly, with one being favoured or disadvantaged relative to each other. The policies and monitoring programme referred to above relating to fair allocation of investment opportunities are also important safeguards in managing this potential for conflict.

The remuneration of the individual fund managers is a combination of some or all of a salary, a share of performance fees earned by the firm from the portfolios they manage, the management fees earned on their particular strategy, and that which derives from their equity interest in the Pendal Group.

The remuneration of individual JOHCM employees is independently overseen by the Remuneration Committee of J O Hambro Capital Management Holdings Limited in accordance with a Remuneration Policy that is designed to promote alignment of individual fund managers’ interests with their clients’ and to meet the FCA Rules and standards.

Inside Information

The misuse of inside information amounts to a breach of the FCA Rules and in some cases may be a criminal offence. It creates an inherent conflict of interest because it gives the holder of the information an unfair advantage over other market participants who do not have that knowledge.

JOHCM’s fund managers are encouraged to analyse and meet with those companies in which they invest on behalf of their clients, but most do not actively seek out inside information. Other employees within the firm may also inadvertently learn of facts or circumstances that amount to inside information, whether in the course of their work, or otherwise. The firm has various safeguards in place that are designed to protect clients and other market participants against this potential for conflict, including staff training on the issue and a policy that requires any employee in receipt of inside information to report it immediately to Compliance. This results in an embargo on further orders being placed in the securities of the relevant company by all JOHCM investment teams, whether or not they are themselves in actual receipt of the inside Information.

Employee Personal Dealing

To manage the obvious risk of conflict of interest arising in this area, all employees are made subject to the Group’s Employee Dealing Rules which place clear parameters on how and when they may deal in securities for their own account and their immediate family’s, and include regular reporting of personal transactions and holdings.

Gifts & Entertainment

The giving and receiving of gifts or entertainment are subject to the Group’s policy, which is designed to ensure that staff do not offer or give, solicit or accept any inducement which is likely to conflict with their duties to clients or would be in breach of any statutory or regulatory restrictions.

KBIGI (North America)

Compensation. SIMC pays KBIGI (North America) a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between KBIGI (North America) and

SIMC. KBIGI (North America) pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2020.

The portfolio managers and key executives have a number of different components to compensation which offers very strong combination of incentivisation and retention. These components strongly align key employees with clients and the firm’s majority shareholder. KBIGI (North America) believes they compare very favorably with other firms within the industry. These components are set out below:

Base Salary: Benchmarked to industry.

Annual Bonus: For portfolio managers, the bonus amount paid is based predominantly on relative investment performance for the relevant strategies/funds assessed over 1, 2 and 3 year rolling numbers. This ensures a longer term investment perspective rather than a year by year focus. Key employees are obliged to take a proportion of the annual bonus in parent company equity which is then locked in for three years. If the executives cease employment with the firm, a portion of this equity is forfeited.

Profit Share: The overall company pool for profit share is determined by the profitability of KBIGI (Dublin). 30% of Profit before Tax is set aside to fund the Annual Bonus and Profit Share. Any funds remaining after annual bonus awards are distributed among selected key employees. Payments under the profit sharing scheme are through a combination of cash, parent company equity and units in KBIGI (North America) funds. Equity and fund holdings are held in trust for a three -year period. If the executives cease employment with the firm, a portion of this equity is forfeited.

Equity Participation: Following completion of the acquisition of the majority shareholding by Amundi employees will hold a 12.5% equity stake in the business. If the employee shareholders were to leave within five years of completion this holding is subject to forfeiture provisions. After year five there are put and call structures in place to enable employees to sell the holding on a phased basis over a multi-year period.

Retention is supported by the firm’s compensation program but is also achieved by giving talented people autonomy to pursue their investment beliefs in a healthy and forward looking commercial environment.

Ownership of Fund Shares. As of September 30, 2020, KBIGI (North America)’s portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of September 30, 2020, in addition to the Emerging Markets Equity Fund, KBIGI (North America)’s portfolio managers were responsible for the day-to-day management of certain other accounts of both KBIGI (North America) and KBIGI, as follows:

Registered Investment
Companies

Other Pooled
Investment Vehicles

Other Accounts

Portfolio Manager†

Number
of Accounts

Total Assets
(in billions)

Number
of Accounts

Total Assets
(in billions)

Number
of Accounts

Total Assets
(in billions)

Gareth Maher

[XX]

David Hogarty

[XX]

Ian Madden

[XX]

James Collery

[XX]

John Looby

[XX]

Massimiliano Tondi, CFA, FRM

[XX]

[* These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.]

† KBIGI (North America) utilizes a team-based approach to portfolio management, and each of the portfolio managers listed above are jointly responsible for the management of a portion of the accounts listed in each category.

Conflicts of Interest. KBIGI (North America)’s portfolio managers’ management of other accounts (collectively, the “KBIGI Other Accounts”) may give rise to potential conflicts of interest in connection with their management of the Emerging Markets Equity Fund’s investments, on the one hand, and the investments of the KBIGI Other Accounts, on the other. The KBIGI Other Accounts might have similar investment objectives as the Emerging Markets Equity Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Emerging Markets Equity Fund. KBIGI (North America) does not believe that these conflicts, if any, are material or, to the extent any such conflicts are material, KBIGI (North America) believes that it has designed policies and procedures to manage those conflicts in an appropriate way.

A potential conflict of interest may arise as a result of KBIGI (North America)’s portfolio managers’ day-to-day management of the Emerging Markets Equity Fund. Because of their positions with the Emerging Markets Equity Fund, the portfolio managers know the size, timing and possible market impact of Emerging Markets Equity Fund trades. It is theoretically possible that KBIGI (North America)’s portfolio managers could use this information to the advantage of the KBIGI Other Accounts they manage and to the possible detriment of the Emerging Markets Equity Fund. However, KBIGI (North America) has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

A potential conflict of interest may arise as a result of KBIGI (North America)’s portfolio managers’ management of the Emerging Markets Equity Fund and KBIGI Other Accounts, which, in theory, may allow them to allocate investment opportunities in a way that favors KBIGI Other Accounts over the Emerging Markets Equity Fund. This conflict of interest may be exacerbated to the extent that KBIGI (North America) or its portfolio managers receive, or expect to receive, greater compensation from their management of the KBIGI Other Accounts (many of which receive a base and incentive fee) than from the Emerging Markets Equity Fund. Notwithstanding this theoretical conflict of interest, it is KBIGI (North America)’s policy to manage each account based on its investment objectives

and related restrictions and, as discussed above, KBIGI (North America) has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions. For example, while KBIGI (North America)’s portfolio managers may buy for KBIGI Other Accounts securities that differ in identity or quantity from securities bought for the Emerging Markets Equity Fund, such securities might not be suitable for the Emerging Markets Equity Fund given its investment objectives and related restrictions.

Lazard

Compensation. SIMC pays Lazard a fee based on the assets under management of the International Equity and Emerging Markets Equity Funds as set forth in an investment sub-advisory agreement between Lazard and SIMC. The following information relates to the period ended September 30, 2020.

Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively.

Salary and bonus are paid in cash, stock and restricted interests in funds managed by Lazard or its affiliates. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager’s compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard’s investment philosophy.

Total compensation is generally not fixed, but rather is based on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the performance results of the portfolios managed by the investment teams of which the portfolio manager is a member.

Variable bonus is based on the portfolio manager’s quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark (generally as set forth in the prospectus or other governing document) over the current fiscal year and the longer-term performance of such account, as well as performance of the account relative to peers. In addition, the portfolio manager’s bonus can be influenced by subjective measurement of the manager’s ability to help others make investment decisions.

A portion of a portfolio manager’s variable bonus is awarded under a deferred compensation arrangement pursuant to which the portfolio manager may allocate certain amounts awarded among certain accounts in shares that vest in two to three years. Certain portfolio managers’ bonus compensation may be tied to a fixed percentage of revenue or assets generated by the accounts managed by such portfolio management teams.

Ownership of Fund Shares. As of September 30, 2020, Lazard’s portfolio managers did not beneficially own any shares of the International Equity or Emerging Markets Equity Funds.

Other Accounts. As of September 30, 2020, in addition to the International Equity and Emerging Markets Equity Funds, Lazard’s portfolio managers were responsible for the day to-day management of certain other accounts, as follows:

Registered Investment
Companies

Other Pooled
Investment Vehicles

Other Accounts

Portfolio Manager

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Kevin O’Hare, CFA

[XX]

Peter Gillespie, CFA

[XX]

James Donald, CFA

[XX]

John R. Reinsberg

[XX]

Mark Rooney, CFA

[XX]

Erik Van Der Sande, CFA

[XX]

* These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

Conflicts of Interest. Although the potential for conflicts of interest exist when an investment adviser and portfolio managers manage other accounts that invest in securities in which the International Equity and Emerging Markets Equity Funds may invest or that may pursue a strategy similar to the International Equity and Emerging Markets Equity Funds’ investment strategies implemented by Lazard (collectively, “Similar Accounts”), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the International Equity and Emerging Markets Equity Funds are not disadvantaged, including procedures regarding trade allocations and “conflicting trades” (e.g., long and short positions in the same or similar securities). In addition, the International Equity and Emerging Markets Equity Funds are subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.

Potential conflicts of interest may arise because of Lazard’s management of the International Equity and Emerging Markets Equity Funds and Similar Accounts, including the following:

1. Similar Accounts may have investment objectives, strategies and risks that differ from those of the International Equity or Emerging Markets Equity Funds. In addition, the International Equity and Emerging Markets Equity Funds are registered investment companies, subject to different regulations than certain of the Similar Accounts and, consequently, may not be permitted to invest in the same securities, exercise rights to exchange or convert securities or engage in all the investment techniques or transactions, or to invest, exercise or engage to the same degree, as the Similar Accounts. For these or other reasons, the portfolio managers may purchase different securities for the International Equity and Emerging Markets Equity Funds and the corresponding Similar Accounts, and the performance of securities purchased for the International Equity and Emerging Markets Equity Funds may vary from the performance of securities purchased for Similar Accounts, perhaps materially.

2. Conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities. Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard’s overall allocation of securities in that offering, or to increase Lazard’s ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account.

3. Portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the International Equity and Emerging Markets Equity Funds, that they are managing on behalf of Lazard. Although Lazard does not track each individual portfolio manager’s time dedicated to each account, Lazard periodically reviews each portfolio manager’s overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the International Equity and Emerging Markets Equity Funds. As illustrated in the table above, most of the portfolio managers manage a significant number of Similar Accounts (10 or more) in addition to the International Equity and Emerging Markets Equity Funds.

4. Generally, Lazard and/or its portfolio managers have investments in Similar Accounts. This could be viewed as creating a potential conflict of interest, since certain of the portfolio managers do not invest in the International Equity and Emerging Markets Equity Funds.

5. The portfolio managers noted with an * in the table above manage Similar Accounts with respect to which the advisory fee is based on the performance of the account, which could give the portfolio managers and Lazard an incentive to favor such Similar Accounts over the International Equity and Emerging Markets Equity Funds.

6. Portfolio managers may place transactions on behalf of Similar Accounts that are directly or indirectly contrary to investment decisions made for the International Equity and Emerging Markets Equity Funds, which could have the potential to adversely impact the International Equity and Emerging Markets Equity Funds, depending on market conditions. In addition, if the International Equity and Emerging Markets Equity Funds’ investment in an issuer is at a different level of the issuer’s capital structure than an investment in the issuer by Similar Accounts, in the event of credit deterioration of the issuer, there may be a conflict of interest between the International Equity and Emerging Markets Equity Funds’ and such Similar Accounts’ investments in the issuer. If Lazard sells securities short, including on behalf of a Similar Account, it may be seen as harmful to the performance of the International Equity and Emerging Markets Equity Funds to the extent it invests “long” in the same or similar securities whose market values fall as a result of short-selling activities.

7. Investment decisions are made independently from those of the Similar Accounts. If, however, such Similar Accounts desire to invest in, or dispose of, the same securities as the International Equity and Emerging Markets Equity Funds, available investments or opportunities for sales will be allocated equitably to each. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the International Equity and Emerging Markets Equity Funds or the price paid or received by the International Equity and Emerging Markets Equity Funds.

8. Under Lazard’s trade allocation procedures applicable to domestic and foreign initial and secondary public offerings and Rule 144A transactions (collectively herein a “Limited Offering”), Lazard will generally allocate Limited Offering shares among client accounts, including the International Equity and Emerging Markets Equity Funds, pro rata based upon the aggregate asset size (excluding leverage) of the account. Lazard may also allocate Limited Offering shares on a random basis, as selected electronically, or other basis. It is often difficult for the Investment Manager to obtain a sufficient number of Limited Offering shares to provide a full allocation to each account. Lazard’s allocation procedures are designed to allocate Limited Offering securities in a fair and equitable manner.

NBIA

Compensation. SIMC pays NBIA a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between NBIA and SIMC. Neuberger Berman pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2020.

Portfolio Manager Compensation Structure

NBIA’s compensation philosophy is one that focuses on rewarding performance and incentivizing its employees. NBIA is also focused on creating a compensation process that it believes is fair, transparent, and competitive with the market.

Compensation for Portfolio Managers consists of fixed (salary) and variable (bonus) compensation but is more heavily weighted on the variable portion of total compensation and is paid from a team compensation pool made available to the portfolio management team with which the Portfolio Manager is associated. The size of the team compensation pool is determined based on a formula that takes into consideration a number of factors including the pre-tax revenue that is generated by that particular portfolio management team, less certain adjustments. The bonus portion of the compensation is discretionary and is determined on the basis of a variety of criteria, including investment performance (including the aggregate multi-year track record), utilization of central resources (including research, sales and operations/support), business building to further the longer term sustainable success of the investment team, effective team/people management, and overall contribution to the success of NB. Certain Portfolio Managers may manage products other than mutual funds, such as high net worth separate accounts. For the management of these accounts, a Portfolio Manager may generally receive a percentage of pre-tax revenue determined on a monthly basis less certain deductions. The percentage of revenue a Portfolio Manager receives pursuant to this arrangement will vary based on certain revenue thresholds.

The terms of NBIA’s long-term retention incentives are as follows:

Employee-Owned Equity. Certain employees (primarily senior leadership and investment professionals) participate in NB’s equity ownership structure, which was designed to incentivize and retain key personnel. In addition, in prior years certain employees may have elected to have a portion of their compensation delivered in the form of equity. NBIA also offers an equity acquisition program which allows employees a more direct opportunity to invest in NB. For confidentiality and privacy reasons, NBIA cannot disclose individual equity holdings or program participation.

Contingent Compensation. Certain employees may participate in the Neuberger Berman Group Contingent Compensation Plan (the “CCP”) to serve as a means to further align the interests of its employees with the success of the firm and the interests of its clients, and to reward continued employment. Under the CCP, up to 20% of a participant’s annual total compensation in excess of $500,000 is contingent and subject to vesting. The contingent amounts are maintained in a notional account that is tied to the performance of a portfolio of NB investment strategies as specified by the firm on an employee-by-employee basis. By having a participant’s contingent compensation tied to NB investment strategies, each employee is given further incentive to operate as a prudent risk manager and to collaborate with colleagues to maximize performance across all business areas. In the case of members of investment teams, including Portfolio Managers, the CCP is currently structured so that such employees have exposure to the investment strategies of their respective teams as well as the broader NB portfolio.

Restrictive Covenants. Most investment professionals, including Portfolio Managers, are subject to notice periods and restrictive covenants which include employee and client non-solicit restrictions as well as restrictions on the use of confidential information. In addition, depending on participation levels, certain senior professionals who have

received equity grants have also agreed to additional notice and transition periods and, in some cases, non-compete restrictions. For confidentiality and privacy reasons, NBIA cannot disclose individual restrictive covenant arrangements.

Ownership of Fund Shares. As of September 30, 2020, NBIA’s portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of September 30, 2020, in addition to the in addition to the Emerging Markets Fund, NBIA’s portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

Registered Investment
Companies

Other Pooled
Investment Vehicles

Other Accounts

Portfolio Manager

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Conrad A. Saldanha, CFA

[XX]

[* These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.]

Conflicts of Interest. Actual or apparent conflicts of interest may arise when a Portfolio Manager for NBIA has day-to-day management responsibilities with respect to more than one fund or other account. The management of multiple funds and accounts (including proprietary accounts) may give rise to actual or potential conflicts of interest if the funds and accounts have different or similar objectives, benchmarks, time horizons, and fees, as a Portfolio Manager must allocate his or her time and investment ideas across multiple funds and accounts. A Portfolio Manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund, and which may include transactions that are directly contrary to the positions taken by a fund. For example, a Portfolio Manager may engage in short sales of securities for another account that are the same type of securities in which a fund it manages also invests. In such a case, the Portfolio Manager could be seen as harming the performance of the fund for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall.

Additionally, if a Portfolio Manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity. There may also be regulatory limitations that prevent a fund from participating in a transaction that another account or fund managed by the same Portfolio Manager will invest. For example, the 1940 Act, prohibits the mutual funds from participating in certain transactions with certain of its affiliates and from participating in “joint” transactions alongside certain of its affiliates. The prohibition on “joint” transactions may limit the ability of the funds to participate alongside its affiliates in privately negotiated transactions unless the transaction is otherwise permitted under existing regulatory guidance and may reduce the amount of privately negotiated transactions that the funds may participate in. Further, NBIA may take an investment position or action for a fund or account that may be different from, inconsistent with, or have different rights than (e.g., voting rights, dividend or repayment priorities or other features that may conflict with one another), an action or position taken for one or more other funds or accounts, including a fund, having similar or different objectives.

A conflict may also be created by investing in different parts of an issuer’s capital structure (e.g., equity or debt, or different positions in the debt structure). Those positions and actions may adversely impact, or in some instances benefit, one or more affected accounts, including the funds. Potential conflicts may also arise because portfolio decisions and related actions regarding a position held for a fund or another account may not be in the best interests of a position held by another fund or account having similar or different objectives. If one account were to buy or sell portfolio securities shortly before another account bought or sold the same securities, it could affect the price paid or received by the second account. Securities selected for funds or accounts other than a fund may outperform the securities selected for a fund.

Finally, a conflict of interest may arise if NBIA and a Portfolio Manager has a financial incentive to favor one account over another, such as a performance-based management fee that applies to one account but not all funds or

accounts for which a Portfolio Manager is responsible. In the ordinary course of operations certain businesses within NB may seek access to material non-public information. For instance, NB loan portfolio managers may utilize material non-public information in purchasing loans and from time to time, may be offered the opportunity on behalf of applicable clients to participate on a creditors committee, which participation may provide access to material non-public information.

NB maintains procedures that address the process by which material non-public information may be acquired intentionally by NB. When considering whether to acquire material non-public information, NB will take into account the interests of all clients and will endeavor to act fairly to all clients. The intentional acquisition of material non-public information may give rise to a potential conflict of interest since NB may be prohibited from rendering investment advice to clients regarding the public securities of such issuer and thereby potentially limiting the universe of public securities that NB, including a fund, may purchase or potentially limiting the ability of NB, including a fund, to sell such securities. Similarly, where NB declines access to (or otherwise does not receive) material non-public information regarding an issuer, the portfolio managers may base investment decisions for its clients, including a fund, with respect to loan assets of such issuer solely on public information, thereby limiting the amount of information available to the portfolio managers in connection with such investment decisions.

NB has adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Qtron

Compensation. SIMC pays Qtron a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between Qtron and SIMC. Qtron pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2020.

Qtron’s compensation package for investment professionals consists of a competitive base salary (based on annual benchmarking study), a performance-based bonus, and equity incentives. The base salaries and performance bonus account for the majority of employees’ remuneration. The performance bonus elements may comprise of cash and/or equity incentives at the discretion of the management team.

Ownership of Fund Shares. As of September 30, 2020, Qtron’s portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of September 30, 2020, in addition to the Emerging Markets Equity Fund, Qtron’s portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

Registered Investment
Companies

Other Pooled
Investment Vehicles

Other Accounts

Portfolio Manager

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Dmitri Kantsyrev, Ph.D., CFA

[XX]

Ronald Hua, CFA

[XX]

[* These accounts, which are subject to the accounts in the preceding row, are subject to a performance-based advisory fee.]

Conflicts of Interest. A conflict of interest may arise as a result of the portfolio manager being responsible for multiple accounts, including the Emerging Markets Equity Fund, which may have different investment guidelines and objectives. In addition to the Emerging Markets Equity Fund, these accounts may include accounts of registered investment companies, private pooled investment vehicles and other accounts. In particular, this conflict of interest may arise as a result of Qtron’s management of the Emerging Markets Equity Fund and other accounts, which, in theory, may allow Qtron to allocate investment opportunities in a way that favors other accounts over the Emerging Markets Equity Fund. This conflict of interest may be exacerbated to the extent that Qtron or the portfolio manager receive, or expect to receive, greater compensation from their management of the other accounts (some of which receive both a management and incentive fee) than the Emerging Markets Equity Fund. Qtron (or its members,

employees and affiliates) may give advice or take action with respect to the other accounts that differs from the advice given with respect to the Emerging Markets Equity Fund. To the extent a particular investment is suitable for both the Emerging Markets Equity Fund and the other accounts, such investments will be allocated between the Emerging Markets Equity Fund and the other accounts in a manner that Qtron determines is fair and equitable under the circumstances to all clients, including the Emerging Markets Equity Fund.

To address and manage these potential conflicts of interest, Qtron has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis.

RWC

Compensation. SIMC pays RWC a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between RWC and SIMC. RWC pays its professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund.

The heads of the investment team are employees of RWC and are compensated via a share in the management fees and, where applicable, the performance fees generated by the funds managed directly by them. They are also incentivised through equity participation in RWC Partners Limited. The remaining investment team members are typically paid a salary and discretionary bonus, allocated to them by the heads of the investment team from the management and performance fee share.

Ownership of Fund Shares. As of September 30, 2020, RWC’s portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of September 30, 2020, in addition to the Emerging Markets Equity Fund, RWC’s portfolio managers were responsible for the management of certain other accounts, as follows:

Registered Investment
Companies

Other Pooled
Investment Vehicles

Other Accounts

Portfolio Manager

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

Number
of Accounts

Total Assets
(in millions)

James Johnstone

[XX]

John Malloy

[XX]

[* These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.]

Conflicts of Interest. A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Emerging Markets Equity Fund, which may have different investment guidelines and objectives. In addition to the Emerging Markets Equity Fund, these accounts may include other mutual funds managed on an advisory or sub-advisory basis, separate accounts and collective trust accounts. An investment opportunity may be suitable for the Emerging Markets Equity Fund as well as for any of the other accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by the Emerging Markets Equity Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Emerging Markets Equity Fund, may track the same benchmarks or indexes as the Emerging Markets Equity Fund tracks and may sell securities that are eligible to be held, sold or purchased by the Emerging Markets Equity Fund. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager may also manage accounts whose investment objectives and policies differ from those of the Emerging Markets Equity Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including the Emerging Markets Equity Fund. RWC or the Portfolio Managers may have a potential conflict of interest in allocating time and activity between the Emerging Markets Equity Fund and other client accounts. In addition, RWC and its officers and employees may have investments of their own in these other client accounts. To address and manage these potential conflicts of interest, RWC has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, and reviews are carried out by the compliance team.

DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING

General. SEI Investments Distribution Co. (the “Distributor”) serves as each Fund’s distributor. The Distributor is a wholly-owned subsidiary of SEI. The Distributor has its principal business address at One Freedom Valley Drive, Oaks, Pennsylvania 19456.

Distribution Agreement, Shareholder Servicing and Administrative Servicing Plans. The Distributor serves as each Fund’s distributor pursuant to a distribution agreement (the “Distribution Agreement”) with the Trust.

For the fiscal year ended September 30, 2020, the Funds did not incur any 12b-1 expenses.

Pursuant to a Shareholder Service Plan (the “Service Plan”), the various classes of Shares are authorized to pay service providers a fee in connection with the ongoing servicing of shareholder accounts owning such Shares at the annual rate of up to 0.25% of the value of the average daily net assets attributable to each of the Class F and I Shares of the Fund, which is calculated daily and payable monthly.

The service fees payable under the Service Plan are intended to compensate service providers for the provision of shareholder services and may be used to provide compensation to financial intermediaries for ongoing service and/or maintenance of shareholder accounts with respect to Shares of the applicable Funds. Shareholder services under the Service Plan may include: (i) maintaining accounts relating to Clients; (ii) arranging for bank wires; (iii) responding to Client inquiries relating to the services performed by service providers; (iv) responding to inquiries from Clients concerning their investment in Shares; (v) assisting Clients in changing dividend options, account designations and addresses; (vi) providing information periodically to Clients showing their position in Shares; (vii) forwarding

shareholder communications from the Funds such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to Clients; (viii) processing purchase, exchange and redemption requests from Clients and placing orders with the Funds or their service providers; (ix) providing sub-accounting with respect to Shares beneficially owned by Clients; (x) processing dividend payments from the Funds on behalf of Clients; and (xi) providing such other similar services as a Fund may reasonably request to the extent the service provider is permitted to do so under applicable statutes, rules and regulations.

Distribution Expenses Incurred by Adviser. The Funds are sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors (“Financial Advisors”) who provide their clients with advice and services in connection with their investments in the SEI Funds. SEI Funds are typically combined into complete investment portfolios and strategies using asset allocation techniques to serve investor needs. In connection with its distribution activities, SIMC and its affiliates may provide Financial Advisors, without charge, asset allocation models and strategies, custody services, risk assessment tools and other investment information and services to assist the Financial Advisor in providing advice to investors.

SIMC may hold conferences, seminars and other educational and informational activities for Financial Advisors for the purpose of educating Financial Advisors about the Funds and other investment products offered by SIMC or its affiliates. SIMC may pay for lodging, meals and other similar expenses incurred by Financial Advisors in connection with such activities. SIMC also may pay expenses associated with joint marketing activities with Financial Advisors, including, without limitation, seminars, conferences, client appreciation dinners, direct market mailings and other marketing activities designed to further the promotion of the Funds. In certain cases, SIMC may make payments to Financial Advisors or their employer in connection with their solicitation or referral of investment business, subject to any regulatory requirements for disclosure to and consent from the investor. All such marketing expenses and solicitation payments are paid by SIMC or its affiliates out of its past profits or other available resources and are not charged to the Funds.

Many Financial Advisors may be affiliated with broker-dealers. SIMC and its affiliates may pay compensation to broker-dealers or other financial institutions for services such as, without limitation, providing the Funds with “shelf space” or a higher profile for the firm’s associated Financial Advisors and their customers, placing the Funds on the firm’s preferred or recommended fund list, granting the Distributor access to the firm’s associated Financial Advisors, providing assistance in training and educating the firm’s personnel, allowing sponsorship of seminars or informational meetings and furnishing marketing support and other specified services. These payments may be based on average net assets of SEI Funds attributable to that broker-dealer, gross or net sales of SEI Funds attributable to that broker-dealer, a negotiated lump sum payment or other appropriate compensation for services rendered.

Payments may also be made by SIMC or its affiliates to financial institutions to compensate or reimburse them for administrative or other client services provided, such as sub-transfer agency services for shareholders or retirement plan participants, omnibus accounting or sub-accounting, participation in networking arrangements, account set-up, recordkeeping and other shareholder services. These fees may be used by the financial institutions to offset or reduce fees that would otherwise be paid directly to them by certain account holders, such as retirement plans.

The payments discussed above may be significant to the financial institutions receiving them and may create an incentive for the financial institutions or its representatives to recommend or offer shares of the SEI Funds to its customers rather than other funds or investment products. These payments are made by SIMC and its affiliates out of their past profits or other available resources.

Although the Funds may use broker-dealers that sell Fund shares to effect transactions for the Funds’ portfolio, the Funds and the advisers will not consider the sale of Fund shares as a factor when choosing broker-dealers to effect those transactions and will not direct brokerage transactions to broker-dealers as compensation for the sales of Fund shares.

SECURITIES LENDING ACTIVITY

The table below sets forth the gross income received by certain Funds from securities lending activities during the fiscal year ended September 30, 2020. The table also shows the fees and/or other compensation paid by the applicable Funds, any other fees or payments incurred by each Fund resulting from lending securities providers, and the net income earned by the Funds for securities lending activities.

	Emerging Markets Equity Fund
Gross Income from securities lending activities (including income from cash collateral reinvestment)	$	[XX]
Fees and/or compensation for securities lending activities and related services:
Fees paid to securities lending agent from a revenue split	$	[XX]
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split	$	[XX]
Administrative fees not included in revenue split	$	[XX]
Indemnification fee not included in revenue split	$	[XX]
Rebate (paid to borrower)	$	[XX]
Other fees not included in revenue split	$	[XX]
Aggregate fees/compensation for securities lending activities	$	[XX]
Net Income from securities lending activities	$	[XX]

Securities Finance Trust Company (eSecLending) acts as securities lending agent for certain Funds. In addition, the Funds have the ability to conduct securities lending activities with Goldman Sachs Bank USA, d/b/a Goldman Sachs Agency Lending (Goldman Sachs) as securities lending agent.

The services provided by eSecLending include conducting an auction process to determine optimal lending execution strategy for each portfolio or market (exclusive or discretionary); exclusive lending; discretionary lending; the coordination of cash collateral management with the Adviser; full administration and operational support of all lending activities and coordination with the Funds’ custodians; monitoring of program risk exposures; complete reporting of daily loan activity and exposure; compliance monitoring of all loan activity to satisfy the Funds guidelines and parameters; reporting of income accruals and distribution of income to Funds; tracking and reporting on “Qualified Dividend Income” (QDI) customized to Funds’ requirements; and assisting the Funds to satisfy regulatory reporting requirements.

TRUSTEES AND OFFICERS OF THE TRUST

Board Responsibilities. The management and affairs of the Trust and its series, including the Funds described in this SAI, are overseen by the Trustees. The Board has approved contracts, as described above, under which certain companies provide essential management services to the Trust.

Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as SIMC, the Distributor and the Administrator. The Trustees are responsible for overseeing the Trust’s service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. The Funds and their service providers employ a variety of processes, procedures and controls to identify risks, to lessen the probability of their occurrence and/or to mitigate the effects of such risks if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust’s business (e.g., SIMC is responsible for the investment performance of the Funds and, along with the Board, is responsible for the oversight of the Funds’ Sub-Advisers, which, in turn, are responsible for the day-to-day management of the Funds’ portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Funds’ service providers the importance of maintaining vigorous risk management.

The Trustees’ role in risk oversight begins before the inception of a Fund, at which time SIMC presents the Board with information concerning the investment objectives, strategies and risks of the Fund as well as proposed

investment limitations for the Fund. Additionally, each Sub-Adviser and SIMC provides the Board with an overview of, among other things, its investment philosophy, brokerage practices and compliance infrastructure. Thereafter, the Board continues its oversight function as various personnel, including the Trust’s Chief Compliance Officer, as well as personnel of SIMC and other service providers such as the Funds’ independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which the Funds may be exposed.

The Board is responsible for overseeing the nature, extent and quality of the services provided to the Funds by the Adviser and Sub-Advisers and receives information about those services at its regular meetings. In addition, in connection with its consideration of whether to annually renew the Advisory Agreement between the Trust, on behalf of the Funds, and SIMC and the various Sub-Advisory Agreements between SIMC and the Sub-Advisers with respect to the Funds, the Board annually meets with SIMC and, at least every other year, meets with the Sub-Advisers to review such services. Among other things, the Board regularly considers the Sub-Advisers’ adherence to the Funds’ investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations.

The Trust’s Chief Compliance Officer regularly reports to the Board to review and discuss compliance issues and Fund, Adviser and Sub-Adviser risk assessments. At least annually, the Trust’s Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures and those of its service providers, including the Adviser and Sub-Advisers. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the Funds’ service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. The Trust’s Fair Value Pricing Committee provides regular reports to the Board concerning investments for which market prices are not readily available or may be unreliable. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of the Funds’ financial statements, focusing on major areas of financial statement risk encountered by the Funds and noting any significant deficiencies or material weaknesses that were identified in the Funds’ internal controls. Additionally, in connection with its oversight function, the Board oversees Fund management’s implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized and reported within the required time periods. The Board also oversees the Trust’s internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation of the Trust’s financial statements.

From their review of these reports and discussions with SIMC, the Sub-Advisers, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn about the material risks of the Funds, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

The Board recognizes that not all risks that may affect the Funds can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds’ goals and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the Funds’ investment management and business affairs are carried out by or through SIMC, the Sub-Advisers and the Funds’ other service providers, each of which has an independent interest in risk management and each of which has policies and methods by which one or more risk management functions are carried out. These risk management policies and methods may differ in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Board’s ability to monitor and manage risk, as a practical matter, is subject to limitations.

Members of the Board. There are ten members of the Board, eight of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (“independent Trustees”). Robert A. Nesher, an interested person of the Trust, serves as Chairman of the Board. James M. Williams, an independent Trustee, serves as the lead independent

Trustee. The Trust has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Trust made this determination in consideration of, among other things, the fact that the chairperson of each Committee of the Board is an independent Trustee, the amount of assets under management in the Trust and the number of Funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the independent Trustees from Fund management.

The Board has three standing committees: the Audit Committee, Governance Committee and Fair Value Pricing Committee. The Audit Committee and Governance Committee are each chaired by an independent Trustee and composed of all of the independent Trustees.

In his role as lead independent Trustee, Mr. Williams, among other things: (i) presides over Board meetings in the absence of the Chairman of the Board; (ii) presides over executive sessions of the independent Trustees; (iii) along with the Chairman of the Board, oversees the development of agendas for Board meetings; (iv) facilitates dealings and communications between the independent Trustees and management, and among the independent Trustees; and (v) has such other responsibilities as the Board or independent Trustees determine from time to time.

Set forth below are the names, dates of birth, position with the Trust, the year in which the Trustee was elected and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust. There is no stated term of office for the Trustees of the Trust. However, a Trustee must retire from the Board by the end of the calendar year in which the Trustee turns 75 provided that, although there shall be a presumption that each Trustee attaining such age shall retire, the Board may, if it deems doing so to be consistent with the best interest of the Trust, and with the consent of any Trustee that is eligible for retirement, by unanimous vote of the Governance Committee and majority vote of the full Board, extend the term of such Trustee for successive periods of one year. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456.

Interested Trustees.

ROBERT A. NESHER (Born: 1946)—Chairman of the Board of Trustees* (since 1989)—President and Chief Executive Officer of the Trust since December 2005. SEI employee since 1974; currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. President and Director of SEI Structured Credit Fund, LP. Director of SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, SEI Investments-Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe) Ltd., SEI Investments-Unit Trust Management (UK) Limited, SEI Multi-Strategy Funds PLC and SEI Global Nominee Ltd. President, Chief Executive Officer and Director of SEI Alpha Strategy Portfolios, LP, from 2007 to 2013. Trustee of SEI Liquid Asset Trust from 1989 to 2016. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee of The KP Funds from 2013 to 2020. Vice Chairman of O’Connor EQUUS (closed-end investment company) from 2014 to 2016. Vice Chairman of Winton Series Trust from 2014 to 2017. Vice Chairman of Winton Diversified Opportunities Fund (closed-end investment company) from 2014 to 2018. Vice Chairman of The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust. Trustee of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II and Bishop Street Funds. President, Chief Executive Officer and Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

WILLIAM M. DORAN (Born: 1940)—Trustee* (since 1988)—1701 Market Street, Philadelphia, PA 19103. Self-employed Consultant since 2003. Partner of Morgan, Lewis & Bockius LLP (law firm) from 1976 to 2003. Counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. Director of SEI Investments since 1974. Secretary of SEI Investments since 1978. Director of the Distributor since 2003. Director of SEI Investments-Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe), Limited, SEI Investments (Asia) Limited, SEI Global Nominee Ltd. and SEI Investments-Unit Trust Management (UK) Limited. Director of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. Trustee of SEI Liquid Asset Trust from 1982 to 2016. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee of O’Connor EQUUS (closed-end investment company) from 2014 to 2016. Trustee of Winton Series Trust from 2014 to 2017. Trustee of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II and Bishop Street Funds from 1991 to 2018. Trustee of The KP Funds from 2013 to 2018. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) from

2014 to 2018. Trustee of The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

Independent Trustees.

GEORGE J. SULLIVAN, JR. (Born: 1942)—Trustee (since 1996)—Retired since January 2012. Self-employed Consultant at Newfound Consultants Inc. from April 1997 to December 2011. Director of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. Trustee of SEI Liquid Asset Trust from 1996 to 2016. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee of The KP Funds from 2013 to 2020. Member of the independent review committee for SEI’s Canadian-registered mutual funds from 2011 to 2017. Trustee/Director of State Street Navigator Securities Lending Trust from February 1996 to May 2017. Trustee/Director of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, Bishop Street Funds, SEI Structured Credit Fund, LP, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

NINA LESAVOY (Born: 1957)—Trustee (since 2003)—Founder and Managing Director of Avec Capital (strategic fundraising firm) since April 2008. Managing Director of Cue Capital (strategic fundraising firm) from March 2002 to March 2008. Director of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. Trustee of SEI Liquid Asset Trust from 2003 to 2016. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee/Director of SEI Structured Credit Fund, LP, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

* Messrs. Nesher and Doran are Trustees who may be deemed to be “interested” persons of the Funds (as that term is defined in the 1940 Act) by virtue of their relationship with the Distributor and SEI.

JAMES M. WILLIAMS (Born: 1947)—Trustee (since 2004)—Vice President and Chief Investment Officer of J. Paul Getty Trust, Non Profit Foundation for Visual Arts, since December 2002. President of Harbor Capital Advisors and Harbor Mutual Funds from 2000 to 2002. Manager of Pension Asset Management at Ford Motor Company from 1997 to 1999. Director of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. Trustee of SEI Liquid Asset Trust from 2004 to 2016. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee/Director of Ariel Mutual Funds, SEI Structured Credit Fund, LP, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

MITCHELL A. JOHNSON (Born: 1942)—Trustee (since 2007)—Retired Private Investor since 1994. Director of Federal Agricultural Mortgage Corporation (Farmer Mac) since 1997. Director of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. Trustee of SEI Liquid Asset Trust from 2007 to 2016. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee of The KP Funds from 2013 to 2020. Trustee of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, Bishop Street Funds, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

HUBERT L. HARRIS, JR. (Born: 1943)—Trustee (since 2008)—Retired since December 2005. Owner of Harris Plantation, Inc. since 1995. Chief Executive Officer of Harris CAPM, a consulting asset and property management entity. Chief Executive Officer of INVESCO North America from August 2003 to December 2005. Chief Executive Officer and Chair of the Board of Directors of AMVESCAP Retirement, Inc. from January 1998 to August 2003. Director of AMVESCAP PLC from 1993 to 2004. Served as a director of a bank holding company from 2003 to 2009. Director of Aaron’s Inc. since August 2012. President and CEO of Oasis Ornamentals LLC since 2011. Member of the Board of Councilors of the Carter Center (nonprofit corporation) and served on the board of other non-profit organizations. Director of SEI Alpha Strategy Portfolios, LP from 2008 to 2013. Trustee of SEI Liquid

Asset Trust from 2008 to 2016. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

SUSAN C. COTE (Born: 1954)—Trustee (since 2016)—Retired since July 2015. Treasurer and Chair of Finance of the Investment and Audit Committee of the New York Women’s Foundation from 2012 to 2017. Americas Director of Asset Management of Ernst & Young LLP from 2006 to 2013. Global Asset Management Assurance Leader of Ernst & Young LLP from 2006 to 2015. Partner of Ernst & Young LLP from 1997 to 2015. Employee of Prudential from 1983 to 1997. Member of the Ernst & Young LLP Retirement Investment Committee from 2009 to 2015. Trustee of SEI Insurance Products Trust from 2016 to 2020. Trustee/Director of SEI Structured Credit Fund, LP, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

JAMES B. TAYLOR (Born: 1950)—Trustee (since 2018)—Retired since December 2017. Chief Investment Officer at Georgia Tech Foundation from 2008 to 2017. Director at Delta Air Lines from 1983 to 1985. Assistant Vice President at Delta Air Lines from 1985 to 1995. Chief Investment Officer at Delta Air Lines from 1995 to 2007. Member of the Investment Committee at the Institute of Electrical and Electronic Engineers from 1999 to 2004. President, Vice President and Treasurer at Southern Benefits Conference from 1998 to 2000. Trustee of SEI Insurance Products Trust from 2018 to 2020. Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

CHRISTINE REYNOLDS (Born: 1958)—Trustee (since 2019)—Retired since December 2016. Executive Vice President at Fidelity Investments from 2014 to 2016. President at Fidelity Pricing and Cash Management Services (“FPCMS”) and Chief Financial Officer of Fidelity Funds from 2008 to 2014. Chief Operating Officer of FPCMS from 2007 to 2008. President, Treasurer at Fidelity Funds from 2004 to 2007. Anti-Money Laundering Officer at Fidelity Funds in 2004. Executive Vice President at Fidelity Funds from 2002 to 2004. Audit Partner at PricewaterhouseCoopers from 1992 to 2002. Trustee of SEI Insurance Products Trust from 2019 to 2020. Trustee of SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, Adviser Managed Trust, New Covenant Funds, and SEI Catholic Values Trust.

Individual Trustee Qualifications. The Trust has concluded that each of the Trustees should serve on the Board because of their ability to review and understand information about the Funds provided to them by management, to identify and request other information they may deem relevant to the performance of their duties, to question management and other service providers regarding material factors bearing on the management and administration of the Funds and to exercise their business judgment in a manner that serves the best interests of the Funds’ shareholders. The Trust has concluded that each of the Trustees should serve as a Trustee based on their own experience, qualifications, attributes and skills as described below.

The Trust has concluded that Mr. Nesher should serve as Trustee because of the experience he has gained in his various roles with SEI Investments Company, which he joined in 1974, his knowledge of and experience in the financial services industry and the experience he has gained serving as a trustee of Trust since 1989.

The Trust has concluded that Mr. Doran should serve as Trustee because of the experience he gained serving as a Partner in the Investment Management and Securities Industry Practice of a large law firm, his experience in and knowledge of the financial services industry and the experience he has gained serving as a trustee of Trust since 1988.

The Trust has concluded that Mr. Sullivan should serve as Trustee because of the experience he gained as a certified public accountant and financial consultant, his experience in and knowledge of public company accounting and auditing and the financial services industry, the experience he gained as an officer of a large financial services firm in its operations department and his experience from serving as a trustee of Trust since 1996.

The Trust has concluded that Ms. Lesavoy should serve as Trustee because of the experience she gained as a Director of several private equity fundraising firms and marketing and selling a wide range of investment products to institutional investors, her experience in and knowledge of the financial services industry and the experience she has gained serving as a trustee of Trust since 2003.

The Trust has concluded that Mr. Williams should serve as Trustee because of the experience he gained as Chief Investment Officer of a non-profit foundation, the President of an investment management firm, the President of a registered investment company and the Manager of a public company’s pension assets, his experience in and knowledge of the financial services industry and the experience he has gained serving as a trustee of Trust since 2004.

The Trust has concluded that Mr. Johnson should serve as Trustee because of the experience he gained as a senior vice president, corporate finance of a Fortune 500 Company, his experience in and knowledge of the financial services and banking industries, the experience he gained serving as a director of other mutual funds and the experience he has gained serving as a trustee of Trust since 2007.

The Trust has concluded that Mr. Harris should serve as Trustee because of the experience he gained as Chief Executive Officer and Director of an investment management firm, the experience he gained serving on the Board of a public company, his experience in and knowledge of the financial services and banking industries and the experience he has gained serving as a trustee of Trust since 2008.

The Trust has concluded that Ms. Cote should serve as Trustee because of her education, knowledge of financial services and investment management, and the experience she has gained as a partner at a major accounting firm, where she served as both the Global Asset Management Assurance Leader and the Americas Director of Asset Management, and other professional experience gained through her prior employment and directorships.

The Trust has concluded that Mr. Taylor should serve as Trustee because of his education, knowledge of financial services and investment management, and the experience he has gained as a Chief Investment Officer at an endowment of a large university, and other professional experience gained through his prior employment and leadership positions.

The Trust has concluded that Ms. Reynolds should serve as Trustee because of the experience she has gained in her various roles with Fidelity, which she joined in 2002, including Chief Financial Officer of Fidelity Funds, her experience as a partner of a major accounting firm, and her experience in and knowledge of the financial services industry.

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds. Moreover, references to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out of, or a Board conclusion that, the Board or any Trustee has any special expertise or experience and shall not be deemed to impose any greater responsibility or liability on any such person or on the Board by reason thereof.

Board Standing Committees. The Board has established the following standing committees:

· Audit Committee. The Board has a standing Audit Committee that is composed of each of the independent Trustees of the Trust. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit Committee include: (i) recommending which firm to engage as the Trust’s independent auditor and whether to terminate this relationship; (ii) reviewing the independent auditor’s compensation, the proposed scope and terms of its engagement and the firm’s independence; (iii) pre-approving audit and non-audit services provided by the Trust’s independent auditor to the Trust and certain other affiliated entities; (iv) serving as a channel of communication between the independent auditor and the Trustees; (v) reviewing the results of each external audit, including any qualifications in the independent auditor’s opinion, any related management letter, management’s responses to recommendations made by the independent auditor in connection with the audit, reports submitted to the Committee by the internal auditing department of the Trust’s Administrator that are material to the Trust as a whole, if any, and management’s responses to any such reports; (vi) reviewing the Trust’s audited financial statements and considering any significant disputes between the Trust’s management and the independent auditor that arose in connection with the preparation of those financial statements; (vii) considering, in consultation with the independent auditor and the Trust’s senior internal accounting executive, if any, the independent auditor’s report on the adequacy of the Trust’s internal financial controls; (viii) reviewing, in consultation with the Trust’s independent auditor, major changes regarding auditing and accounting principles and practices to be followed when preparing the Trust’s financial statements; and (ix) other audit related matters. In addition, the Audit Committee is

responsible for the oversight of the Trust’s compliance program. Messrs. Sullivan, Williams, Johnson, Harris and Taylor and Mmes. Lesavoy, Cote and Reynolds currently serve as members of the Audit Committee. The Audit Committee meets periodically, as necessary, and met [XX] ([XX]) times during the Trust’s most recently completed fiscal year.

· Fair Value Pricing Committee. The Board has a standing Fair Value Pricing Committee that is composed of at least one Trustee and various representatives of the Trust’s service providers, as appointed by the Board. The Fair Value Pricing Committee operates under procedures approved by the Board. The principal responsibility of the Fair Value Pricing Committee is to determine the fair value of securities for which current market quotations are not readily available or deemed not eligible. The Fair Value Pricing Committee’s determinations are reviewed by the Board. Mr. Nesher currently serves as the Board’s delegate on the Fair Value Pricing Committee. The Fair Value Pricing Committee meets as necessary, and met [XX] ([XX]) times during the Trust’s most recently completed fiscal year.

· Governance Committee. The Board has a standing Governance Committee that is composed of each of the Independent Trustees of the Trust. The Governance Committee operates under a written charter approved by the Board. The principal responsibilities of the Governance Committee include: (i) considering and reviewing Board governance and compensation issues; (ii) conducting a self assessment of the Board’s operations; (iii) selecting and nominating all persons to serve as Independent Trustees and evaluating the qualifications of “interested” (as that term is defined under the 1940 Act) Trustee candidates; and (iv) reviewing shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Governance Committee at the Trust’s offices, which are located at One Freedom Valley Drive, Oaks, Pennsylvania 19456. Messrs. Sullivan, Williams, Johnson, Harris and Taylor and Mmes. Lesavoy, Cote and Reynolds currently serve as members of the Governance Committee. The Governance Committee shall meet at the direction of its Chair as often as appropriate to accomplish its purpose. In any event, the Governance Committee shall meet at least once each year and shall conduct at least one meeting in person. The Governance Committee met [XX] ([XX]) times during the Trust’s most recently completed fiscal year.

Fund Shares Owned by Board Members. The following table shows the dollar amount range of each Trustee’s “beneficial ownership” of shares of each of the Funds as of the end of the most recently completed calendar year. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) of the 1934 Act. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust.

Name	Dollar Range of Fund Shares (Fund)*	Aggregate Dollar Range of Shares (Fund Complex)**
Interested
Mr. Nesher	[None]	[Over $100,000]
Mr. Doran	[Over $100,000]	[Over $100,000]
Independent
Mr. Sullivan	[None]	[Over $100,000]
Ms. Lesavoy	[$50,001-$100,000]	[$50,001-$100,000]
Mr. Williams	[$50,001-$100,000]	[$50,001-$100,000]
Mr. Johnson	[None]	[None]
Mr. Harris	[None]	[None]
Ms. Cote	[None]	[None]
Mr. Taylor	[None]	[None]
Ms. Reynolds(1)	[None]	[None]

* Valuation date is [December 31, 2020].

** The Fund Complex currently consists of 93 portfolios of the following trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional

Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

(1) Ms. Reynolds became a Trustee for the Trust effective December 4, 2019.

Board Compensation. The Trust and the Fund Complex paid the following fees to the Trustees during its most recently completed fiscal year.

Name	Aggregate Compensation		Pension or Retirement Benefits Accrued as Part of Fund Expenses		Estimated Annual Benefits Upon Retirement		Total Compensation From the Trust and Fund Complex*
Interested
Mr. Nesher	$	0	$	0	$	0	$	0
Mr. Doran	$	0	$	0	$	0	$	0
Independent
Mr. Sullivan	$	[XX]	$	[XX]	$	[XX]	$	[XX]
Ms. Lesavoy	$	[XX]	$	[XX]	$	[XX]	$	[XX]
Mr. Williams	$	[XX]	$	[XX]	$	[XX]	$	[XX]
Mr. Johnson	$	[XX]	$	[XX]	$	[XX]	$	[XX]
Mr. Harris	$	[XX]	$	[XX]	$	[XX]	$	[XX]
Ms. Cote	$	[XX]	$	[XX]	$	[XX]	$	[XX]
Mr. Taylor	$	[XX]	$	[XX]	$	[XX]	$	[XX]
Ms. Reynolds(1)	$	[XX]	$	[XX]	$	[XX]	$	[XX]

(1)Ms. Reynolds became a Trustee for the Trust effective December 4, 2019.

* The Fund Complex currently consists of 98 portfolios of the following trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, SEI Insurance Products Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust.

Trust Officers. Set forth below are the names, dates of birth, position with the Trust, length of term of office and the principal occupations for the last five years of each of the persons currently serving as officers of the Trust. Unless otherwise noted, the business address of each officer is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456. None of the officers, except for Russell Emery, the Chief Compliance Officer (“CCO”) of the Trust, receives compensation from the Trust for his or her services. The Trust’s CCO serves in the same capacity for the other SEI trusts included in the Fund Complex, and the Trust pays its pro rata share of the aggregate compensation payable to the CCO for his services.

Certain officers of the Trust also serve as officers to one or more mutual funds to which SEI or its affiliates act as investment adviser, administrator or distributor.

The officers of the Trust have been elected by the Board. Each officer shall hold office until the election and qualification of his or her successor or until earlier resignation or removal.

ROBERT A. NESHER (Born: 1946)—President and Chief Executive Officer (since 2005)—See biographical information above under the heading “Interested Trustees.”

TIMOTHY D. BARTO (Born: 1968)—Vice President and Secretary (since 2002)—Vice President and Secretary of SEI Institutional Transfer Agent, Inc. since 2009. General Counsel and Secretary of SIMC since 2004. Vice President of SIMC and the Administrator since 1999. Vice President and Assistant Secretary of SEI since 2001.

GLENN R. KURDZIEL (Born: 1974)—Assistant Controller (since 2017)—Senior Manager of Funds Accounting of SEI Investments Global Funds Services since 2005.

STEPHEN G. MACRAE (Born: 1967)—Vice President (since 2012)—Director of Global Investment Product Management since January 2004.

RUSSELL EMERY (Born: 1962)—Chief Compliance Officer (since 2006)—Chief Compliance Officer of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II and Bishop Street Funds since March 2006. Chief Compliance Officer of SEI Liquid Asset Trust from 2006 to 2016. Chief Compliance Officer of The KP Funds from 2013 to 2020. Chief Compliance Officer of SEI Insurance Products Trust from 2013 to 2020. Chief Compliance Officer of SEI Structured Credit Fund, LP since June 2007. Chief Compliance Officer of SEI Alpha Strategy Portfolios, LP from June 2007 to September 2013. Chief Compliance Officer of Adviser Managed Trust since December 2010. Chief Compliance Officer of New Covenant Funds since February 2012. Chief Compliance Officer of The Advisors’ Inner Circle Fund III since 2014. Chief Compliance Officer of O’Connor EQUUS (closed-end investment company) from 2014 to 2016. Chief Compliance Officer of Winton Series Trust from 2014 to 2017. Chief Compliance Officer of SEI Catholic Values Trust and Gallery Trust since 2015. Chief Compliance Officer of Schroder Series Trust and Schroder Global Series Trust since 2017. Chief Compliance Officer of Winton Diversified Opportunities Fund (closed-end investment company) from 2014 to 2018.

AARON C. BUSER (Born: 1970)—Vice President and Assistant Secretary (since 2008)—Vice President and Assistant Secretary of SEI Institutional Transfer Agent, Inc. since 2009. Vice President and Assistant Secretary of SIMC since 2007. Attorney at Stark & Stark (law firm) from March 2004 to July 2007.

DAVID F. MCCANN (Born: 1976)—Vice President and Assistant Secretary (since 2009)—Vice President and Assistant Secretary of SEI Institutional Transfer Agent, Inc. since 2009. Vice President and Assistant Secretary of SIMC since 2008. Attorney at Drinker Biddle & Reath, LLP (law firm) from May 2005 to October 2008.

BRIDGET E. SUDALL (Born: 1980)—Anti-Money Laundering Compliance Officer and Privacy Officer (since 2015). Senior Associate and AML Officer at Morgan Stanley Alternative Investment Partners from April 2011 to March 2015. Investor Services Team Lead at Morgan Stanley Alternative Investment Partners from July 2007 to April 2011.

PETER RODRIGUEZ (Born: 1962)—Controller and Chief Financial Officer (since 2020)—Director, Fund Accounting, SEI Investments Global Funds Services since April 2020 and previously from March 2011 to March 2015; Director, Financial Reporting from June 2017 to March 2020. Director, Centralized Operations from March 2015 to June 2017.

PROXY VOTING POLICIES AND PROCEDURES

The Funds have delegated proxy voting responsibilities to SIMC, subject to the Board’s general oversight. In delegating proxy voting responsibilities, each Fund has directed that proxies be voted consistent with a Fund’s best economic interests. SIMC has adopted its own proxy voting policies and guidelines for this purpose (the “Procedures”). As required by applicable regulations, SIMC has provided this summary of its Procedures concerning proxies voted by SIMC on behalf of each investment advisory client who delegates voting responsibility to SIMC, which includes the Funds (each a “Client”). The Procedures may be changed as necessary to remain current with regulatory requirements and internal policies and procedures.

SIMC votes proxies in the best economic interests of Clients. SIMC has elected to retain an independent proxy voting service (the “Service”) to vote proxies for Client accounts, which votes proxies in accordance with Proxy Voting Guidelines (the “Proxy Guidelines”) approved by SIMC’s Proxy Voting Committee (the “Proxy Committee”). The Proxy Guidelines set forth the manner in which SIMC will vote on matters that may come up for shareholder vote. The Service will review each matter on a case-by-case basis and vote the proxies in accordance with the Proxy Guidelines. For example, the Proxy Guidelines provide that SIMC will vote in favor of proposals to require shareholder ratification of any poison pill, shareholder proposals that request companies to adopt confidential voting, and for management proposals to do so, and shareholder social, workforce and environmental proposals that create good corporate citizens while enhancing long-term shareholder value. The Guidelines also provide, among other items, that SIMC generally will vote against: proposals to limit the tenure of outside directors through mandatory retirement ages; management proposals to limit the tenure of outside directors through term limits; proposals that give management the ability to alter board size outside of a specific range without shareholder approval; proposals to classify the board; proposals to eliminate cumulative voting; proposals that provide that directors may be removed only for cause; proposals giving the board exclusive authority to amend the bylaws;

retirement plans for non-employee directors; shareholder proposals seeking to set absolute levels on executive and director compensation or otherwise dictate the amount or form of compensation, eliminate stock options or other equity grants to employees or directors, or requiring director fees be paid in stock only; and proposals to phase out the use of animals in product testing unless certain circumstances apply. The Guidelines also provide, among other items, that SIMC generally will vote for: proposals seeking to fix board size or designate a range for board size; proposals that permit shareholders to elect directors to fill board vacancies; and proposals seeking a report on the company’s animal welfare standards. In addition to these examples, the Guidelines cover numerous other specific policies. In addition, the Guidelines provide that SIMC will vote against director nominees (or the Board) if it believes that a nominee (or the Board) has not served the economic long-term interests of shareholders.

Prior to voting a proxy, the Service makes available to SIMC its recommendation on how to vote in light of the Proxy Guidelines. SIMC retains the authority to overrule the Service’s recommendation on any specific proxy proposal and to instruct the Service to vote in a manner determined by the Proxy Committee. Before doing so, the Proxy Committee will determine whether SIMC may have a material conflict of interest regarding the proposal. If the Proxy Committee determines that SIMC has such a material conflict, SIMC shall instruct the Service to vote in accordance with the Service’s recommendation unless SIMC, after full disclosure to the Client of the nature of the conflict, obtains the Client’s consent to voting in the manner determined by the Proxy Committee (or otherwise obtains instructions from the Client as to how to vote on the proposal).

For each proxy, SIMC maintains all related records as required by applicable law. The Trust is required to file how all proxies were voted with respect to portfolio securities held by the Funds. A Client may obtain, without charge, a copy of SIMC’s Procedures and Proxy Guidelines, or information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, by calling SIMC at 1-800-DIAL-SEI, by writing to SIMC at One Freedom Valley Drive, Oaks, Pennsylvania 19456 or on the SEC’s website at http://www.sec.gov.

PURCHASE AND REDEMPTION OF SHARES

Shares of a Fund may be purchased in exchange for securities included in the Fund subject to the Administrator’s determination that the securities are acceptable. Securities accepted in an exchange will be valued at market value. All accrued interest and subscription of other rights that are reflected in the market price of accepted securities at the time of valuation become the property of the Trust and must be delivered by the shareholder to the Trust upon receipt from the issuer. A shareholder may recognize a gain or a loss for federal income tax purposes in making the exchange.

The Administrator will not accept securities for a Fund unless: (i) such securities are appropriate in the Fund at the time of the exchange; (ii) such securities are acquired for investment and not for resale; (iii) the shareholder represents and agrees that all securities offered to the Trust for the Fund are not subject to any restrictions upon their sale by the Fund under the 1933 Act, or otherwise; (iv) such securities are traded on the American Stock Exchange, the NYSE or on NASDAQ in an unrelated transaction with a quoted sales price on the same day the exchange valuation is made or, if not listed on such exchanges or on NASDAQ, have prices available from an independent pricing service approved by the Board; and (v) the securities may be acquired under the investment restrictions applicable to the Fund.

The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period during which trading on the NYSE is restricted, or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or evaluation of the portfolio securities is not reasonably practicable, or for such other periods as the SEC may by order permit. The Trust also reserves the right to suspend sales of shares of the Funds for any period during which the NYSE, the Administrator, the advisers, the Distributor and/or the custodian are not open for business. Currently, the following holidays are observed by the Trust: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

It is currently the Trust’s policy to pay for all redemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in kind of securities held by a Fund in lieu of cash. Shareholders may incur brokerage charges in connection with the sale of such securities. However, a shareholder will at all times be entitled to aggregate cash redemptions from a Fund of the Trust during any 90-day

period of up to the lesser of $250,000 or 1% of the Trust’s net assets in cash. A gain or loss for federal income tax purposes would be realized by a shareholder subject to taxation upon an in-kind redemption depending upon the shareholder’s basis in the shares of the Fund redeemed.

Fund securities may be traded on foreign markets on days other than a Business Day or the NAV of a Fund may be computed on days when such foreign markets are closed. In addition, foreign markets may close at times other than 4:00 p.m. Eastern Time. As a consequence, the NAV of a share of a Fund may not reflect all events that may affect the value of the Fund’s foreign securities unless the adviser determines that such events materially affect NAV, in which case NAV will be determined by consideration of other factors.

Certain shareholders in one or more of the Funds may obtain asset allocation services from SIMC and other financial intermediaries with respect to their investments in such Funds. If a sufficient amount of a Fund’s assets are subject to such asset allocation services, the Fund may incur higher transaction costs and a higher portfolio turnover rate than would otherwise be anticipated as a result of redemptions and purchases of Fund shares pursuant to such services. Further, to the extent that SIMC is providing asset allocation services and providing investment advice to the Funds, it may face conflicts of interest in fulfilling its responsibilities because of the possible differences between the interests of its asset allocation clients and the interest of the Funds.

Use of Third-Party Independent Pricing Agents. The Funds’ Pricing and Valuation Procedures provide that any change in a primary pricing agent or a pricing methodology requires prior approval by the Board. However, when the change would not materially affect the valuation of a Fund’s net assets or involve a material departure in pricing methodology from that of the Fund’s existing pricing agent or pricing methodology, Board approval may be obtained at the next regularly scheduled Board meeting.

[TAXES]

The following is only a summary of certain additional U.S. federal income tax considerations generally affecting the Funds and their shareholders that is intended to supplement the discussion contained in the Prospectuses. No attempt is made to present a detailed explanation of the federal, state, local or foreign tax treatment of the Funds or their shareholders, and the discussion here and in the Prospectuses is not intended to be a substitute for careful tax planning. You are urged to consult with your own tax advisor.

This discussion of certain U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein and may have a retroactive effect with respect to the transactions contemplated herein.

The Tax Cuts and Jobs Act (the “Tax Act”) made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. Many of the changes applicable to individuals are temporary and only apply to taxable years beginning after December 31, 2017 and before January 1, 2026. There are only minor changes with respect to the specific rules applicable to RICs, such as the Funds. The Tax Act, however, made numerous other changes to the tax rules that may affect shareholders and the Funds. You are urged to consult your own tax advisor regarding how the Tax Act affects your investment in the Funds.

Qualification as a Regulated Investment Company

Each Fund intends to qualify and elect to be treated as a RIC as defined under Subchapter M of the Code. By following such policy, each Fund expects to eliminate or reduce to a nominal amount the federal taxes to which it may be subject. A Fund that qualifies as a RIC will generally not be subject to federal income taxes on the net investment income and net realized capital gains that the Fund timely distributes to its shareholders. The Board reserves the right not to maintain the qualification of each Fund as a RIC if it determines such course of action to be beneficial to shareholders.

If a Fund qualifies as a RIC, it will generally not be subject to federal income tax on that part of its net investment income and net realized capital gains that are timely distributed to shareholders. In order to qualify for treatment as a RIC, the Funds must distribute annually to their shareholders at least 90% of their net investment income (which, includes dividends, taxable interest, and the excess, if any, of net short-term capital gains over net long-term capital losses, less operating expenses) (“Distribution Requirement”) and also must meet certain additional requirements.

Among these requirements are the following: (i) at least 90% of each Fund’s gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and net income derived from an interest in a qualified publicly traded partnership (the “Qualifying Income Test”); (ii) at the close of each quarter of each Fund’s taxable year: (A) at least 50% of the value of its total assets must be represented by cash and cash items, United States Government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer; and (B) not more than 25% of the value of its total assets may be invested, including through corporations in which a Fund owns a 20% or more voting stock interest, in securities (other than United States Government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the “Asset Diversification Test”).

If a Fund fails to satisfy the Qualifying Income Test or Asset Diversification Test in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where a Fund corrects the failure within a specified period of time. If a Fund fails to qualify as a RIC and these relief provisions are not available, such Fund will be subject to federal income tax at the regular corporate rate (which the Tax Act reduced to 21%). In such an event, all distributions (including capital gains distributions) will be taxable as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits, subject to the dividends-received deduction for corporate shareholders and (subject to certain limitations) the lower tax rates applicable to qualified dividend income distributed to individuals. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC.

Although the Funds intend to distribute substantially all of their net investment income and may distribute their capital gains for any taxable year, the Funds will be subject to federal income taxation to the extent any such income or gains are not distributed. Each Fund is treated as a separate corporation for federal income tax purposes. A Fund therefore is considered to be a separate entity in determining its treatment under the rules for RICs described herein. Losses in one Fund do not offset gains in another and the requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level.

Federal Excise Tax

Notwithstanding the distribution requirement described above, which only requires a Fund to distribute at least 90% of its annual investment company taxable income and does not require any minimum distribution of net capital gain, a Fund will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute by the end of any calendar year at least 98% of its ordinary income for that year and 98.2% of its capital gain net income for the one-year period ending on October 31, of that year, plus certain other amounts. Each Fund intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs, but can make no assurances that such tax will be completely eliminated. A Fund may in certain circumstances be required to liquidate Fund investments in order to make sufficient distributions to avoid federal excise tax liability at a time when the investment adviser might not otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability of the Fund to satisfy the requirements for qualification as a RIC.

A Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital gain and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year. A “qualified late year loss” generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly referred to as “post-October losses”), and certain other late-year losses.

The treatment of capital loss carryovers for RICs is similar to the rules that apply to capital loss carryovers of individuals and provide that such losses are carried over by a Fund indefinitely. Thus, if a Fund has a “net capital

loss” (that is, capital losses in excess of capital gains) the excess of the Fund’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund’s next taxable year. In addition, the carryover of capital losses may be limited under the general loss limitation rules if a Fund experiences an ownership change as defined in the Code.

Distributions to Shareholders

Each Fund receives income generally in the form of dividends and interest on its investment. Each Fund’s income (including short-term capital gain), less expenses incurred in the operation of such Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. Any distributions of dividends by a Fund will be taxable as ordinary income, whether you take them in cash or additional shares. All or a portion of such dividends may be treated as qualified dividend income (currently eligible for the reduced maximum tax rate to individuals of 20% (lower rates apply to individuals in lower tax brackets)) to the extent that a Fund receives and reports such amounts as qualified dividend income. Qualified dividend income includes, in general, subject to certain requirements, dividend income from taxable U.S. corporations and certain foreign corporations (e.g., foreign corporations incorporated in possessions of the United States or in certain countries with comprehensive tax treaties with the United States and those corporations’ whose stock is readily tradable on an established securities market in the United States). A dividend will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the shares of the Fund on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60 days before the date on which the shares of the Fund become “ex-dividend” (which is the day on which declared distributions (dividends or capital gains) are deducted from each Fund’s assets before it calculates the NAV) with respect to such dividend, (ii) each Fund has not satisfied similar holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder), (iii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iv) the shareholder elects to treat such dividend as investment income under section 163(d)(4)(B) of the Code. Therefore, if you lend your shares in a Fund, such as pursuant to a securities lending arrangement, you may lose the ability to treat dividends (paid while the shares are held by the borrower) as qualified dividend income. The investment strategies of the Emerging Markets Equity Fund allows the Fund to invest in securities of foreign corporations, which may limit their ability to make distributions that are eligible for the lower tax rates applicable to qualified dividend income. Distributions received by a Fund from an ETF that is taxable as a RIC will be treated as qualified dividend income only to the extent so designated by such ETF.

Because the Funds’ income is derived primarily from investments in foreign rather than domestic U.S. securities, their distributions are generally not expected to be eligible for the dividends-received deduction for corporate shareholders.

A Fund may derive capital gains and losses in connection with sale or other dispositions of its portfolio securities. Distributions from net short-term capital gains will be taxable to you as ordinary income. Distributions from net long-term capital gains will be taxable to you at long-term capital gains rates, regardless of how long you have held your shares in a Fund. Long-term capital gains are currently taxed at a maximum rate of 20%.

To the extent that a Fund makes a distribution of income received by such Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.

A dividend or distribution received shortly after the purchase of shares reduces the net asset value of the shares by the amount of the dividend or distribution and, although in effect a return of capital, will be taxable to the shareholder. If the net asset value of shares were reduced below the shareholder’s cost by dividends or distributions representing gains realized on sales of securities, such dividends or distributions would be a return of investment though taxable to the shareholder in the same manner as other dividends or distributions.

If a Fund’s distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder’s cost basis in a Fund

and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.

Each Fund’s shareholders will be notified annually by the Fund (or its administrative agent) as to the federal tax status of all distributions made by the Fund.

Dividends declared to shareholders of record in October, November or December and actually paid in January of the following year will be treated as having been received by shareholders on December 31 of the calendar year in which declared. Under this rule, therefore, a shareholder may be taxed in one year on dividends or distributions actually received in January of the following year.

Sale or Exchange of Shares

Any gain or loss recognized on a sale, exchange or redemption of shares of a Fund by a shareholder who is not a dealer in securities will generally, for individual shareholders, be treated as a long-term capital gain or loss if the shares have been held for more than twelve months and otherwise will be treated as short-term capital gain or loss. However, if shares on which a shareholder has received a net capital gain distribution are subsequently sold, exchanged or redeemed and such shares have been held for six months or less, any loss recognized will be treated as a long-term capital loss to the extent of the net capital gain distribution. All or a portion of any loss that you realize upon the redemption of a Fund’s shares will be disallowed to the extent that you buy other shares in such Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares you buy. For tax purposes, an exchange of your Fund shares for shares of a different fund is the same as a sale.

The Funds (or their administrative agents) must report to the IRS and furnish to Fund shareholders the cost basis information for Fund shares purchased on or after January 1, 2012, and sold on or after that date. In addition to reporting the gross proceeds from the sale of Fund shares, each Fund (or its administrative agent) is also required to report the cost basis information for such shares and indicate whether these shares have a short-term or long-term holding period. For each sale of its shares, each Fund will permit its shareholders to elect from among several IRS-accepted cost basis methods, including average cost. In the absence of an election, each Fund will use a default cost basis method. The cost basis method elected by shareholders (or the cost basis method applied by default) for each sale of a Fund’s shares may not be changed after the settlement date of each such sale of a Fund’s shares. Shareholders should consult with their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about cost basis reporting. Shareholders also should carefully review any cost basis information provided to them and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

Foreign Taxes

Dividends and interest received by a Fund may be subject to income, withholding or other taxes imposed by foreign countries and United States possessions that would reduce the yield on a Fund’s securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of stock or securities of foreign corporations, a Fund will be eligible to, and intends to, file an election with the IRS that will enable shareholders, in effect, to receive the benefit of the foreign tax credit with respect to any foreign and United States possessions income taxes paid by a Fund. Pursuant to the election, a Fund will treat those taxes as dividends paid to its shareholders. Each shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit (subject to significant limitations) against the shareholder’s federal income tax. If a Fund makes the election, it will report annually to its shareholders the respective amounts per share of a Fund’s income from sources within, and taxes paid to, foreign countries and

United States possessions. If a Fund does not hold sufficient foreign securities to meet the above threshold, then shareholders will not be entitled to claim a credit or further deduction with respect to foreign taxes paid by the Fund.

A shareholder’s ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by a Fund may be subject to certain limitations imposed by the Code, which may result in a shareholder not receiving a full credit or deduction (if any) for the amount of such taxes. In particular, shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 15 additional days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a given dividend. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such foreign taxes. Even if a Fund were eligible to make such an election for a given year, it may determine not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest in a Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by a Fund.

Foreign tax credits, if any, received by a Fund as a result of an investment in another RIC (including an ETF which is taxable as a RIC) will not be passed through to you unless the Fund qualifies as a “qualified fund-of-funds” under the Code. If a Fund is a “qualified fund-of-funds” it will be eligible to file an election with the IRS that will enable the Fund to pass along these foreign tax credits to its shareholders. A Fund will be treated as a “qualified fund-of-funds” under the Code if at least 50% of the value of the Fund’s total assets (at the close of each quarter of the Fund’s taxable year) is represented by interests in other RICs.

Federal Tax Treatment of Certain Fund Investments

Each Fund may invest in complex securities. These investments may be subject to numerous special and complex rules. These rules could affect a Fund’s ability to qualify as a RIC, affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gain, accelerate the recognition of income to the Fund and/or defer the Fund’s ability to recognize losses, and in limited cases, subject to the Fund to U.S. federal income tax on income from certain of its foreign securities. In turn, these rules may affect the amount, timing or character of the income distributed to you by a Fund.

A Fund’s transactions in foreign currencies and forward foreign currency contracts will generally be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Funds (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out), which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements and for avoiding the excise tax discussed above. The Funds intend to monitor their transactions, intend to make the appropriate tax elections and intend to make the appropriate entries in their books and records when they acquire any foreign currency or forward foreign currency contract in order to mitigate the effect of these rules so as to prevent disqualification of a Fund as a RIC and minimize the imposition of income and excise taxes. Accordingly, a Fund may be required to liquidate its investments at a time when the Adviser might not otherwise have chosen to do so.

If a Fund owns shares in certain foreign investment entities, referred to as “passive foreign investment companies” or “PFICs,” the Fund will be subject to one of the following special tax regimes: (i) the Fund is liable for U.S. federal income tax, and an additional interest charge, on a portion of any “excess distribution” from such foreign entity or any gain from the disposition of such shares, even if the entire distribution or gain is paid out by the Fund as a dividend to its shareholders; (ii) if the Fund were able and elected to treat a PFIC as a “qualifying electing fund” or “QEF,” the Fund would be required each year to include in income, and distribute to shareholders in accordance with the distribution requirements set forth above, the Fund’s pro rata share of the ordinary earnings and net capital gains of the PFIC, whether or not such earnings or gains are distributed to the Fund; or (iii) the Fund may be entitled to mark-to-market annually shares of the PFIC and in such event would be required to distribute to shareholders any such mark-to-market gains in accordance with the distribution requirements set forth above. A Fund may have to distribute to its shareholders certain “phantom” income and gain such Fund accrues with respect to its investment in a PFIC in order to satisfy the distribution requirement and to avoid imposition of the 4% excise tax described above. Such Fund intends to make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the effect of these rules. Pursuant to recently issued Treasury regulations, amounts included in income

each year by a Fund arising from a QEF election will be “qualifying income” under the Qualifying Income Test (as described above) even if not distributed to the Fund, if the Fund derives such income from its business of investing in stock, securities or currencies.

The use of hedging strategies, such as entering into forward foreign currency contracts, involves complex rules that will determine for income tax purposes the character and timing of recognition of the income received in connection therewith by a Fund. These complex tax rules could also affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gains, accelerate the recognition of income to a Fund and/or defer a Fund’s ability to recognize losses. Income from foreign currencies and income from transactions in certain forward contracts that are directly related to a Fund’s business of investing in securities or foreign currencies are likely to qualify for purposes of the Qualifying Income Test.

With respect to investments in STRIPS, TRs, TIGRs, LYONs, CATS and other zero coupon securities that are sold at original issue discount and thus do not make periodic cash interest payments, a Fund will be required to include as part of its current income the imputed interest on such obligations even though a Fund has not received any interest payments on such obligations during that period. Because each Fund intends to distribute all of its net investment income to its shareholders, a Fund may have to sell Fund securities to distribute such imputed income, which may occur at a time when the advisers would not have chosen to sell such securities and which may result in taxable gain or loss.

Any market discount recognized on a bond is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value or adjusted issue price if issued with original issue discount. Absent an election by a Fund to include the market discount in income as it accrues, gain on such Fund’s disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount.

A Fund may invest in inflation-linked debt securities. Any increase in the principal amount of an inflation-linked debt security will be original interest discount, which is taxable as ordinary income and is required to be distributed, even though the Fund will not receive the principal, including any increase thereto, until maturity. As noted above, if a Fund invests in such securities it may be required to liquidate other investments, including at times when it is not advantageous to do so, in order to satisfy its distribution requirements and to eliminate any possible taxation at the Fund level.

Each Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures and options contracts subject to section 1256 of the Code (“Section 1256 Contracts”) as of the end of the year as well as those actually realized during the year. Gain or loss from Section 1256 Contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on Section 1256 Contracts to the extent of any unrecognized gains on offsetting positions held by the Fund. Net gain realized from the closing out of certain futures or options contracts may be considered gain from the sale of securities and therefore will be qualifying income for purposes of the Qualifying Income Test. Each Fund intends to distribute to shareholders at least annually any net capital gains that have been recognized for federal income tax purposes, including unrealized gains at the end of the Funds’ fiscal year on futures or options transactions. Such distributions are combined with distributions of capital gains realized on each Fund’s other investments and shareholders are advised on the nature of the distributions.

In addition, the Funds may invest in certain exchange-traded products, including exchange-traded commodity pools, which may not produce qualifying income for purposes of the Qualifying Income Test. The Funds intend to monitor such investments to ensure that any non-qualifying income does not exceed permissible limits, but the Funds may not be able to accurately predict the non-qualifying income from these investments.

Certain Foreign Currency Tax Issues

As described above, gains from the sale or other disposition of foreign currencies and other income (including, but not limited to, gains from options, futures or forward contracts) derived from investing in stock, securities or foreign currencies generally are included as qualifying income in applying the Qualifying Income Test. It should be noted, however, that for purposes of the Qualifying Income Test, the Secretary of the Treasury is authorized to issue

regulations that would exclude from qualifying income foreign currency gains that are not directly related to the RIC’s principal business of investing in stock or securities (or options and futures with respect to stock or securities). No regulations have been issued pursuant to this authorization. It is possible, however, that such regulations may be issued in the future. It is possible that under such future regulations a Fund may no longer satisfy the Qualifying Income Test and might fail to qualify as a RIC.

It is also possible that a Fund’s strategy of investing in foreign currency-related financial instruments might cause the Funds to fail to satisfy the Asset Diversification Test, resulting in their failure to qualify as a RIC. Failure of the Asset Diversification Test might result from a determination by the IRS that financial instruments in which the Funds invest are not securities. Moreover, even if the financial instruments are treated as securities, a determination by the IRS regarding the identity of the issuers of the securities or the fair market values of the securities that differs from the determinations made by the Funds could result in the failure by the Funds to diversify their investments in a manner necessary to satisfy the Asset Diversification Test. It is also currently unclear who will be treated as the issuer of a foreign currency instrument for purposes of the Asset Diversification Test.

Backup Withholding

A Fund will be required in certain cases to withhold at a 24% rate and remit to the United States Treasury the amount withheld on amounts payable to any shareholder who: (i) has provided a Fund either an incorrect tax identification number or no number at all; (ii) is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends; (iii) has failed to certify to a Fund that such shareholder is not subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).

Non-U.S. Investors

Under legislation generally known as “FATCA” (the Foreign Account Tax Compliance Act), a Fund is required to withhold 30% of certain ordinary dividends it pays to shareholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. person or non-U.S. individual that timely provides the certifications required by a fund or its agent on a valid IRS Form W-9 or applicable IRS Form W-8, respectively. Shareholders potentially subject to withholding include foreign financial institutions (“FFIs”), such as non-U.S. investment funds, and non-financial foreign entities (“NFFEs”). To avoid withholding under FATCA, an FFI generally must enter into an information sharing agreement with the IRS in which it agrees to report certain identifying information (including name, address, and taxpayer identification number) with respect to its U.S. account holders (which, in the case of an entity shareholder, may include its direct and indirect U.S. owners), and an NFFE generally must identify and provide other required information to a Fund or other withholding agent regarding its U.S. owners, if any. Such non-U.S. shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by regulations and other guidance. A non-U.S. shareholder resident or doing business in a country that has entered into an intergovernmental agreement with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

A non-U.S. entity that invests in a Fund will need to provide the fund with documentation properly certifying the entity’s status under FATCA in order to avoid FATCA withholding. Non-U.S. investors in the Funds should consult their tax advisors in this regard.

Non-U.S. investors in a Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisor prior to investing in a Fund. Foreign shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary income. The Fund may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Short-term capital gain dividends received by a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year are not exempt from this 30% withholding tax. Gains realized by foreign shareholders from the sale or other disposition of shares of the Fund generally are not subject to U.S. taxation, unless the recipient is an individual who is physically present in the U.S. for 183 days or more per year. Foreign shareholders who fail to provide an applicable IRS form may be subject to backup withholding on certain payments from the Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower applicable treaty rate) withholding tax described in this paragraph. Different tax

consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

Tax Shelter Reporting Regulations

Under U.S. Treasury regulations, generally if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC such as a Fund are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Tax-Exempt Shareholders

Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k)s and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (“UBTI”). Under the Tax Act, tax-exempt entities are not permitted to offset losses from one trade or business against the income or gain of another trade or business. Certain net losses incurred prior to January 1, 2018 are permitted to offset gain and income created by an unrelated trade or business, if otherwise available. Under current law, the Funds serve to block UBTI from being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI by virtue of an investment in a Fund where, for example: (i) the Fund invests in residual interests of REMICs; (ii) the Fund invests in a REIT that is a taxable mortgage pool (“TMP”) or that has a subsidiary that is TMP or that invests in the residual interest of a REMIC; or (iii) shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of the Code. Under the Tax Act, tax-exempt entities are not permitted to offset losses from one trade or business against the income or gain of another trade or business. Certain net losses incurred prior to January 1, 2018 are permitted to offset gain and income created by an unrelated trade or business, if otherwise available. Charitable remainder trusts are subject to special rules and should consult their tax advisors. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult their tax advisors regarding these issues.

The Funds’ shares held in a tax-qualified retirement account will generally not be subject to federal taxation on income and capital gains distributions from a Fund until a shareholder begins receiving payments from their retirement account. Because each shareholder’s tax situation is different, shareholders should consult their tax advisor about the tax implications of an investment in the Funds.

State Taxes

It is expected that the Funds will not be liable for any corporate excise, income or franchise tax in Massachusetts if they qualify as a RIC for federal income tax purposes. Rules of state and local taxation of dividend and capital gains distributions from RICs often differ from the rules for federal income taxation described above. Many states grant tax-free status to ordinary income distributions that a Fund pays to you, which are derived from interest on direct obligations of the U.S. Government. Some states have minimum investment requirements for this tax-free status that must be met by a Fund. Investments in Ginnie Mae or Fannie Mae securities, bankers’ acceptances, commercial paper and repurchase requirements collateralized by U.S. Government securities do not generally qualify for state tax-free treatment. The rules or exclusion of this income are different for corporate shareholders. Depending upon state and local law, distributions by a Fund to shareholders and the ownership of shares may be subject to state and local taxes.

PORTFOLIO TRANSACTIONS

The Trust has no obligation to deal with any dealer or group of brokers or dealers in the execution of transactions in portfolio securities. Subject to policies established by the Trustees, the advisers are responsible for placing orders to execute Fund transactions. In placing brokerage orders, it is the Trust’s policy to seek to obtain the best net results taking into account such factors as price (including the applicable dealer spread), size, type and difficulty of the

transaction involved, the firm’s general execution and operational facilities and the firm’s risk in positioning the securities involved. While the advisers generally seek reasonably competitive spreads or commissions, the Trust will not necessarily be paying the lowest spread or commission available. The Trust will not purchase portfolio securities from any affiliated person acting as principal except in conformity with the regulations of the SEC.

The Trust does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing the best combination of price and execution, the Fund’s advisers may cause the Trust to select a broker based upon brokerage or research services provided to the advisers. The advisers may pay a higher commission than otherwise obtainable from other brokers in return for such services only if a good faith determination is made that the commission is reasonable in relation to the services provided.

Section 28(e) of the 1934 Act (“Section 28(e)”) permits the advisers, under certain circumstances, to cause a Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. Brokerage and research services include: (i) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities and the availability of securities or purchasers or sellers of securities; (ii) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and (iii) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement and custody). In the case of research services, the advisers believe that access to independent investment research is beneficial to their investment decision-making processes and, therefore, to the Fund. In addition to agency transactions, the advisers may receive brokerage and research services in connection with certain riskless transactions, in accordance with applicable SEC guidelines.

To the extent research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic or institutional areas and information that assist in the valuation and pricing of investments. Examples of research-oriented services for which the advisers might utilize Fund commissions include research reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. The advisers may use research services furnished by brokers in servicing all client accounts and not all services may necessarily be used in connection with the account that paid commissions to the broker providing such services. Information so received by the advisers will be in addition to and not in lieu of the services required to be performed by the Funds’ advisers under the Investment Advisory Agreements. Any advisory or other fees paid to the advisers are not reduced as a result of the receipt of research services.

In some cases, an adviser may receive a service from a broker that has both a “research” and a “non-research” use. When this occurs, the adviser makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the adviser will use its own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the adviser faces a potential conflict of interest, but the adviser believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses.

From time to time, a Fund may purchase new issues of securities for clients in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the advisers with research services. The Financial Industry Regulatory Authority has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research “credits” in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).

The research services received from a broker-dealer may be complicated by MiFID II, which places restrictions on the receipt of research services by EU authorized investment firms and certain affiliated US asset managers.

SIMC and the various firms that serve as Sub-Advisers to certain Funds of the Trust, in the exercise of joint investment discretion over the assets of a Fund, may execute a substantial portion of a Fund’s portfolio transactions through a commission recapture program that SIMC has arranged with the Distributor (the “Commission Recapture

Program”). SIMC then requests, but does not require, that certain Sub-Advisers execute a portion of a Fund’s portfolio transactions through the Commission Recapture Program. Under the Commission Recapture Program, the Distributor receives a commission, in its capacity as an introducing broker, on Fund portfolio transactions. The Distributor then returns to a Fund a portion of the commissions earned on the portfolio transactions, and such payments are used by the Fund to pay Fund operating expenses. Sub-Advisers are authorized to execute trades pursuant to the Commission Recapture Program provided that the Sub-Adviser determines that such trading is consistent with its duty to seek best execution on Fund portfolio transactions. As disclosed in the Trust’s Prospectuses, SIMC in many cases voluntarily waives fees that it is entitled to receive for providing services to a Fund and/or reimburses expenses of a Fund in order to maintain the Fund’s total annual operating expenses at or below a specified level. In such cases, the portion of commissions returned to a Fund under the Commission Recapture Program will generally be used to pay Fund expenses that may otherwise have been voluntarily waived or reimbursed by SIMC or its affiliates, thereby increasing the portion of the Fund fees that SIMC and its affiliates are able to receive and retain. In cases where SIMC and its affiliates are not voluntarily waiving Fund fees or reimbursing expenses, the portion of commissions returned to a Fund under the Commission Recapture Program will directly decrease the overall amount of operating expenses of the Fund borne by shareholders.

SIMC also from time to time executes trades with the Distributor, again acting as introducing broker, in connection with the transition of the securities and other assets included in a Fund’s portfolio when there is a change in sub-advisers in the Fund or a reallocation of assets among the Fund’s Sub-Advisers. An unaffiliated third-party broker selected by SIMC or the relevant Sub-Adviser provides execution and clearing services with respect to such trades and is compensated for such services out of the commission paid to the Distributor on the trades. All such transactions effected using the Distributor as introducing broker must be accomplished in a manner that is consistent with the Trust’s policy to achieve best net results and must comply with the Trust’s procedures regarding the execution of Fund transactions through affiliated brokers.

The Funds do not direct brokerage to brokers in recognition of, or as compensation for, the promotion or sale of Fund shares.

For the fiscal years ended September 30, 2018, 2019 and 2020, the Funds paid the following brokerage fees:

	Total $ Amount of Brokerage Commissions Paid (000)						Total $ Amount of Brokerage Commissions Paid to Affiliated Brokers (000)						% of Total Brokerage Commissions Paid to Affiliated Brokers		% of Total Brokerage Transactions Effected Through Affiliated Brokers
Fund	2018		2019		2020		2018		2019		2020		2020		2020
Emerging Markets Equity Fund	$	2,625	$	2,415	$	[XX]	$	11	$	132	$	[XX]	[XX]	%	[XX]	%

The portfolio turnover rates for the Emerging Markets Equity Fund for the fiscal years ended September 30, 2019 and 2020 were as follows:

	Turnover Rate
Fund	2019		2020
Emerging Markets Equity Fund	89	%	[XX]	%

The Trust is required to identify any securities of its “regular broker dealers” (as such term is defined in the 1940 Act) that the Trust has acquired during its most recent fiscal year. As of September 30, 2020, the Trust held securities from the following issuers:

Fund		Type of Security		Name of Issuer		Amount (000)
Emerging Markets Equity Fund

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

The Funds’ portfolio holdings can be obtained on the Internet at the following address: http://www.seic.com/holdings (the “Portfolio Holdings Website”). The Board has approved a policy that provides that portfolio holdings may not be made available to any third party until after such information has been posted on the Portfolio Holdings Website, with limited exceptions noted below. This policy seeks to ensure that the disclosure of information regarding the Funds’ portfolio securities is in the best interests of Fund shareholders, and includes procedures to address conflicts of interest.

Five calendar days after each month end, a list of all portfolio holdings in each Fund as of the end of such month shall be made available on the Portfolio Holdings Website. Beginning on the day after any portfolio holdings information is posted on the Portfolio Holdings Website, such information will be delivered directly to any person that requests it, through electronic or other means. The portfolio holdings information placed on the Portfolio Holdings Website shall remain there until the fifth calendar day of the thirteenth month after the date to which the data relates, at which time it will be permanently removed from the site.

Portfolio holdings information may be provided to independent third-party reporting services (e.g., Lipper or Morningstar), but will be delivered no earlier than the date such information is posted on the Portfolio Holdings Website, unless the reporting service executes a confidentiality agreement with the Trust that is satisfactory to the Trust’s officers and that provides that the reporting service will keep the information confidential and will not trade on the information.

Portfolio holdings information may also be provided at any time and as frequently as daily to the Funds’ Trustees, SIMC, the Sub-Advisers, and certain service providers, such as the Distributor, the Administrator, the custodian and sub-custodian, the transfer agent, attorneys, the independent proxy voting service retained by SIMC, the Funds’ providers of portfolio monitoring and analytical tools, the Funds’ independent registered public accounting firm, securities lending agents, tax filing and reclamation vendors, class-action monitoring and filing vendors, and printing and filing vendors, as well as to state and federal regulators and government agencies, and as otherwise requested by law or judicial process. Service providers will be subject to a duty of confidentiality with respect to any portfolio holdings information, whether imposed by a confidentiality agreement, the provisions of the service provider’s contract with the Trust, or by the nature of its relationship with the Trust, and such service providers will be prohibited from trading on the information.

Portfolio holdings of a Fund may also be provided to a prospective service provider for that Fund, so long as the prospective service provider executes a confidentiality agreement with the Fund in such form as deemed acceptable by an officer of the Fund. Additionally, a Sub-Adviser may provide portfolio holdings information to third-party service providers in connection with its duties as a Sub-Adviser, provided that the Sub-Adviser is responsible for such third-party’s confidential treatment of such data. The Sub-Adviser is also obligated, pursuant to its fiduciary duty to the relevant Fund, to ensure that any third-party service provider will keep the information confidential and has a duty not to trade on any portfolio holdings information it receives other than subject to the Sub-Adviser’s instruction.

The Board exercises on-going oversight of the disclosure of Fund portfolio holdings by overseeing the implementation and enforcement of the Funds’ policies and procedures by the CCO and by considering reports and recommendations by the CCO concerning any material compliance matters.

Neither the Funds, SIMC, nor any other service provider to the Funds may receive compensation or other consideration for providing portfolio holdings information.

The Funds file a complete schedule of their monthly portfolio holdings with the SEC 60 days after the end of each Funds’ first and third fiscal quarters as exhibits to Form N-PORT and after the end of the Funds’ second and fourth fiscal quarters as exhibits to Form N-CSR and N-CSRS.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of shares of each Fund, each of which represents an equal proportionate interest in that Fund. Each share upon liquidation entitles a shareholder to a pro rata share in the net assets of that Fund. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees of the Trust may create additional portfolios of shares or classes of portfolios. Share certificates representing the shares will not be issued.

LIMITATION OF TRUSTEES’ LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his own willful defaults and, if reasonable care has been exercised in the selection of officers, agents, employees or administrators, shall not be liable for any neglect or wrongdoing of any such person. The Declaration of Trust also provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with actual or threatened litigation in which they may be involved because of their offices with the Trust unless it is determined in the manner provided in the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his willful misfeasance, bad faith, gross negligence or reckless disregard of his duties.

CODES OF ETHICS

The Board has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, SIMC, the Sub-Advisers and the Distributor have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the personal investing activities of trustees, officers and certain employees (“access persons”). Rule 17j-1 and the Codes of Ethics are reasonably designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under each Code of Ethics, access persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. In addition, certain access persons are required to obtain approval before investing in initial public offerings or private placements or are prohibited from making such investments. Copies of these Codes of Ethics are on file with the SEC and are available to the public.

VOTING

Each share held entitles the shareholder of record to one vote. Shareholders of each Fund or class will vote separately on matters pertaining solely to that Fund or class, such as any distribution plan. As a Massachusetts business trust, the Trust is not required to hold annual meetings of shareholders, but approval will be sought for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting.

Where the Prospectuses for the Funds or SAI state that an investment limitation or a fundamental policy may not be changed without shareholder approval, such approval means the vote of: (i) 67% or more of a Fund’s shares present at a meeting if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of a Fund’s outstanding shares, whichever is less.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders of such a Trust could, under certain circumstances, be held personally liable as partners for the obligations of the Trust. Even if, however, the Trust were held to be a partnership, the possibility of the shareholders incurring financial loss for that reason appears remote because the Trust’s Declaration of Trust contains an express disclaimer of shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration of Trust provides for indemnification out of the Trust property for any shareholders held personally liable for the obligations of the Trust.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of [XX], the following persons were the only persons who were record owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of the shares of a Fund. Persons who owned of record or beneficially more than 25% of a Fund’s outstanding shares may be deemed to control the Fund within the meaning of the 1940 Act. Shareholders controlling the Fund could have the ability to vote a majority of the shares of the Fund on any matter

requiring the approval of shareholders of the Fund. The Trust believes that most of the shares referred to below were held by the below persons in accounts for their fiduciary, agency or custodial customers.

Name and Address	Number of Shares	Percent of Fund/Class
Emerging Markets Equity Fund—Class F Shares
[XX]	[XX]	[XX]	%
[XX]	[XX]	[XX]	%
[XX]	[XX]	[XX]	%
Emerging Markets Equity Fund—Class Y Shares
[XX]	[XX]	[XX]	%
[XX]	[XX]	[XX]	%
[XX]	[XX]	[XX]	%
[XX]	[XX]	[XX]	%
[XX]	[XX]	[XX]	%

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP, located at 1601 Market Street, Philadelphia, Pennsylvania 19103, serves as the Trust’s independent registered public accounting firm.

CUSTODIAN

Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts 02109-3661, serves as custodian for the assets of the Funds (the “Custodian”). The Custodian holds cash, securities and other assets of the Trust as required by the 1940 Act. U.S. Bank National Association, 425 Walnut Street, Cincinnati, Ohio 45202, acts as wire agent of the Trust’s assets.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, located at 1701 Market Street, Philadelphia, Pennsylvania 19103, serves as counsel to the Trust.

APPENDIX A

DESCRIPTION OF RATINGS

Description of Ratings

The following descriptions of securities ratings have been published by Moody’s Investors Services, Inc. (“Moody’s”), Standard & Poor’s (“S&P”), and Fitch Ratings (“Fitch”), respectively.

DESCRIPTION OF MOODY’S GLOBAL RATINGS

Ratings assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.

Description of Moody’s Global Long-Term Ratings

Aaa Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.

Baa Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Ba Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.

B Obligations rated B are considered speculative and are subject to high credit risk.

Caa Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.

Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Hybrid Indicator (hyb)

The hybrid indicator (hyb) is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms. By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.

Description of Moody’s Global Short-Term Ratings

P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Description of Moody’s U.S. Municipal Short-Term Obligation Ratings

The Municipal Investment Grade (“MIG”) scale is used to rate U.S. municipal bond anticipation notes of up to five years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer’s long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels-MIG 1 through MIG 3-while speculative grade short-term obligations are designated SG.

Moody’s U.S. municipal short-term obligation ratings are as follows:

MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Description of Moody’s Demand Obligation Ratings

In the case of variable rate demand obligations (“VRDOs”), a two-component rating is assigned: a long or

short-term debt rating and a demand obligation rating. The first element represents Moody’s evaluation of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of risk associated with the ability to receive purchase price upon demand (“demand feature”). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (“VMIG”) scale.

Moody’s demand obligation ratings are as follows:

VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

Description of S&P’s Issue Credit Ratings

An S&P issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P’s view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings.

Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations:

The likelihood of payment-the capacity and willingness of the obligor to meet its financial commitments on a financial obligation in accordance with the terms of the obligation;

The nature of and provisions of the financial obligation; and the promise S&P imputes; and

The protection afforded by, and relative position of, the financial obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’

rights.

An issue rating is an assessment of default risk but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

NR indicates that a rating has not been assigned or is no longer assigned.

Description of S&P’s Long-Term Issue Credit Ratings*

AAA An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong.

AA An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong.

A An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.

BBB An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.

BB; B; CCC; CC; and C Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.

BB An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.

B An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.

CCC An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.

CC An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.

C An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to

have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.

D An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.

*Ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.

Description of S&P’s Short-Term Issue Credit Ratings

A-1 A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely strong.

A-2 A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.

A-3 A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.

B A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its financial commitments.

C A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.

D A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.

Description of S&P’s Municipal Short-Term Note Ratings

An S&P U.S. municipal note rating reflects S&P’s opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining

which type of rating, if any, to assign, S&P’s analysis will review the following considerations:

Amortization schedule-the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

Source of payment-the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

S&P’s municipal short-term note ratings are as follows:

SP-1 Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3 Speculative capacity to pay principal and interest.

D ‘D’ is assigned upon failure to pay the note when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.

Description of Fitch’s Credit Ratings

Fitch’s credit ratings relating to issuers are an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings relating to securities and obligations of an issuer can include a recovery expectation. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested.

The terms “investment grade” and “speculative grade” have established themselves over time as shorthand to describe the categories ‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative grade). The terms investment grade and speculative grade are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred.

For the convenience of investors, Fitch may also include issues relating to a rated issuer that are not and have not been rated on its webpage. Such issues are denoted ‘NR.’

Fitch’s credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).

In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that

instrument’s documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligation’s documentation).

Note: The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ ratings and ratings below the ‘CCC’ category. For the short-term rating category of ‘F1’, a ‘+’ may be appended.

Description of Fitch’s Long-Term Corporate Finance Obligations Ratings

AAA Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA Very high credit quality. ‘AA’ ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A High credit quality. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB Good credit quality. ‘BBB’ ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

BB Speculative. ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

B Highly speculative. ‘B’ ratings indicate that material credit risk is present.

CCC Substantial credit risk. ‘CCC’ ratings indicate that substantial credit risk is present.

CC Very high levels of credit risk. ‘CC’ ratings indicate very high levels of credit risk.

C Exceptionally high levels of credit risk. ‘C’ ratings indicate exceptionally high levels of credit risk.

Ratings in the categories of ‘CCC’, ‘CC’ and ‘C’ can also relate to obligations or issuers that are in default. In this case, the rating does not opine on default risk but reflects the recovery expectation only.

Defaulted obligations typically are not assigned ‘RD’ or ‘D’ ratings, but are instead rated in the ‘CCC’ to ‘C’ rating categories, depending on their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

Description of Fitch’s Short-Term Ratings

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss

severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

Fitch’s short-term ratings are as follows:

F1 Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

F2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

F3 Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.

B Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

C High short-term default risk. Default is a real possibility.

RD Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.

D Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.

PART C. OTHER INFORMATION

Item 28. Exhibits:

(a) Amended and Restated Agreement and Declaration of Trust, dated March 30, 2016

(b) Amended and Restated By-Laws, dated September 13, 2011

(d)(1) Investment Advisory Agreement, dated December 16, 1994 (restated as of December 17, 2002), between the Registrant and SEI Investments Management Corporation (“SIMC”)

(d)(2) Amended and Restated Schedule, dated September 17, 2009, to the Investment Advisory Agreement, dated December 16, 1994 (restated as of December 17, 2002), between the Registrant and SIMC with respect to the Emerging Markets Equity, International Equity, Emerging Markets Debt and International Fixed Income Funds

(d)(3) Investment Sub-Advisory Agreement, dated April 2, 2009, between SIMC and Acadian Asset Management LLC with respect to the International Equity Fund

(d)(4) Amendment, dated January 6, 2012, to the Investment Sub-Advisory Agreement, dated April 2, 2009, between SIMC and Acadian Asset Management LLC

(d)(5) Amended Schedule B, as last revised September 15, 2015, to the Investment Sub- Advisory Agreement, dated April 2, 2009, between SIMC and Acadian Asset Management with respect to the International Equity Fund

(d)(6) Investment Sub-Advisory Agreement, dated November 13, 2019, between SIMC and AllianceBernstein L.P. with respect to the International Fixed Income Fund

(d)(7) Investment Sub-Advisory Agreement, dated September 28, 2010, between SIMC and Causeway Capital Management LLC with respect to the International Equity Fund

(d)(8) Amended Schedule B, as last revised September 16, 2013, to the Investment Sub-Advisory Agreement, dated September 28, 2010, between SIMC and Causeway Capital Management LLC

(d)(9) Investment Sub-Advisory Agreement, dated September, 12, 2017, between SIMC and Colchester Global Investors Limited with respect to the International Fixed Income Fund

(d)(10) Amended Schedules A and B, as last revised September 20, 2018, to the Investment Sub-Advisory Agreement, dated September, 12, 2017, between SIMC and Colchester Global Investors Limited with respect to the International Fixed Income and Emerging Markets Debt Funds

(d)(11) Investment Sub-Advisory Agreement, dated April 13, 2017, between SIMC and Intech Investment Management LLC with respect to the International Equity Fund

(d)(12) Investment Sub-Advisory Agreement, dated June 21, 2013, between SIMC and Investec Asset Management Ltd. with respect to the Emerging Markets Debt Fund

(d)(13) Investment Sub-Advisory Agreement, dated June 27, 2017, between SIMC and J O Hambro Capital Management Limited with respect to the Emerging Markets Equity Fund

(d)(14) Amended Schedules A and B, as last revised June 24, 2020, to the Investment Sub-Advisory Agreement, dated June 27, 2017, between SIMC and J O Hambro Capital Management Limited with respect to the Emerging Markets Equity and International Equity Funds (filed herewith)

(d)(15) Investment Sub-Advisory Agreement, dated June 22, 2016, between SIMC and KBI Global Investors (North America) Ltd. with respect to the Emerging Markets Equity Fund

(d)(16) Investment Sub-Advisory Agreement, dated March 29, 2010, between SIMC and Lazard Asset Management LLC with respect to the Emerging Markets Equity Fund

(d)(17) Amended Schedules A and B, as last revised July 1, 2019, to the Investment Sub-Advisory Agreement, dated March 29, 2010, between SIMC and Lazard Asset Management LLC with respect to the Emerging Markets Equity and International Equity Funds

(d)(18) Investment Sub-Advisory Agreement, dated September 13, 2018, between SIMC and Marathon Asset Management, L.P. with respect to the Emerging Markets Debt Fund

(d)(19) Investment Sub-Advisory Agreement, dated June 23, 2016, between SIMC and NWQ Investment Management Company, LLC with respect to the International Equity Fund

(d)(20) Investment Sub-Advisory Agreement, dated December 5, 2018, between SIMC and Qtron Investments LLC with respect to the Emerging Markets Equity Fund

(d)(21) Amended Schedule B, as last revised April 1, 2020, to the Investment Sub-Advisory Agreement dated December 5, 2018, between SIMC and Qtron Investments LLC with respect to the Emerging Markets Equity Fund (filed herewith)

(d)(22) Investment Sub-Advisory Agreement, dated March 24, 2015, between SIMC and RWC Asset Advisors (US) LLC with respect to the Emerging Markets Equity Fund

(d)(23) Amended Schedule B, as last revised June 23, 2015, to the Investment Sub-Advisory Agreement, dated March 24, 2015, between SIMC and RWC Asset Advisors (US) LLC with respect to the Emerging Markets Equity Fund

(d)(24) Investment Sub-Advisory Agreement, dated April 3, 2006, between SIMC and Stone Harbor Investment Partners LP with respect to the Emerging Markets Debt Fund

(d)(25) Investment Sub-Advisory Agreement, dated June 23, 2015, between SIMC and WCM Investment Management, LLC with respect to the International Equity Fund

(d)(26) Investment Sub-Advisory Agreement, dated March 30, 2009, between SIMC and Wellington Management Company, LLP with respect to the International Equity Fund

(d)(27) Amended Schedules A and B, as last revised September 29, 2009, to the Investment Sub-Advisory Agreement, dated March 30, 2009, between SIMC and Wellington Management Company, LLP with respect to the International Fixed Income Fund

(e) Amended and Restated Distribution Agreement between the Registrant and SEI Investments Distribution Co. (“SIDCo.”) dated September 16, 2002

(f) Not Applicable

(g)(1) Custodian Agreement, dated August 23, 2011, between the Registrant and Brown Brothers Harriman & Co.

(g)(2) Amendment, dated October 26, 2016, to the Custodian Agreement, dated August 23, 2011, between the Registrant and Brown Brothers Harriman & Co.

(g)(3) Custodian Agreement, dated August 16, 2006, between the Registrant and U.S. Bank N.A.

(g)(4) Schedule of Global Custody Services and Charges, dated June 26, 2018, to the Custodian Agreement between the Trust and Brown Brothers Harriman & Co.

(h)(1) Amended and Restated Administration and Transfer Agency Agreement, dated December 10, 2003, between the Registrant and SEI Investments Global Funds Services (f/k/a SEI Investments Fund Management) (“SIGFS”)

(h)(2) Amended Schedule D, as last revised January 1, 2017, to the Amended and Restated Administration and Transfer Agency Agreement, dated December 10, 2003, between the Registrant and SIGFS

(h)(3) Class F Shares Amended and Restated Shareholder Service Plan and Agreement, dated December 5, 2017, between the Registrant and SIDCo.

(h)(4) Form of Class I Shareholder Service Plan and Agreement, between the Registrant and SIDCo.

(h)(5) Administrative Services Plan and Agreement with respect to Class I shares, dated October 4, 2001

(h)(6) Investment Advisory Fee Waiver Agreement, dated October 1, 2014, between the Registrant and SIMC with respect to the Emerging Markets Equity Fund

(i) Opinion and Consent of Counsel (to be filed by amendment)

(j) Consent of Independent Registered Public Accounting Firm (to be filed by amendment)

(k) Not Applicable.

(l) Not Applicable.

(m) Not Applicable.

(n) Second Amended and Restated Rule 18f-3 Multiple Class Plan, dated August 7, 2014

(o) Not Applicable.

(p)(1) The Code of Ethics for SIMC, dated June 30, 2018

(p)(2) The Code of Ethics for SIDCo., dated November 26, 2018

(p)(3) The Code of Ethics for SIGFS, dated January 2018

(p)(4) The Code of Ethics for SEI Institutional International Trust, as last revised March 2020 (filed herewith)

(p)(5) The Code of Ethics for Acadian Asset Management LLC, dated January 2016

(p)(6) The Code of Ethics for AllianceBernstein L.P., dated January 2020 (filed herewith)

(p)(7) The Code of Ethics for Causeway Capital Management LLC, dated June 3, 2019

(p)(8) The Code of Ethics for Colchester Global Investors Limited, dated June 2020 (filed herewith)

(p)(9) The Code of Ethics for Janus Capital Group, the parent company of Intech Investment Management LLC, as last revised March 15, 2012

(p)(10) The Code of Ethics for Ninety One UK Ltd., dated October 2012

(p)(11) The Code of Ethics for J O Hambro Capital Management Limited, dated February 2013

(p)(12) The Code of Ethics for KBI Global Investors (North America) Ltd, dated November 2017

(p)(13) The Code of Ethics for Lazard Asset Management LLC, dated September 1, 2017

(p)(14) The Code of Ethics for Marathon Asset Management, L.P., dated May 2017

(p)(15) The Code of Ethics for NWQ Investment Management Company, LLC, dated August 26, 2019 (filed herewith)

(p)(16) The Code of Ethic for Qtron Investments LLC, dated August 1, 2018

(p)(17) The Code of Ethics for RWC Asset Advisors (US) LLC, dated March 2013

(p)(18) The Code of Ethics for Stone Harbor Investment Partners LP, dated April 2016

(p)(19) The Code of Ethics for WCM Investment Management, LLC, dated December 31, 2013

(p)(20) The Code of Ethics for Wellington Management Company, LLP, dated July 1, 2016

(q)(1) Power of Attorney, dated September 13, 2016, for Robert A. Nesher, James Hoffmayer, Mitchell A. Johnson, George J. Sullivan, Jr., James M. Williams, Hubert L. Harris, Jr., William M. Doran, Nina Lesavoy and Susan C. Cote

(q)(2) Power of Attorney, dated March 28, 2018, for James B. Taylor

(q)(3) Power of Attorney, dated December 4, 2019, for Christine Reynolds

Item 29. Persons Controlled by or Under Common Control with Registrant:

See the Prospectuses and Statement of Additional Information regarding the Registrant’s control relationships. SIMC is a subsidiary of SEI Investments Company, which also controls the Distributor of the Registrant (SIDCo.) and other corporations engaged in providing various financial and record keeping services, primarily to bank trust departments, pension plan sponsors and investment managers.

Item 30. Indemnification:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit (a)(1) to the Registration Statement is incorporated by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”) may be permitted to trustees, directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s Agreement and Declaration of Trust or otherwise, the Registrant is aware that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Adviser:

The following tables describe other business, profession, vocation or employment of a substantial nature in which each director, officer or partner of the Adviser and each Sub-Adviser is or has been, at any time during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or

trustee. The Adviser’s and each Sub-Adviser’s table was provided to the Registrant by the Adviser or respective Sub-Adviser for inclusion in this Registration Statement.

SEI Investments Management Corporation

SIMC is the Adviser for the Registrant’s Funds. The principal business address of SIMC is One Freedom Valley Drive, Oaks, Pennsylvania 19456. SIMC is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

Unless otherwise noted, the address of all the companies listed below is One Freedom Valley Drive, Oaks, Pennsylvania 19456.

Name and Position With Investment Adviser	Name of Other Company	Connection With Other Company
Michael Peterson Director, Senior Vice President & Assistant Secretary	SEI Investments Company	Executive Vice President, General Counsel, Chief Compliance Officer, Assistant Secretary
	SEI Trust Company	Director, Vice President
	SEI Funds, Inc.	Vice President, Secretary
	SEI Investments, Inc.	Vice President, Secretary
	SEI Global Investments Corp.	Director, Vice President, Secretary
	SEI Insurance Group, Inc.	Director, Vice President, Assistant Secretary
	SEI Advanced Capital Management, Inc.	Director, Vice President, Secretary
	SEI Primus Holding Corp.	Vice President, Secretary
	SEI Global Services, Inc.	Director, Senior Vice President
	SIMC Holdings, LLC	Manager
	SEI Investment Strategies, LLC	Director, Senior Vice President
	LSV Asset Management	Management Committee
	SEI Global Capital Investments, Inc.	Vice President, Secretary
	SEI Investments (Asia), Limited	Director
	SEI Global Holdings (Cayman) Inc.	Director, Vice President, Secretary
	SEI Investments (South Africa) (PTY) Limited	Director
	SEI Investments Canada Company	Director, Secretary
	SEI Custodial Operations Company, LLC	Manager
	SEI Institutional Transfer Agent, Inc.	Director, Senior Vice President
	SIMC Subsidiary, LLC	Manager
	SEI Ventures, Inc.	Vice President, Secretary
	SEI Investments Developments, Inc.	Vice President, Secretary
	SEI Keystone Capital Holdings, LLC	Senior Vice President
	SEI Archway Finance & Operations LLC	Manager, Senior Vice President
	SEI Archway Technology Partners LLC	Manager, Senior Vice President
James Smigiel Vice President	SEI Investment Strategies, LLC	Vice President
Kevin P. Barr Director & President	SEI Investments Company	Executive Vice President
	SEI Investments Distribution Co.	Director, President, Chief Executive Officer
	SEI Global Services Inc.	Vice President
	SEI Investment Strategies, LLC	Director, President
	SEI Investments Global, Limited	Director
	SEI Investments Canada Company	Director, President

Wayne M. Withrow Director & Senior Vice President	SEI Investments Company	Executive Vice President
	SEI Investments Distribution Co.	Director
	SEI Global Services, Inc.	Director, Senior Vice President
	SEI Investments Global (Cayman), Limited	Director
Kathy C. Heilig Vice President & Treasurer	SEI Investments Company	Vice President, Controller & Chief Accounting Officer
	SEI Funds Inc.	Director, Vice President, Treasurer
	SEI Investments, Inc.	Director, Vice President, Treasurer
	SEI Global Investments Corp.	Director, Vice President & Treasurer
	SEI Insurance Group, Inc.	Vice President, Treasurer
	SEI Advanced Capital Management, Inc.	Director, Vice President, Treasurer
	SEI Primus Holding Corp.	Director, Vice President, Treasurer
	SEI Global Services, Inc.	Treasurer
	SEI Investment Strategies, LLC	Director, Vice President, Treasurer
	SEI Global Capital Investments, Inc.	Director, Vice President, Treasurer
	SEI Investments Global (Cayman), Limited	Vice President, Treasurer
	SEI Global Holdings (Cayman) Inc.	Vice President, Assistant Secretary & Treasurer
	SEI Investments Canada Company	Vice President
	SEI Ventures, Inc.	Director, Vice President, Treasurer
	SEI Investments Developments, Inc.	Director, Vice President, Treasurer
	SEI Investments Global Funds Services	Vice President, Treasurer
	SEI Keystone Capital Holdings, LLC	Vice President
	SEI Archway Finance & Operations LLC	Vice President
	SEI Archway Technology Partners LLC	Vice President
	Huntington Steele LLC	Manager
Timothy D. Barto General Counsel, Vice President & Secretary	SEI Investments Company	Vice President-Legal & Assistant Secretary
	SEI Funds, Inc.	Vice President
	SEI Global Services, Inc.	Vice President
	SIMC Holdings, LLC	Manager
	SEI Investment Strategies, LLC	General Counsel, Vice President, Secretary
	SIMC Subsidiary, LLC	Manager
	SEI Institutional Transfer Agent, Inc.	General Counsel, Secretary
	Huntington Steele LLC	Manager
Aaron Buser Vice President & Assistant Secretary	SEI Investment Strategies, LLC	Vice President, Assistant Secretary
	SEI Institutional Transfer Agent, Inc.	Vice President, Assistant Secretary

David McCann Vice President & Assistant Secretary	SEI Investment Strategies, LLC	Vice President, Assistant Secretary
	SEI Institutional Transfer Agent, Inc.	Vice President, Assistant Secretary
Kevin Crowe Vice President	SEI Global Services, Inc.	Vice President
Paul F. Klauder Director & Senior Vice President	SEI Investments Company	Executive Vice President
	SEI Investments Distribution Co.	Director
	SEI Global Services, Inc.	Vice President
	SEI Trust Company	Director, Vice President
	SEI Investments Strategies, LLC	Director
	SEI Investments (Asia), Limited	Director
	SEI Global Holdings (Cayman) Inc.	Director, Vice President
	SEI Investments (South Africa) (PTY) Limited	Director
	SEI Investments Canada Company	Director, Vice President
Roger Messina Vice President	SEI Global Services, Inc.	Vice President
	SEI Investments Canada Company	Vice President
Stephen Onofrio Vice President	SEI Global Services, Inc.	Vice President
Robert Wrzesniewski Vice President	SEI Global Services, Inc.	Vice President
Brian Vrabel Vice President & Assistant Secretary	SEI Funds, Inc.	Vice President
	SEI Investment Strategies, LLC	Vice President, Assistant Secretary
Raquell Baker Vice President	SEI Global Services, Inc.	Vice President
	SEI Investments Canada Company	Vice President
John W. Lau Vice President	SEI Investments (Asia), Limited	Director, FATCA Responsible Officer
Stephen G. MacRae Vice President	SEI Global Services, Inc.	Vice President
	SEI Investment Strategies, LLC	Vice President
Radoslav K. Koitchev Vice President	SEI Investment Strategies, LLC	Vice President
Michael Farrell Vice President	SEI Global Services, Inc.	Vice President
	Huntington Steele LLC	Manager
Kevin Matthews Vice President	SEI Global Services, Inc.	Vice President
	SEI Investment Strategies, LLC	Director
Marcia Noa Vice President	SEI Global Services, Inc.	Vice President

Teresa Curley Vice President & FATCA Responsible Officer	SEI Investments Company	Vice President, FATCA Responsible Officer
	SEI Investments Distribution Co.	FATCA Responsible Officer
	SEI Trust Company	Vice President, FATCA Responsible Officer
	SEI Funds, Inc.	Vice President, FATCA Responsible Officer
	SEI Investments, Inc.	Vice President, FATCA Responsible Officer
	SEI Global Investments Corp.	Vice President, FATCA Responsible Officer
	SEI Insurance Group, Inc.	Vice President, FATCA Responsible Officer
	SEI Advanced Capital Management, Inc.	Vice President, FATCA Responsible Officer
	SEI Primus Holding Corp.	Vice President, FATCA Responsible Officer
	SEI Global Services, Inc.	Vice President, FATCA Responsible Officer
	SEI Private Trust Company	Vice President, FATCA Responsible Officer
	SIMC Holdings, LLC	Manager, Vice President, FATCA Responsible Officer
	SEI Investment Strategies, LLC	Vice President, FATCA Responsible Officer
	LSV Asset Management	Vice President, FATCA Responsible Officer
	SEI Global Capital Investments, Inc.	Vice President, FATCA Responsible Officer
	SEI Investments (Europe) Ltd.	FATCA Responsible Officer
	SEI Global Nominee Ltd.	FATCA Responsible Officer
	SEI Trustees Limited	FATCA Responsible Officer
	SEI European Services Limited	FATCA Responsible Officer
	SEI Investments Global (Cayman), Limited	Vice President, FATCA Responsible Officer
	SEI Global Holdings (Cayman) Inc.	Vice President, FATCA Responsible Officer
	SEI Investments (South Africa) (PTY) Limited	Vice President, FATCA Responsible Officer
	SEI Investments Global, Limited	Vice President, FATCA Responsible Officer
	SEI Investments Global Fund Services, Limited	Vice President, FATCA Responsible Officer
	SEI Investments Depositary and Custodial Services (Ireland) Limited	Vice President, FATCA Responsible Officer
	SEI Investments Canada Company	Vice President, FATCA Responsible Officer
	SEI Custodial Operations Company, LLC	Vice President, FATCA Responsible Officer
	SEI Institutional Transfer Agent, Inc.	Vice President, FATCA Responsible Officer
	SIMC Subsidiary, LLC	Manager, Vice President, FATCA Responsible Officer
	SEI Ventures, Inc.	Vice President, FATCA Responsible Officer
	SEI Investments Developments, Inc.	Vice President, FATCA Responsible Officer
	SEI Investments Global Funds Services	Vice President, FATCA Responsible Officer
	SEI Investments-Guernsey Limited	Vice President, FATCA Responsible Officer
	SEI Keystone Capital Holdings, LLC	Vice President, FATCA Responsible Officer

	SEI Archway Finance & Operations LLC	Vice President, FATCA Responsible Officer
	SEI Archway Technology Partners LLC	Vice President, FATCA Responsible Officer
Sean Simko Vice President	SEI Global Services, Inc.	Vice President
Aaron Von Alst	SEI Global Services, Inc.	Vice President

Acadian Asset Management LLC

Acadian Asset Management LLC (“Acadian”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of Acadian is 260 Franklin Street, Boston, Massachusetts 02110. Acadian is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name and Principal Business Address of Other Company	Connection With Other Company
John Chisholm, Executive Vice President, Co-CEO	Acadian Asset Management (UK) Ltd 24 King William Street, 6th Floor London EC4R 9AT United Kingdom	Affiliated Directorships
	Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia	Affiliated Directorships
	Acadian Asset Management (Japan) Marunouchi Trust Tower Main 1-8-3 Marunouchi, Chiyoda-ku Tokyo 100-0005 Japan	Affiliated Directorships
	Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960	Affiliated Directorships
Ross Dowd, Executive Vice President, Co-CEO	Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia	Affiliated Directorships
	Acadian Asset Management (UK) Ltd 24 King William Street, 6th Floor London EC4R 9AT United Kingdom	Affiliated Directorships
	Acadian Asset Management (Japan) Marunouchi Trust Tower Main 1-8-3 Marunouchi, Chiyoda-ku Tokyo 100-0005 Japan	Affiliated Directorships
	Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960	Affiliated Directorships
Mark Minichiello, Executive Vice President, COO, Treasurer, Secretary	Acadian Asset Management (UK) Ltd 24 King William Street, 6th Floor London EC4R 9AT United Kingdom	Affiliated Directorships
	Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia	Affiliated Directorships

	Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960	Affiliated Directorships
	Acadian Asset Management (Japan) Marunouchi Trust Tower Main 1-8-3 Marunouchi, Chiyoda-ku Tokyo 100-0005 Japan	Affiliated Directorships
Brendan Bradley, Executive Vice President, CIO	Acadian Asset Management (UK) Ltd; 24 King William Street, 6th Floor London EC4R 9AT United Kingdom	Affiliated Directorships
	Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia	Affiliated Directorships
	Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960	Affiliated Directorships
	Acadian Asset Management (Japan) Marunouchi Trust Tower Main 1-8-3 Marunouchi, Chiyoda-ku Tokyo 100-0005 Japan	Affiliated Directorships
Kelly Young, Executive Vice President, CMO	Acadian Asset Management (UK) Ltd; 24 King William Street, 6th Floor London EC4R 9AT United Kingdom	Affiliated Directorships
	Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia	Affiliated Directorships
	Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960	Affiliated Directorships
	Acadian Asset Management (Japan) Marunouchi Trust Tower Main 1-8-3 Marunouchi, Chiyoda-ku Tokyo 100-0005 Japan	Affiliated Directorships

Guang Yang, Member of Board of Managers	BrightSphere Investment Group, plc (“BSIG”- a public company traded on the NYSE) 200 Clarendon Street, 53rd Floor Boston, MA 02116	Director, Chief Executive Officer, Affiliated Directorships
	BrightSphere Inc. (a holding company) 200 Clarendon Street, 53rd Floor Boston, MA 02116	Director, Chief Executive Officer, Affiliated Directorships
	Acadian Asset Management LLC (an investment advisor) 260 Franklin Street Boston, MA 02110	Affiliated Directorships
	Barrow, Hanley, Mewhinney & Strauss, LLC (an investment advisor) JPMorgan Chase Tower 2200 Ross Avenue, 31st Floor Dallas, TX 75201	Affiliated Directorships
	Landmark Partners LLC (an investment advisor) 265 Franklin Street Boston, MA 02110	Affiliated Directorships
Suren Rana, Member of Board of Managers	BrightSphere Investment Group, plc (“BSIG”-a public company traded on the NYSE) 200 Clarendon Street, 53rd Floor Boston, MA 02116	Executive Vice President, Chief Financial Officer, Affiliated Directorships
	BrightSphere Inc. (a holding company) 200 Clarendon Street, 53rd Floor Boston, MA 02116	Executive Vice President, Chief Financial Officer, Affiliated Directorships
	Acadian Asset Management LLC (an investment advisor) 260 Franklin Street Boston, MA 02110	Affiliated Directorships
	The Campbell Group, Inc. (a holding company for Campbell Global, LLC) (an investment advisor) One South West Columbia Suite 1720 Portland, OR 97258	Affiliated Directorships
	Copper Rock Capital Partners LLC (an investment advisor) 200 Clarendon Street, 51st Floor Boston, MA 02116	Affiliated Directorships
	Thompson, Siegel & Walmsley LLC (an investment advisor) 6806 Paragon Place, Suite 300 Richmond, VA 23230	Affiliated Directorships
Meghan Driscoll, Member of Board of Managers	Acadian Asset Management LLC (an investment advisor) 260 Franklin Street Boston, MA 02110	Affiliated Directorships

		Investment Counselors of Maryland, LLC (an investment advisor) 300 East Lombard Street Suite 810 Baltimore, MD 21202		Affiliated Directorships
		Landmark Partners LLC (an investment advisor) 265 Franklin Street Boston, MA 02110		Affiliated Directorships

AllianceBernstein L.P.

AllianceBernstein is a Delaware limited partnership, the majority limited partnership units in which are held, directly and indirectly, by its parent company AXA Equitable Holdings, Inc. (“EQH”), a publicly traded holding company for a diverse group of financial services companies. AllianceBernstein Corporation, an indirect wholly-owned subsidiary of EQH, is the general partner of both AllianceBernstein and AllianceBernstein Holding L.P., a publicly traded partnership. AllianceBernstein’s principal place of business is located at 1345 Avenue of the Americas, New York, NY 10105.

Listed below are the names and principal occupations of the directors and principal executive officers of AllianceBernstein. The principal business address of each director and officer, as it relates to his or her duties to AllianceBernstein, is the same as that of AllianceBernstein (except as otherwise noted below).

Information as to the directors and executive officers of AllianceBernstein set forth in its Form ADV filed with the SEC (File No. 801-56720), and amended through the date hereof, is incorporated by reference.

Name and Position with Investment Adviser	Name and Principal Business Address of Other Company	Connection with Other Company
Ramon de Oliveira Chairman of the Board	AXA Equitable Holdings, Inc. 1290 Avenue of the Americas New York, NY 10104	Chairman of the Board
	AXA S.A. Paris France	Director
	AXA Equitable Life Insurance Company MONY Life Insurance Company of America 1290 Avenue of the Americas New York, NY 10104	Director
	Investment Audit Practice, LLC New York, NY	Managing Director
Paul L. Audet Director	Symmetrical Ventures New York, NY	Founder and Managing Member
Jeffrey Hurd Director	AXA Equitable Holdings, Inc. 1290 Avenue of the Americas New York, NY 10104	Chief Operating Officer
Daniel G. Kaye Director	AXA Equitable Holdings, Inc. AXA Equitable Life Insurance Company MONY Life Insurance Company of America 1290 Avenue of the Americas New York, NY 10104	Director
	CME Group, Inc. Chicago, IL	Director
Nicholas Lane Director	AXA Equitable Holdings, Inc. 1290 Avenue of the Americas New York, NY 10104	Senior Executive Vice President and Head of U.S. Life, Retirement and Wealth Management
	AXA Equitable Life Insurance Company 1290 Avenue of the Americas New York, NY 10104	President
Kristi Matus Director	AXA Equitable Holdings, Inc. AXA Equitable Life Insurance Company MONY Life Insurance Company of America 1290 Avenue of the Americas New York, NY 10104	Director
	Tru Optik Data Corp. Stamford, CT Cerence, Inc. Burlington, MA	Director
	Thomas H. Lee Partners Boston, MA	Executive Advisor
Das Narayandas Director	Harvard Business School Cambridge, MA	Edsel Bryant Ford Professor of Business Administration
Mark Pearson Director	AXA Equitable Holdings, Inc. 1290 Avenue of the Americas New York, NY 10104	Director, President and Chief Executive Officer
	AXA Equitable Life Insurance Company 1290 Avenue of the Americas New York, NY 10104	Chairman and Chief Executive Officer
	MONY Life Insurance Company of America 1290 Avenue of the Americas New York, NY 10104	Director

Charles Stonehill Director	AXA Equitable Holdings, Inc. AXA Equitable Life Insurance Company MONY Life Insurance Company of America 1290 Avenue of the Americas New York, NY 10104	Director
	Green & Blue Advisors LLC New York, NY	Founding Partner
	PlayMagnus A/S Oslo, Norway CommonBond, LLC New York ,NY	Director
Kate C. Burke Chief Administrative Officer	AllianceBernstein L.P. One Nashville Place, 150 4th Avenue North Nashville, TN 37219
Laurence E. Cranch General Counsel	AllianceBernstein L.P. One Nashville Place, 150 4th Avenue North Nashville, TN 37219
James A. Gingrich Chief Operating Officer	AllianceBernstein L.P. One Nashville Place, 150 4th Avenue North Nashville, TN 37219
John C. Weisenseel Chief Financial Officer	AllianceBernstein L.P. One Nashville Place, 150 4th Avenue North Nashville, TN 37219

Causeway Capital Management LLC

Causeway Capital Management LLC (“Causeway”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of Causeway is 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, California 90025. Causeway is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, officer or partner of Causeway has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

Colchester Global Investors Ltd

Colchester Global Investors Ltd (“Colchester”) is a Sub-Adviser for the Registrant’s International Fixed Income and Emerging Markets Debt Funds. The principal business address of Colchester is Heathcoat House, 20 Savile Row, London, United Kingdom W1S 3PR. Colchester is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, officer or partner of Colchester has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

Intech Investment Management LLC

Intech Investment Management LLC (“Intech”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of Intech is 250 S. Australian Avenue, Suite 1800, West Palm Beach, Florida 33401. Intech is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, Officer or partner of Intech has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, Officer, employee, partner or trustee.

Ninety One UK Ltd.

Ninety One UK Ltd. (“Ninety One”) is a Sub-Adviser for the Registrant’s Emerging Markets Debt Fund. The principal business address of Ninety One is Woolgate Exchange, 25 Basinghall Street, London, United Kingdom EC2V 5HA. Ninety One is a registered investment adviser under the Advisers Act.

Name and Position with Investment Adviser		Name and Principal Business Address of Other Company		Connection with Other Company
Werner Gey van Pittius		Private Real Estate Holding Company		Co-Owner

J O Hambro Capital Management Limited

J O Hambro Capital Management Limited (“JOHCM”) is a Sub-Adviser for the Registrant’s Emerging Markets Equity Fund. The principal business address of JOHCM is 1, St. James’s Market, London, SW1Y, 4AH, United Kingdom. JOHCM is a registered investment adviser under the Advisers Act.

Name and Position with Investment Adviser	Name and Principal Business Address of Other Company	Connection with Other Company
Emilio Gonzalez Non-Executive Chairman Director	J O Hambro Capital Management Holdings Limited 1 St. James’s Market, London, England, SW1Y 4AH	Director

	JOHCM Funds (UK) Limited 1 St. James’s Market, London, England, SW1Y 4AH	Director

	JOHCM Singapore (PTE) Limited 138 Market Street #15-04 CapitaGreen Singapore 048946	Director

	Pendal Group Limited Level 14, The Chifley Tower 2 Chifley Square, Sydney NSW 2000, Australia	Director Chief Executive and Managing Director Shareholder

	Pendal UK Limited 1 St. James’s Market, London, England, SW1Y 4AH	Director

	The Banking and Finance Oath Limited Level 2 Legion House 161 Castlereagh St, Sydney NSW 2000, Australia	Director

As of September 30, 2019. No other JOHCM director has any external interests.

KBI Global Investors (North America) Ltd

KBI Global Investors (North America) Ltd (“KBIGI (North America)”) is a Sub-Adviser for the Registrant’s Emerging Markets Equity Fund. The principal business address of KBIGI (North America) is 3rd Floor, 2 Harbourmaster Place, IFSC, Dublin 1, Ireland D01 X5P3. KBIGI (North America) is a registered investment adviser under the Advisers Act.

Name and Position with Investment Adviser	Name and Principal Business Address of Other Company	Connection with Other Company
Sean Hawkshaw Director & Chief Executive Officer	KBI Global Investors Ltd 3rd Floor, 2 Harbourmaster Place, IFSC, Dublin 1,Ireland	Chief Executive Officer, Director
Geoff Blake Director & Head of Business Development & Client Services	KBI Global Investors Ltd. 3rd Floor, 2 Harbourmaster Place, IFSC, Dublin 1,Ireland	Director, Head of Business Development

Lazard Asset Management LLC

Lazard Asset Management LLC (“Lazard”) is a Sub-Adviser for the Registrant’s International Equity and Emerging Markets Equity Funds. The principal business address of Lazard is 30 Rockefeller Plaza, New York, New York 10112. Lazard is a registered investment adviser under the Advisers Act.

Name and Position with Investment Adviser	Name and Principal Business Address of Other Company	Connection with Other Company
James Donald Managing Director, Portfolio Manager/Analyst	Empower 111 John Street, Suite 1005 New York, NY 10038 20-20 Investments Association 3025 Harborview Drive Gig Harbor, WA 98335	Board of Directors Board of Directors
Andrew Lacey Deputy Chairman, Portfolio Manager/Analyst	Link Education Partners 120 Livingston Street Newark, NJ 07103 Montclair Art Museum 3 South Mountain Avenue Montclair, NJ 07042 KIPP New Jersey 60 Park Pl #802, Newark NJ 07102	Board of Directors Board of Directors Board of Directors
Chris Blake Managing Director, Portfolio Manager/Analyst	Daniels College of Business at University of Denver 2102 S. University Blvd., Denver, CO 80208-8921	Executive Advisory Board

Marathon Asset Management, L.P.

Marathon Asset Management, L.P. (“Marathon”) is a Sub-Adviser for the Registrant’s Emerging Markets Debt Fund. The principal business address of Marathon is One Bryant Park, 38th Floor, New York, New York 10036. Marathon is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, officer or partner of Marathon has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

NWQ Investment Management Company, LLC

NWQ Investment Management Company, LLC (“NWQ”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of NWQ is 2029 Century Park East, 16th Floor, Los Angeles, California 90067. NWQ is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, officer or partner of NWQ has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

Qtron Investments, LLC

Qtron Investments LLC (“Qtron”) is a Sub-Adviser for the Registrant’s Emerging Markets Equity Fund. The principal business address of Qtron is 200 High Street, 5th Floor, Boston, MA 02110. Qtron is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, officer or partner of Qtron has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

RWC Asset Advisors (US) LLC

RWC Asset Advisors (US) LLC (“RWC”), is a Sub-Adviser for the Registrant’s Emerging Markets Equity Fund. The principal business address of RWC is 2640 South Bayshore Drive, Suite 201, Miami, Florida 33133. RWC is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, officer or partner of RWC has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

Stone Harbor Investment Partners LP

Stone Harbor Investment Partners LP (“Stone Harbor”) is a Sub-Adviser for the Registrant’s Emerging Markets Debt Fund. The principal business address of Stone Harbor is 31 West 52nd Street, 16th Floor, New York, New York 10019. Stone Harbor is a registered investment adviser under the Advisers Act.

Name and Position with Investment Adviser		Name and Principal Business Address of Other Company		Connection with Other Company
Peter J. Wilby Chief Investment Officer, Managing Member of General Partner		Stone Harbor Investment Funds 31 West 52nd Street 16th Floor New York, NY 10019		President

WCM Investment Management, LLC

WCM Investment Management, LLC (“WCM”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of WCM is 281 Brooks Street, Laguna Beach, CA 92651. WCM is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, officer or partner of WCM has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

Wellington Management Company LLP

Wellington Management Company LLP (“Wellington Management”) is a Sub-Adviser for the Registrant’s International Fixed Income Fund. The principal business address of Wellington Management is 280 Congress Street, Boston, Massachusetts 02210. Wellington Management is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, officer or partner of Wellington Management has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

Item 32. Principal Underwriters:

(a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser.

Registrant’s distributor, SIDCo., acts as distributor for:

SEI Daily Income Trust		July 15, 1982
SEI Tax Exempt Trust		December 3, 1982
SEI Institutional Managed Trust		January 22, 1987
The Advisors’ Inner Circle Fund		November 14, 1991

The Advisors’ Inner Circle Fund II		January 28, 1993
Bishop Street Funds		January 27, 1995
SEI Asset Allocation Trust		April 1, 1996
SEI Institutional Investments Trust		June 14, 1996
City National Rochdale Funds (f/k/a CNI Charter Funds)		April 1, 1999
Causeway Capital Management Trust		September 20, 2001
SEI Offshore Opportunity Fund II		September 1, 2005
ProShares Trust		November 14, 2005
Community Capital Trust (f/k/a Community Reinvestment Act Qualified Investment Fund)		January 8, 2007
SEI Offshore Advanced Strategy Series SPC		July 31, 2007
SEI Structured Credit Fund, LP		July 31, 2007
Global X Funds		October 24, 2008
ProShares Trust II		November 17, 2008
SEI Special Situations Fund		July 1, 2009
Exchange Traded Concepts Trust (f/k/a FaithShares Trust)		August 7, 2009
Schwab Strategic Trust		October 12, 2009
RiverPark Funds Trust		September 8, 2010
Adviser Managed Trust		December 10, 2010
SEI Core Property Fund		January 1, 2011
New Covenant Funds		March 23, 2012
Cambria ETF Trust		August 30, 2012
Highland Funds I (f/k/a Pyxis Funds I)		September 25, 2012
KraneShares Trust		December 18, 2012
SEI Insurance Products Trust		September 10, 2013
The KP Funds		September 19, 2013
The Advisors’ Inner Circle Fund III		February 12, 2014
SEI Catholic Values Trust		March 24, 2015
SEI Hedge Fund SPC		June 26, 2015
SEI Energy Debt Fund		June 30, 2015
Gallery Trust		January 8, 2016
Schroder Series Trust		February 10, 2017
Schroder Global Series Trust		February 10, 2017
City National Rochdale Select Strategies Fund		March 1, 2017
Metaurus Equity Component Trust		October 2, 2017
Impact Shares Trust		March 1, 2018
City National Rochdale Strategic Credit Fund		May 16, 2018
Symmetry Panoramic Trust		July 23, 2018
Frost Family of Funds		May 31, 2019

The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services (“Funds Evaluation”) and automated execution, clearing and settlement of securities transactions (“MarketLink”).

(b) Furnish the Information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 25 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

Name	Position and Office with Underwriter	Positions and Offices with Registrant
William M. Doran	Director	Trustee
Paul F. Klauder	Director	—
Wayne M. Withrow	Director	—
Kevin P. Barr	Director, President & Chief Executive Officer	—
Maxine J. Chou	Chief Financial Officer, Chief Operations Officer, & Treasurer	—
Karen E. LaTourette	Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary	—
John C. Munch	General Counsel & Secretary	—
Mark J. Held	Senior Vice President	—
John P. Coary	Vice President & Assistant Secretary	—
Lori L. White	Vice President & Assistant Secretary	—
Judith A. Hirx	Vice President	—
Jason McGhin	Vice President	—
Gary Michael Reese	Vice President	—
Robert M. Silvestri	Vice President	—

Item 33. Location of Accounts and Records:

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules promulgated thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the off ices of the Registrant’s custodian:

Brown Brothers Harriman & Co.

40 Water Street

Boston, Massachusetts 02109

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the off ices of Registrant’s administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, Pennsylvania 19456

(d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the off ices of Registrant’s Adviser and Sub-Advisers:

SEI Investments Management Corporation

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Acadian Asset Management LLC

260 Franklin Street

Boston, Massachusetts 02110

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

Causeway Capital Management LLC

11111 Santa Monica Boulevard, 15th Floor

Los Angeles, California 90025

Colchester Global Investors Ltd

Heathcoat House

20 Savile Row

London W1S 3PR

United Kingdom

Intech Investment Management LLC

CityPlace Tower

250 S. Australian Avenue, Suite 1800

West Palm Beach, Florida 33401

Ninety One UK Ltd.

Woolgate Exchange

25 Basinghall Street

London, United Kingdom

EC2V 5HA

J O Hambro Capital Management Limited

1, St. James’s Market

London, United Kingdom

SW1Y 4AH

KBI Global Investors (North America) Ltd

3rd Floor

2 Harbourmaster Place

IFSC, Dublin 1, Ireland

D01 X5P3

Lazard Asset Management LLC

30 Rockefeller Plaza

New York, New York 10112

Marathon Asset Management, L.P.

One Bryant Park

38th Floor

New York, New York 10036

NWQ Investment Management Company, LLC

2029 Century Park East, 16th Floor

Los Angeles, California 90067

Qtron Investments, LLC

200 High Street

5th Floor

Boston, MA 02110

RWC Asset Advisors (US) LLC

2640 South Bayshore Drive, Suite 201

Miami, Florida 33133

Stone Harbor Investment Partners LP

31 West 52nd Street, 16th Floor

New York, New York 10019

WCM Investment Management, LLC

281 Brooks Street

Laguna Beach, California 92651

Wellington Management Company, LLP

280 Congress Street

Boston, Massachusetts 02210

Item 34. Management Services:

None.

Item 35. Undertakings:

None.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 77 to Registration Statement No. 033-22821 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 25th day of November, 2020.

	SEI INSTITUTIONAL INTERNATIONAL TRUST

	By:	/S/ ROBERT A. NESHER
		Robert A. Nesher
		Trustee, President & Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.

*	Trustee	November 25, 2020
William M. Doran

*	Trustee	November 25, 2020
George J. Sullivan, Jr.

*	Trustee	November 25, 2020
Nina Lesavoy

*	Trustee	November 25, 2020
James M. Williams

*	Trustee	November 25, 2020
Mitchell A. Johnson

*	Trustee	November 25, 2020
Hubert L. Harris, Jr.

*	Trustee	November 25, 2020
Susan C. Cote

*	Trustee	November 25, 2020
James B. Taylor

*	Trustee	November 25, 2020
Christine Reynolds

/S/ ROBERT A. NESHER	Trustee, President & Chief Executive Officer	November 25, 2020
Robert A. Nesher

/s/ JAMES HOFFMAYER	Controller & Chief Financial Officer	November 25, 2020
James Hoffmayer

*By:	/S/ ROBERT A. NESHER
	Robert A. Nesher
	Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number		Description
EX-99.B(d)(14)		Amended Schedules A and B, as last revised June 24, 2020, between SIMC and J O Hambro Capital Management Limited, to the Investment Sub-Advisory Agreement, dated June 27, 2017, with respect to the Emerging Markets Equity and International Equity Funds
EX-99.B(d)(21)		Amended Schedule B, as last revised April 1, 2020, to the Investment Sub-Advisory Agreement dated December 5, 2018, between SIMC and Qtron Investments LLC with respect to the Emerging Markets Equity Fund
EX-99.B(p)(4)		The Code of Ethics for SEI Institutional International Trust, as last revised March 2020
EX-99.B(p)(6)		The Code of Ethics for AllianceBernstein L.P., dated January 2020
EX-99.B(p)(8)		The Code of Ethics for Colchester Global Investors Limited, dated June 2020
EX-99.B(p)(15)		The Code of Ethics for NWQ Investment Management Company, LLC, dated August 26, 2019

EX-99.B(D)(14) 2 a20-36976_1ex99dbd14.htm EX-99.B(D)(14)

Exhibit 99.B(d)(14)

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
JO Hambro Capital Management Limited

Dated June 27, 2017, as amended June 24, 2020

SEI INSTITUTIONAL INTERNATIONAL TRUST

Emerging Markets Equity Fund
International Equity Fund

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
JO Hambro Capital Management Limited

Dated June 27, 2017, as amended June 24, 2020

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Institutional International Trust

Emerging Markets Equity Fund [REDACTED]

International Equity Fund(1)

The fee schedule below will be applied to the sum of the average daily value of the Assets of the International Equity Fund and the average daily value of the Assets of any other International Equity Fund to which the Sub-Adviser may now or in the future provide investment advisory/sub-advisory services. Each International Equity Fund will be responsible for its pro rata portion of the total fee determined pursuant to this paragraph based on the relative values of the average daily Assets of the International Equity Funds managed by the Sub-Adviser (as set forth below).

[REDACTED]

As of the effective date of this Schedule B, the International Equity Funds are as follows:

o SEI Institutional International Trust International Equity Fund;

o SEI Institutional Investments Trust World Equity Ex-US Fund; and

o (SEI Canada) International Equity Fund.

(1) [REDACTED]

Agreed and Accepted:

SEI Investments Management Corporation JO Hambro Capital Management Limited

By:	/s/Stephen G. MacRae	By:	/s/Suzy Neubert

Name:	Stephen G. MacRae	Name:	Suzy Neubert

Title:	Vice President	Title:	Sales and Marketing Director

By:	/s/ Markus Lewandowski


Name:	Markus Lewandowski


Title:	Chief Operating Officer

Document Ref: YOWXE-7BEKQ-QVBNV-A3HPM

EX-99.B(D)(21) 3 a20-36976_1ex99dbd21.htm EX-99.B(D)(21)

Exhibit 99.B(d)(21)

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Qtron Investments LLC

Dated December 5, 2018, as amended April 1, 2020

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Institutional International Trust

Emerging Markets Equity Fund

The fee schedule below will be applied to the sum of the average daily value of the Assets of the SEI Institutional International Trust Emerging Markets Equity Fund and the average daily value of the assets of any other SEI mutual fund or account to which the Sub-Adviser may now or in the future provide investment advisory/sub-advisory services pursuant to an Emerging Markets Equity mandate (each a “Emerging Markets Equity Fund” collectively the “Emerging Markets Equity Funds”. The pro rata portion of the total fee (as determined pursuant to this paragraph) attributable to each Emerging Markets Equity Fund will be based on the relative values of the average daily Assets of the Emerging Markets Equity Funds managed by the Sub-Adviser (as set forth below):

[REDACTED]

As of the effective date of this Agreement the Emerging Markets Equity Funds are as follows:

· SEI Institutional International Trust Emerging Markets Equity Fund;

· (SEI Canada) Emerging Markets Equity Fund; and

· SGMF Emerging Markets Equity Fund.

Agreed and Accepted:

SEI Investments Management Corporation		Qtron Investments LLC


By:	Stephen MacRae	By:	Dr. Dmitri Kantsyrev

Name:	Stephen MacRae	Name	Dr. Dmitri Kantsyrev

Title:	Vice President	Title:	Partner, Portfolio Manage

EX-99.B(P)(4) 4 a20-36976_1ex99dbp4.htm EX-99.B(P)(4)

Exhibit 99.B(p)(4)

Code of Ethics (Rule 17j-1)

CODE OF ETHICS (RULE 17j-1)

This policy applies to all Trusts identified in Appendix I

Compliance Monitoring Responsibility		Monitoring Frequency		Recordkeeping Responsibility		Periodic Testing
Funds, Adviser SEI-GFS		Continuous		SEI-GFS Adviser		Quarterly

Policy Statement: The Funds have adopted a code of ethics under Rule 17j-1 (“Code of Ethics”) of the Investment Company Act of 1940 (“1940 Act”) with respect to the personal trading activities of persons deemed to be “access persons.” The Code of Ethics prohibits access persons from engaging in fraudulent, deceitful, or manipulative practices in connection with the purchase or sale of a security held or to be acquired by the Funds. The Code of Ethics also prohibits access persons from making any untrue statement of material fact or omitting to state material facts where necessary. The Code of Ethics is designed to require the Funds to adopt procedures that will help prevent and detect fraudulent personal trading and other activities proscribed by the rule and the Code of Ethics.

Procedures: The Funds have adopted the procedures set forth in the Code of Ethics Adopted under Rule 17j-1 (copy attached) to implement and monitor compliance with the Funds’ policies.

Fund Compliance will communicate these procedures to the Advisers and Sub-Advisers through delivery of the Code of Ethics.

· Separate Codes — SEI-GFS, SIDCO and each Adviser and Sub-Adviser (excluding those Advisers who manage only money market funds) maintain separate codes of ethics that are designed to comply with the requirements of Rule 17j-1.

CODE OF ETHICS

Adopted Under Rule 17j-1

While affirming its confidence in the integrity and good faith of all of its officers and trustees, each of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Asset Allocation Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust, and SEI Catholic Values Trust (the “SEI Trusts”), as well as wholly owned subsidiaries of certain SEI Trusts incorporated in the Cayman Islands as excepted foreign companies for which SIMC serves as adviser (together with the SEI Trusts, the “Trusts”) recognize that the knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions which may be possessed by certain of officers, employees and trustees could place such individuals, if they engage in personal transactions in securities which are eligible for investment by the Trusts, in a position where their personal interest may conflict with that of the Trusts.

In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under the Investment Company Act of 1940 (the “1940 Act”), each Trust has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures.

1. Statement of General Principles.

In recognition of the trust and confidence placed in each Trust by its shareholders, and to give effect to each Trust’s belief that its operations should be directed to the benefit of its shareholders, each Trust hereby adopts the following general principles to guide the actions of its trustees, officers and employees:

a) The interests of the Trusts’ shareholders are paramount, and all of the Trusts’ personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the shareholders before their own.

b) All personal transactions in securities by the Trusts’ personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of the Trusts and their shareholders.

c) All of the Trusts’ personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to the Trusts, or that otherwise bring into question the person’s independence or judgment.

d) All of the Trusts’ personnel are prohibited from disclosing material nonpublic information to others or engaging in the purchase or sale (or recommending or suggesting that any person engage in the purchase or sale) of any security to which such information relates.

2. Definitions.

a) “Access Person” shall mean

· each director/trustee or officer of a Trust,

· each director/trustee, officer or employee of a Trust or any of a Trust’s advisers or sub-advisers (or of any company in a Control relationship to the Trust or such advisers or sub-advisers) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a Security by each Trust or any series thereof (each a “Fund”), or whose functions relate to the making of any recommendations with respect to such purchases or sales,

· any natural person in a Control relationship to a Trust or any of a Trust’s advisers or sub-advisers who obtains information concerning recommendations made to the Trust with respect to the purchase or sale of a Security by any Fund; and

· each director, officer or general partner of any principal underwriter for a Trust, but only where such person, in the ordinary course of business, either makes, participates in, or obtains information regarding the purchase or sale of Securities by the Fund(s), or whose functions relate to the making of recommendations regarding Securities to the Fund(s).

b) “Automatic Investment Plan” shall mean 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.

c) “Beneficial Ownership” of a security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934. This means that a person should generally consider himself the beneficial owner of any securities in which he has a direct or indirect monetary interest. In addition, a person should consider himself the beneficial owner of securities held by his spouse, his minor children, a relative who shares his home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power.

d) “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 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 such company. Ownership of 25% or more of a company’s outstanding voting security is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation.

e) “Independent Trustee” means a Trustee of a Trust who is not an “interested person” of that Trust within the meaning of Section 2(a)(19) of the 1940 Act.

f) “Initial Public Offering” (“IPO”) means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not

subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

g) “Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) in the Securities Act of 1933.

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

i) “Security” shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include securities issued by the Government of the United States or an agency thereof, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (including repurchase agreements), and shares of registered open-end mutual funds not organized as unit investment trusts, unless advised by SIMC. (Please note that transactions in Exchange Traded Funds that are organized as unit investment trusts and mutual funds advised by SIMC are subject to the reporting and holding period requirements of this Code of Ethics).

j) A Security “held or to be acquired” by a Trust or any Fund means (A) any Security which, within the most recent fifteen days, (i) is or has been held by a Trust or any Fund thereof, or (ii) is being or has been considered by a Fund’s investment adviser or sub-adviser for purchase by the Fund; (B) and any option to purchase or sell and any Security convertible into or exchangeable for any Security described in (A) above.

k) A Security is “being purchased or sold” by a Trust from the time when a purchase or sale program has been communicated to the person who places the buy and sell orders for the Trust until the time when such program has been fully completed or terminated.

l) “SEI Access Person” means any Access Person as defined in (2)(a) above, except directors/trustees, officers, or employees of any of the Trusts’ Sub-advisers.

m) “Special Purpose Investment Personnel” means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

3. Prohibited Purchases and Sales of Securities.

a) No Access Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by a Trust or any Fund:

· Employ any device, scheme or artifice to defraud such Fund;

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

· Engage in any act, practice or course of business which would operate as a fraud or deceit upon such Fund; or

· Engage in any manipulative practice with respect to a Fund.

b) No Special Purpose Investment Personnel may purchase or sell, directly or indirectly, any Security as to which such person is a Special Purpose Investment Personnel in which he had (or by reason of such transaction acquires) any Beneficial Ownership at any time within seven calendar days before or after the time that the same (or a related) Security is being purchased or sold by any Fund.

c) No SEI Access Person may sell a Security within 60 days of acquiring beneficial ownership of that Security.

4. Additional Restrictions and Requirements.

a) Each SEI Access Person must obtain approval from the Review Officer before acquiring Beneficial Ownership of any securities offered in connection with an IPO or a Private Placement, except that an Independent Trustee shall be exempt from this requirement provided that such Independent Trustee has no knowledge regarding the contemporaneous purchase or sale of such security by a Fund.

b) No SEI Access Person shall accept or receive any gift of more than de minimis value from any person or entity that does business with or on behalf of a Trust.

c) Each Access Person (other than a Trust’s Independent Trustees) who is not required to provide such information under the terms of a code of ethics described in Section 7 hereof must provide to the Review Officer, no later than ten days after he or she becomes an Access Person, an initial holdings report, and, within forty-five days after the end of each calendar year, an annual holdings report. The initial and annual holding reports shall disclose:

· The title, number of shares and principal of amount of each Security in which such Access Person had any direct or indirect Beneficial Ownership;

· The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and

· The date that the report was submitted by the Access Person.

The information included in the initial holdings report must be current as of a date no more than 45 days prior to the date such person becomes an Access Person. The information included in the annual holdings report must be as of each calendar year-end. The Initial Holdings Report and Annual Holdings Report are attached as Exhibits 1 and 2, respectively.

d) Access Persons are not required to submit an initial or annual holdings report with respect to transactions effected for, and Securities held in, any account over which the Access Person has no direct or indirect influence or Control.

5. Reporting Obligations.(1)

a) Except as discussed below, each SEI Access Person (other than a Trust’s Independent Trustees) shall report all transactions in Securities in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership. Reports shall be filed with the Review Officer quarterly. The Review Officer shall submit confidential quarterly reports with respect to his or her own personal securities transactions to an officer designated to receive his or her reports (“Alternate Review Officer”), who shall act in all respects in the manner prescribed herein for the Review Officer.

b) Every report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

· The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved;

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

· The price of the Security at which the transaction was effected;

· The name of the broker, dealer or bank with or through whom the transaction was effected;

· The date the report was submitted by the Access Person; and

· With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

· The name of the broker, dealer or bank with whom the Access Person established the account;

· The date the account was established; and

· The date the report was submitted by the Access Person.

The Quarterly Transaction Report is attached as Exhibit 3.

c) 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 Securities to which the report relates.

d) An SEI Access Person need not make a quarterly transaction report with respect to transactions effected pursuant to an Automatic Investment Plan. In addition, SEI Access Persons are not required to submit a quarterly transaction report with respect to

(1) Access persons who are out-of-the-office under the Family and Medical Leave Act (FMLA) during the entire reporting period are not subject to the reporting requirement portion of the Code during that time. All other portions of the Code will continue to apply.

transactions effected for, and Securities held in, any account over which the SEI Access Person has no direct or indirect influence or Control.

e) In the event no reportable transactions occurred during the quarter, the report should be so noted and returned signed and dated.

f) An Access Person who would otherwise be required to report his or her transactions under this Code shall not be required to file reports pursuant to this Section V where such person is required to file reports pursuant to a code of ethics described in Section VII, hereof.

g) An Independent Trustee shall report transactions in Securities only if the Trustee knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as a trustee, should have known, that during the 15 day period immediately preceding or following the date of the trustee’s transaction, such Security was purchased or sold, or was being considered for purchase or sale, by a Trust. (The “should have known” standard implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting a Funds’ investment objectives, or that any knowledge is to be imputed because of prior knowledge of the Fund’s portfolio holdings, market considerations, or the Fund’s investment policies, objectives and restrictions.)

h) An SEI Access Person need not submit a quarterly report if the report would duplicate information contained in broker trade confirmations or account statements received by the Review Officer, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Review Officer no later than 30 days after the end of the calendar quarter.

i) Each Independent Trustee shall report the name of any publicly-owned company (or any company anticipating a public offering of its equity securities) and the total number of its shares beneficially owned by him or her if such total ownership is more than 1/2 of 1% of the company’s outstanding shares. Such report shall be made promptly after the date on which the Trustee’s ownership interest equaled or exceeded 1/2 of 1%.

6. Review and Enforcement.

a) The Review Officer is responsible for identifying each person who is (a) an Access Person of a Trust; and (b) required to report his or her transactions under this Code and shall inform such Access Persons of their reporting obligation under the Code. Such Access Persons shall execute the Compliance Certification attached as Exhibit 4.

b) The Review Officer shall compare all reported personal securities transactions with completed portfolio transactions of a Trust to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

c) If the Review Officer determines that a violation of this Code may have occurred, he shall submit his written determination, together with the confidential monthly report and any additional explanatory material provided by the individual, to the Chief Compliance

Officer of such Trust, who shall make an independent determination as to whether a violation has occurred.

d) If the Chief Compliance Officer finds that a violation has occurred, he shall impose upon the individual such sanctions as he deems appropriate and shall report the violation and the sanction imposed to the Board of Trustees of such Trust.

e) No person shall participate in a determination of whether he has committed a violation of the Code or of the imposition of any sanction against himself. If a securities transaction of the Chief Compliance Officer is under consideration, any Compliance Officer shall act in all respects in the manner prescribed herein for the Chief Compliance Officer.

7. Investment Adviser’s and Principal Underwriter’s Code of Ethics.

Each investment adviser (including, where applicable, any sub-adviser) and principal underwriter of a Trust shall:

a) Submit to the Board of Trustees of such Trust a copy of its code of ethics adopted pursuant to or in compliance with Rule 17j-1;

b) Promptly report to the appropriate Trust in writing any material amendments to such code of ethics;

c) Promptly furnish to such Trust, upon request, copies of any reports made pursuant to such code of ethics by any person who is an Access Person as to the Trust;

d) Shall immediately furnish to such Trust, upon request, all material information regarding any violation of such code of ethics by any person who is an Access Person as to the Trust; and

e) At least once a year, provide such Trust a written report that describes any issue(s) that arose during the previous year under its code of ethics, including any material code violations and any resulting sanction(s), and a certification that it has adopted measures reasonably necessary to prevent its personnel from violating its code of ethics.

8. Annual Written Report to the Board.

At least once a year, the Chief Compliance Officer for each Trust will provide the Board of Trustees a written report that includes:

a) Issues Arising Under the Code. The Report will describe any issue(s) that arose during the previous year under the Code, including any material Code violations, and any resulting sanction(s).

b) Certification. The Report will certify to the Board of Trustees that each Trust has adopted measures reasonably necessary to prevent its personnel from violating the Code.

9. Records.

Each Trust shall maintain records in the manner and to the extent set forth below, which records may be maintained under the conditions described in Rule 31a-2 under the

Investment Company Act and shall be available for examination by representatives of the Securities and Exchange Commission.

a) A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

b) A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

c) A copy of each report submitted by an Access Person who is required to report under this Code, including any information provided in lieu of any such reports, shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made or the information is provided, the first two years in an easily accessible place;

d) A list of all persons who are, or within the past five years have been, required to submit their reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

e) A copy of each annual report to the Board of Trustees will be maintained for at least five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

f) A record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities in an IPO or a Private Placement, shall be preserved for at least five years after the end of the fiscal year in which the approval is granted.

10. Miscellaneous.

a) Confidentiality. All reports of securities transactions and any other information filed with a Trust pursuant to this Code shall be treated as confidential.

b) Interpretation of Provisions. The Board of Trustees may from time to time adopt such interpretations of this Code as it deems appropriate.

c) Periodic Review and Reporting. The Chief Compliance Officer of each Trust shall report to the Board of Trustees at least annually as to the operation of this Code and shall address in any such report the need (if any) for further changes or modifications to this Code.

Adopted March 6, 1995.

Revised December 7, 2005, June 2008, September 2013, January, 2014, March 2017, March 2020

EXHIBIT 1

INITIAL HOLDINGS REPORT

Name of Reporting Person:
Date Person Became Subject to the Code’s Reporting Requirements:
Information in Report Dated as of:
Date Report Submitted:

Securities Holdings

Name of Issuer and Title of Security	No. of Shares (if applicable)	Principal Amount (if applicable)

If you have no securities holdings to report, please check here. o

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

Securities Accounts

If you maintain an account in which any securities are held for your direct or indirect benefit, please provide the following information:

Name of Broker, Dealer or Bank		Name(s) on and Type of Account

If you have no securities accounts to report, please check here. o

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.


Signature		Date

EXHIBIT 2

ANNUAL HOLDINGS REPORT

Name of Reporting Person:
Information in Report Dated as of:
Date Report Submitted:
Calendar Year Ended: December 31,

Securities Holdings

Name of Issuer and Title of Security	No. of Shares (if applicable)	Principal Amount (if applicable)

If you have no securities holdings to report, please check here. o

Securities Accounts

If you maintain an account in which any securities are held for your direct or indirect benefit, please provide the following information:

Name of Broker, Dealer or Bank		Name(s) on and Type of Account

If you have no securities accounts to report, please check here. o

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.


Signature		Date

EXHIBIT 3

QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT

Name of Reporting Person:
Calendar Quarter Ended:
Date Report Due:
Date Report Submitted:

Securities Transactions

Date of
Transaction

Name of Issuer
and Title of
Security

No. of Shares
(if applicable)

Principal Amount,
Maturity Date and
Interest Rate (if
applicable)

Type of
Transaction

Price

Name of
Broker, Dealer
of Bank
Effecting
Transaction

If you have no securities transactions to report for the quarter, please check here. o

Securities Accounts

If you established a securities account during the quarter, please provide the following information:

Name of Broker, Dealer or Bank	Date Account was Established	Name(s) on and Type of Account

If you did not establish a securities account during the quarter, please check here. o

I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Code of Ethics.


Signature		Date

EXHIBIT 4

COMPLIANCE CERTIFICATION

Initial Certification

I certify that I:

(i) have received, read and reviewed the Trusts’ Code of Ethics;

(ii) understand the policies and procedures in the Code;

(iii) recognize that I am subject to such policies and procedures;

(iv) understand the penalties for non-compliance;

(v) will fully comply with the Trusts’ Code of Ethics; and

(vi) have fully and accurately completed this Certificate.

Signature:

Name:		(Please print)

Date Submitted:

EX-99.B(P)(6) 5 a20-36976_1ex99dbp6.htm EX-99.B(P)(6)

Exhibit 99.B(p)(6)

1345 Avenue of the Americas, New York, N.Y. 10105

A Message from Seth Bernstein,
Chief Executive Officer of AllianceBernstein

Client trust is the foundation of a financial services company. As we have seen, trust takes years to establish and constant vigilance to maintain, but can be destroyed in a matter of days. Honesty, integrity, and high ethical standards must therefore be practiced on a daily basis in order to protect this most critical asset.

Enhancing our sensitivity to our ethical obligations — putting the interests of our clients first and foremost — and ensuring that we meet those obligations is an imperative for all. AllianceBernstein has long been committed to maintaining and promoting high ethical standards and business practices. We have prepared this Code of Business Conduct and Ethics (the “Code”) in order to establish a common vision of our ethical standards and practices. While not an exhaustive guide to the rules and regulations governing our businesses, the Code is intended to establish certain guiding principles for all of us. Separately, the firm has in place a series of fiduciary and business-related policies and procedures, which set forth detailed requirements to which employees are subject. We also have prepared various Compliance Manuals, which provide in summary form, an overview of the concepts described in more detail both in this Code and in our other policies and procedures.

You should take the time to familiarize yourself with the policies in this Code and use common sense in applying them to your daily work environment and circumstances. Your own personal integrity and good judgment are the best guides to ethical and responsible conduct. If you have questions, you should discuss them with your supervisor, the General Counsel, the Chief Compliance Officer or a representative of the Legal and Compliance Department or Human Capital. If the normal channels for reporting are not appropriate, or if you feel uncomfortable utilizing them, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may raise issues of ethics or questionable practices.

Our continued success depends on each of us maintaining high ethical standards and business practices. I count on each of you to place our clients’ interests first — and to do so always by applying good ethics and sound judgment in your daily responsibilities.

Seth Bernstein

AllianceBernstein L.P

CODE OF BUSINESS CONDUCT AND ETHICS

1. Introduction	1

2. The AB Fiduciary Culture	2

3. Compliance with Laws, Rules and Regulations	2

4. Conflicts of Interest / Unlawful Actions	3

5. Insider Trading	4

6. Personal Trading: Summary of Restrictions	5

7. Outside Directorships and Other Outside Activities and Interests	6

(a) Board Member or Trustee	6

(b) Other Affiliations	7

(c) Outside Financial or Business Interests	8

8. Gifts, Entertainment and Inducements	8

9. Compliance with Anti-Corruption Laws	9

10. Political Contributions/Activities	10

(a) By or on behalf of AB	10

(b) By Employees / Directors	10

11. “Ethical Wall” Policy	11

12. Use of Client Relationships	11

13. Corporate Opportunities and Resources	12

14. Antitrust and Fair Dealing	12

15. Recordkeeping and Retention	13

16. Improper Influence on Conduct of Audits	13

17. Accuracy of Disclosure	13

18. Confidentiality	14

19. Protection and Proper Use of AB Assets	15

20. Policy on Intellectual Property	15

(a) Overview	15

(b) Employee Responsibilities	15

(c) Company Policies and Practices	16

21. Exceptions from the Code	16

22. Regulatory Inquiries, Investigations and Litigation	17

(a) Requests for Information	17

(b) Types of Inquiries	17

(c) Responding to Information Requests	17

(d) Use of Outside Counsel	17

(e) Regulatory Investigation	18

(f) Litigation	18

23. Compliance and Reporting of Misconduct / “Whistleblower” Protection	18

24. Company Ombudsman	19

25. Sanctions	19

26. Annual Certifications	19

PERSONAL TRADING POLICIES AND PROCEDURES

Appendix A

1. Overview	A-1

(a) Introduction	A-1

(b) Definitions	A-1

2. Requirements and Restrictions — All Employees	A-5

(a) General Standards	A-5

(b) Disclosure of Personal Accounts	A-6

(c) Designated Brokerage Accounts	A-6

(d) Pre-Clearance Requirement	A-7

(e) Limitation on the Number of Trades	A-9

(f) Short-Term Trading	A-9

(g) Short Sales	A-10

(h) Trading in AB Units and AB Open and Closed-End Mutual Funds	A-10

(i) Securities Being Considered for Purchase or Sale	A-11

(j) Restricted List	A-13

(k) Dissemination of Research Information	A-13

(l) Initial Public Offerings	A-15

(m) Limited Offerings/Private Placements	A-15

3. Additional Restrictions — Portfolio Managers	A-15

(a) Blackout Periods	A-16

(b) Actions During Blackout Periods	A-16

(c) Transactions Contrary to Client Positions	A-16

4. Additional Restrictions — Research Analysts	A-16

(a) Blackout Periods	A-17

(b) Actions During Blackout Periods	A-17

(c) Actions Contrary to Ratings	A-17

5. Additional Restrictions — Buy-Side Equity Traders	A-17

6. Additional Restrictions — Alternate Investment Strategies Groups	A-18

iii

7. Reporting Requirements	A-18

(a) Duplicate Confirmations and Account Statements	A-18

(b) Initial Holdings Reports by Employees	A-18

(c) Quarterly Reports by Employees	A-19

(d) Annual Holdings Reports by Employees	A-19

(e) Report /Certification of Adequacy to the Board of Directors of Fund Clients	A-20

(f) Report Representations	A-20

(g) Maintenance of Reports	A-20

8. Reporting Requirements for Directors who are not Employees	A-20

(a) Outside Directors / Affiliated Outside Directors	A-21

CODE CERTIFICATION FORM

Annual Certification Form

Last Page

1. Introduction

This Code of Business Conduct and Ethics (the “Code”) summarizes the values, principles and business practices that guide our business conduct. The Code establishes a set of basic principles to guide all AB employees (including AB directors and consultants where applicable) regarding the minimum requirements which we are expected to meet. The Code applies to all of our offices worldwide. It is not, however, intended to provide an exhaustive list of all the detailed internal policies and procedures, regulations and legal requirements that may apply to you as an AB employee and/or a representative of one of our regulated subsidiaries. The Compliance Manual, available on the Legal and Compliance Department intranet site, contains the Firm’s policies covering various legal and regulatory requirements. All AB employees are required to be read the Compliance Manual, understand its content as it relates to their job function and duty to clients, and to abide by the policies contained therein.

All individuals subject to the provisions of this Code must conduct themselves in a manner consistent with the requirements and procedures set forth herein. Adherence to the Code is a fundamental condition of service with us, any of our subsidiaries or joint venture entities, or our general partner (the “AB Group”).

AllianceBernstein L.P. (“AB,” “we” or “us”) is a registered investment adviser and acts as investment manager or adviser to registered investment companies, institutional investment clients, employee benefit trusts, high net worth individuals and other types of investment advisory clients. In this capacity, we serve as fiduciaries. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity.

Personnel acting in a fiduciary capacity must carry out their duties for the exclusive benefit of our clients. Consistent with this fiduciary duty, the interests of clients take priority over the personal investment objectives and other personal interests of AB personnel. Accordingly:

o Employees must work to mitigate or eliminate any conflict, or appearance of conflict, between the self-interest of any individual covered under the Code and his or her responsibility to our clients, or to AB and its unitholders.

o Employees must never improperly use their position with AB for personal gain to themselves, their family or any other person.

The Code is intended to comply with Rule 17j-1 under the (U.S.) Investment Company Act of 1940 (the “1940 Act”) which applies to us because we serve as an investment adviser to registered investment companies. Rule 17j-1 specifically requires us to adopt a code of ethics that contains provisions reasonably necessary to prevent our “access persons” (as defined herein) from engaging in fraudulent conduct, including insider trading. In addition, the Code is intended to comply with the provisions of the (U.S.) Investment Advisers Act of 1940 (the “Advisers Act”), including Rule 204A-1, which requires registered investment advisers to adopt and enforce codes of ethics applicable to their supervised persons. Finally, the Code is intended to comply with Section 303A.10 of the New York Stock Exchange (“NYSE”) Listed Company Manual, which applies to us because the units of AllianceBernstein Holding L.P. (“AllianceBernstein Holding”) are traded on the NYSE.

Additionally, certain entities within the AB Group, such as Sanford C. Bernstein & Co., LLC and Sanford C. Bernstein Limited, have adopted supplemental codes of ethics to address specific regulatory requirements applicable to them. All employees are obligated to determine if any of these codes are applicable to them, and abide by such codes as appropriate.

2. The AB Fiduciary Culture

The primary objective of AB’s business is to provide value, through investment advisory and other financial services, to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals and pension funds.

AB requires that all dealings with, and on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines. As a general matter, AB is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty.

When dealing with or on behalf of a client, every employee must act solely in the best interests of that client. In addition, various comprehensive statutory and regulatory structures such as the 1940 Act, the Advisers Act and ERISA, the Employee Retirement Income Security Act, all impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities. AB and its employees must comply fully with these rules and regulations. Legal and Compliance Department personnel are available to assist employees in meeting these requirements.

All employees are expected to adhere to the high standards associated with our fiduciary duty, including care and loyalty to clients, competency, diligence and thoroughness, and trust and accountability. Further, all employees must actively work to avoid the possibility that the advice or services we provide to clients is, or gives the appearance of being, based on the self-interests of AB or its employees and not the clients’ best interests.

Our fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as your personal investing activities. These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the Sections that follow.

3. Compliance with Laws, Rules and Regulations

AB has a long-standing commitment to conduct its business in compliance with applicable laws and regulations and in accordance with the highest ethical principles. This commitment helps ensure our reputation for honesty, quality and integrity. All individuals subject to the Code are required to comply with all such laws and regulations. All U.S. employees, as well as non-U.S. employees who act on behalf of U.S. clients or funds, are required to comply with the U.S. federal securities laws. These laws include, but are not limited to, the 1940 Act, the Advisers Act, ERISA, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to our activities, and

any rules adopted thereunder by the Securities and Exchange Commission (“SEC”), Department of the Treasury or the Department of Justice. As mentioned above, as a listed company, we are also subject to specific rules promulgated by the NYSE. Similarly, our non-US affiliates are subject to additional laws and regulatory mandates in their respective jurisdictions, which must be fully complied with.

4. Conflicts of Interest / Unlawful Actions

A “conflict of interest” exists when a person’s private interests may be contrary to the interests of AB’s clients or to the interests of AB or its unitholders.

A conflict situation can arise when an AB employee takes actions or has interests (business, financial or otherwise) that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may arise, for example, when an AB employee, or a member of his or her family,(1) receives improper personal benefits (including personal loans, services, or payment for services that the AB employee performs in the course of AB business) as a result of his or her position at AB, or gains personal enrichment or benefits through access to confidential

information. Conflicts may also arise when an AB employee, or a member of his or her family, holds a significant financial interest in a company that does an important amount of business with AB or has outside business interests that may result in divided loyalties or compromise independent judgment. Moreover, conflicts may arise when making securities investments for personal accounts or when determining how to allocate trading opportunities. Additional conflicts of interest are highlighted in the AB Policy and Procedures for Giving and Receiving Gifts and Entertainment, a copy of which can be found on the Legal and Compliance Department intranet site.

Conflicts of interest can arise in many common situations, despite one’s best efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not shield you from liability for personal trading or other conduct that violates your fiduciary duties to our clients. AB employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest. If you have questions about a particular situation or become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor, the General Counsel, the Conflicts Officer, the Chief Compliance Officer or a representative of the Legal and Compliance Department or Human Capital.

In addition to the specific prohibitions contained in the Code, you are, of course, subject to a general requirement not to engage in any act or practice that would defraud our clients. This general prohibition (which also applies specifically in connection with the purchase and sale of a Security held or to be acquired or sold, as this phrase is defined in the Appendix) includes:

o Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client;

o Omitting to state (or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances) a material fact, thereby creating a materially misleading impression;

(1) For purposes of this section of the Code, unless otherwise specifically provided, (i) “family” means your spouse/domestic partner, parents, children, siblings, in-laws by marriage (i.e., mother, father, son and/or daughter-in-law) and anyone who shares your home; and (ii) “relative” means your immediate family members and your first cousins.

o Accepting any compensation for the purchase or sale of any property to or for a fund or other client account;

o Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, our clients;

o Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to you or anyone other than our clients;

o Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to you or anyone other than our clients;

o Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities (“front-running” or “scalping”);

o Revealing to any other person (except in the normal course of your duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions; or

o Engaging in any act, practice or course of business that operates or would operate as a fraud

or deceit on a client or engaging in any manipulative practice with respect to any client.

AB requires all employees to disclose any Conflicts of Interests that any person may become aware of upon joining AB or during their course of employment. These disclosures must be made to the Compliance Department through StarCompliance.

5. Insider Trading

There are instances where AB employees may have confidential “inside” information about AB or its affiliates, or about a company with which we do business, or about a company in which we may invest on behalf of clients that is not known to the investing public. AB employees must maintain the confidentiality of such information. If a reasonable investor would consider this information important in reaching an investment decision, the AB employee with this information must not buy or sell securities of any of the companies in question or give this information to another person who trades in such securities. This rule is very important, and AB has adopted the following three specific policies that address it: Policy and Procedures Concerning Purchases and Sales of AB Units, Policy and Procedures Concerning Purchases and Sales of AB Closed-End Mutual Funds, and Policy and Procedures Regarding Insider Trading and Control of Material Nonpublic Information (collectively, the “AB Insider Trading Policies”). A copy of the AB Insider Trading Policies may be found on the Legal and Compliance Department intranet site. All AB employees are required to be familiar with these policies(2) and to abide by them.

(2) The subject of insider trading will be covered in various Compliance training programs and materials.

6. Personal Trading: Summary of Restrictions

AB recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, our industry and AB have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. As a general matter, AB discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

AB senior management believes it is important for employees to align their own personal interests with the interests of our clients. Consequently, employees are encouraged to invest in the mutual fund products and services offered by AB, where available and appropriate.

The policies and procedures for personal trading are set forth in full detail in the AB Personal Trading Policies and Procedures, included in the Code as Appendix A. The following is a summary of the major requirements and restrictions that apply to personal trading by employees, their immediate family members and other financial dependents.

o Employees must disclose all of their securities accounts to the Legal and Compliance Department;

o Employees may maintain securities accounts only at specified designated broker-dealers (exceptions may apply outside of the U.S.);

o Employees must pre-clear all securities trades with the Legal and Compliance Department (via the StarCompliance Code of Ethics application) prior to placing trades with their broker-dealer (prior supervisory approval is required for portfolio managers, research analysts, traders, persons with access to AB research, and others designated by the Legal and Compliance Department);

o Employees may only make twenty trades in individual securities during any rolling thirty calendar-day period;

o Employee purchases of individual securities, ETFs, ETNs, and closed-end mutual funds (as well as AB managed open-end funds) are subject to a 60-day holding period (6 months for AB Japan Ltd.);

o Employees may not engage in short-term trading of a mutual fund in violation of that fund’s short-term trading policies;

o Employees may not participate in initial public offerings;

o Employees must get written approval, and make certain representations, in order to participate in limited or private offerings;

o Employees must submit initial and annual holding reports, disclosing all securities and holdings in mutual funds managed by AB held in personal accounts;

o Employees must, on a quarterly basis, submit or confirm reports identifying all transactions in securities (and mutual funds managed by AB) in personal accounts;

o The Legal and Compliance Department has the authority to deny:

a. Any personal trade by an employee if the security is being considered for purchase or sale in a client account, there are open orders for the security on a trading desk, or the security appears on any AB restricted list;

b. Any short sale by an employee for a personal account if the security is being held long in AB - managed portfolios; and

c. Any personal trade by a portfolio manager or research analyst in a security that is subject to a blackout period as a result of client portfolio trading or recommendations to clients.

o Separate requirements and restrictions apply to Directors who are not employees of AB, as explained in further detail in the AB Personal Trading Policies and Procedures, Appendix A of this document.

This summary should not be considered a substitute for reading, understanding and complying with the detailed restrictions and requirements that appear in the AB Personal Trading Policies and Procedures, included as Appendix A to the Code.

7. Outside Directorships and Other Outside Activities and Interests

Although activities outside of AB are not necessarily a conflict of interest, a conflict may exist depending upon your position within AB and AB’s relationship with the particular activity in question. Outside activities may also create a potential conflict of interest if they cause an AB employee to choose between that interest and the interests of AB or any client of AB. AB recognizes that the guidelines in this Section are not applicable to directors of AB who do not also serve in management positions within AB.

Important Note for Research Analysts: Notwithstanding the standards and prohibitions that follow in this section, any Employee who acts in the capacity of a research analyst is prohibited from serving on any board of directors or trustees or in any other capacity with respect to any company, public or private, whose business is directly or indirectly related to the industry covered by that research analyst.

(a) Board Member or Trustee

i. No AB employee shall serve on any board of directors or trustees or in any other management capacity of any unaffiliated public company.

ii. No AB employee shall serve on any board of directors or trustees or in any other management capacity of any private company (other than not-for-profit organizations, see below) without prior written approval from the employee’s supervisor and Compliance Department via an Outside Business Activities Approval Form. This approval is also subject to review by, and may require the approval of, AB’s Chief Executive Officer. The decision as to whether to grant such authorization will be based on a determination that such service would not be inconsistent with the interests of any client, as well as an analysis of the time commitment and potential personal liabilities and responsibilities associated with the outside affiliation.(3) Any AB employee who serves as a director, trustee or in any other management capacity of any private company must resign that position prior to the company becoming a publicly traded company.

(3) Such authorization requires an agreement on the part of the employee to not hold him or herself out as acting on behalf of AB (or any affiliate) and to use best efforts to ensure that AB’s name (or that of any AB affiliated company) is not used in connection with the proposed affiliation (other than in a “bio” section), and in particular, activities relating to fundraising or to the advancement of a specific entity mission or agenda.

iii. Not-for-Profit Organizations: Generally, no approval is required to serve as a trustee/board member of not-for-profit organizations such as religious organizations, foundations, educational institutions, co-ops, private clubs etc., provided that (a) the organization has not issued, and does not have future plans to issue, publicly held securities, including debt obligations; and/or (b) the employee does not act in any investment-related advisory capacity (i.e., any direct or indirect role relating to investment advice or choosing investment advisers; serving on investment committee).(4) If the employee does act in such a capacity, or the organization has issued or plans to issue, public securities, the Not-For-Profit Activities Disclosure Form must be submitted and approved.

iv. This approval requirement applies regardless of whether an AB employee plans to serve as a director of an outside business organization (1) in a personal capacity or (2) as a representative of AB or of an entity within the AB Group holding a corporate board seat on the outside organization (e.g., where AB or its clients may have a significant but non-controlling equity interest in the outside company).

v. New employees with pre-existing relationships are required to resign from the boards of public companies and seek and obtain the required approvals to continue to serve on the boards of private companies.

(b) Other Affiliations

AB discourages employees from committing to secondary employment, particularly if it poses any conflict in meeting the employee’s ability to satisfactorily meet all job requirements and business needs. Before an AB employee accepts a second job, that employee must:

o Complete and submit an Outside Business Activities Approval Form;

o Ensure that AB’s business takes priority over the secondary employment;

o Ensure that no conflict of interest exists between AB’s business and the secondary employment (see also, footnote 3); and

o Require no special accommodation for late arrivals, early departures, or other special requests associated with the secondary employment.

For employees associated with any of AB’s registered broker-dealer subsidiaries, written approval of the Chief Compliance Officer for the subsidiary is also required.(5) New employees with pre-existing relationships are required to ensure that their affiliations conform to these restrictions, and must obtain the requisite approvals. On a periodic basis, such employees will be required to confirm that the circumstances of the approved activities have not changed.

(4) Indeed, AB recognizes that its employees often engage in community service in their local communities and engage in a variety of charitable activities, and it commends such service. However, it is the duty of every AB employee to ensure that all outside activities, even charitable or pro bono activities, do not constitute a conflict of interest or are not otherwise inconsistent with employment by AB. Accordingly, although no approval is required, each employee must use his/her best efforts to ensure that the organization does not use the employee’s affiliation with AllianceBernstein, including his/her corporate title, in any promotional (other than a “bio” section) or fundraising activities, or to advance a specific mission or agenda of the entity. Such positions also must be reported to the firm pursuant to other periodic requests for information (e.g., the AB 10-K questionnaire).

(5) In the case of AB subsidiaries that are holding companies for consolidated subgroups, unless otherwise specified by the holding company’s Chief Executive Officer, this approval may be granted by the Chief Executive Officer or Chief Financial Officer of each subsidiary or business unit with such a consolidated subgroup.

(c) Outside Financial or Business Interests

AB employees should be cautious with respect to personal investments that may lead to conflicts of interest or raise the appearance of a conflict. Conflicts of interest in this context may arise in cases where an AB employee, a member of his or her family, or a close personal acquaintance, holds a substantial interest in a company that has significant dealings with AB or any of its subsidiaries either on a recurring or “one-off” basis. For example, holding a substantial interest in a family-controlled or other privately-held company that does business with, or competes against, AB or any of its subsidiaries may give rise to a conflict of interest or the appearance of a conflict. In contrast, holding shares in a widely-held public company that does business with AB from time to time may not raise the same types of concerns. Prior to making any such personal investments, AB employees must pre-clear the transaction, in accordance with the Personal Trading Policies and Procedures, attached as Appendix A of this Code, and should consult as appropriate with their supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of the Legal and Compliance Department.

AB employees should also be cautious with respect to outside business interests that may create divided loyalties, divert substantial amounts of their time and/or compromise their independent judgment. If a conflict of interest situation arises, you should report it to your supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer and/or other representative of AB’s Human Capital or Legal and Compliance Department. Business transactions that benefit relatives or close personal friends, such as awarding a service contract to them or a company in which they have a controlling or other significant interest, may also create a conflict of interest or the appearance of a conflict. AB employees must consult their supervisor and/or the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of AB’s Human Capital or Legal and Compliance Department before entering into any such transaction. New employees that have outside financial or business interests (as described herein) should report them as required and bring them to the attention of their supervisor immediately.

8. Gifts, Entertainment and Inducements

Business gifts and entertainment are designed to build goodwill and sound working relationships among business partners. However, under certain circumstances, gifts, entertainment, favors, benefits, and/or job offers may be attempts to “purchase” favorable treatment. Accepting or offering such inducements could raise doubts about an AB employee’s ability to make independent business judgments in our clients’ or AB’s best interests. For example, a problem would arise if (i) the receipt by an AB employee of a gift, entertainment or other inducement would compromise, or could be reasonably viewed as compromising, that individual’s ability to make objective and fair business decisions on behalf of AB or its clients, or (ii) the offering by an AB employee of a gift, entertainment or other inducement appears to be an attempt to obtain business through improper means or to gain any special advantage in our business relationships through improper means.

These situations can arise in many different circumstances (including with current or prospective suppliers and clients) and AB employees should keep in mind that certain types of inducements may constitute illegal bribes, pay-offs or kickbacks. In particular, the rules of various securities regulators place specific constraints on the activities of persons involved in the sales and marketing of securities. AB has adopted the Policy and Procedures for Giving and Receiving Gifts and Entertainment to address these and other matters. AB Employees must familiarize

themselves with this policy and comply with its requirements, which include reporting the acceptance of most business meals, gifts and entertainment to the Compliance Department. A copy of this policy can be found on the Legal and Compliance Department intranet site, and will be supplied by the Compliance Department upon request.

Each AB employee must use good judgment to ensure there is no violation of these principles. If you have any question or uncertainty about whether any gifts, entertainment or other type of inducements are appropriate, please contact your supervisor or a representative of AB’s Legal and Compliance Department and/or the Conflicts Officer, as appropriate. If you feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is a neutral, independent, informal and confidential resource to assist employees with concerns about AB business matters that may implicate issues of ethics or questionable practices. Please see Section 24 for additional information on the Company Ombudsman.

9. Compliance with Anti-Corruption Laws

AB employees should be aware that AB strictly prohibits the acceptance, offer, payment or authorization, whether directly or via a third party, of any bribe, and any other form of corruption, whether involving a government official or an employee of a public or private commercial entity. Therefore, it is the responsibility of all AB employees to adhere to all applicable anti-corruption laws and regulations in the jurisdictions in which they do business, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, and similar international laws regulating payments to public and private sector individuals (collectively, the “Anti-Corruption Laws”).

We expect all AB employees to refuse to make or accept questionable and/or improper payments. As a component of this commitment, no AB employee may give money, gifts, or anything else of value (which include providing jobs or internships) to any official or any employee of a governmental or commercial entity if doing so could reasonably be construed as an attempt to provide AB with an improper business advantage. In addition, any proposed payment or gift to a government official, including employees of government-owned or controlled enterprises (e.g. sovereign wealth and pension funds, public utilities, and national banks), must be reviewed in advance by a representative of the Legal and Compliance Department, even if such payment is common in the country of payment (see discussion of the Anti-Corruption Laws below and in the firm’s Anti-Bribery and Corruption Policy). AB employees should be aware that they do not actually have to make the payment to violate AB’s policy and the law — merely offering, promising or authorizing it will be considered a violation.

In order to ensure that AB fully complies with the requirements of the Anti-Corruption Laws, employees must be familiar with the firm’s Anti-Bribery and Corruption Policy. Generally, the Anti-Corruption Laws make it illegal (with civil and criminal penalties) for AB, and its employees and agents, to provide anything of value to public or private sector employees, directly or indirectly, for the purpose of obtaining an improper business advantage (which can include improperly securing government licenses and permits). Accordingly, the use of AB funds or assets (or those of any third party) to make a payment directly or through another person or company for any illegal, improper and/or corrupt purpose is strictly prohibited.

It is often difficult to determine at what point a business courtesy extended to another person crosses the line into becoming excessive, and what ultimately could be considered a bribe. Therefore, no entertainment or gifts may be offered to, or travel or hotel expenses paid for, any

public official, including employees of government-owned or controlled enterprises, under any circumstances, without the express prior written approval (e-mail correspondence is acceptable) of the General Counsel, Chief Compliance Officer, or their designees in the Legal and Compliance Department.

10. Political Contributions/Activities

(a) By or on behalf of AB

Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns. In accordance with these laws, AB does not make direct contributions to any candidates for national or local offices where applicable laws make such contributions illegal. In these cases, contributions to political campaigns must not be, nor appear to be, made with or reimbursed by AB assets or resources. AB assets and resources include (but are not limited to) AB facilities, personnel, office supplies, letterhead, telephones, electronic communication systems and fax machines. This means that AB office facilities may not be used to host receptions or other events for political candidates or parties which include any fund raising activities or solicitations. In limited circumstances, AB office facilities may be used to host events for public office holders as a public service, but only where steps have been taken (such as not providing to the office holder a list of attendees) to avoid the facilitation of fund raising solicitations either during or after the event, and where the event has been pre-approved in writing by the General Counsel or Deputy General Counsel.

Please see the Policy and Procedures for Giving and Receiving Gifts and Entertainment, which can be found on the Legal and Compliance Department intranet site, for a discussion relating to political contributions suggested by clients.

Election laws in many jurisdictions allow corporations to establish and maintain political action or similar committees, which may lawfully make campaign contributions. AB or companies affiliated with AB may establish such committees or other mechanisms through which AB employees may make political contributions, if permitted under the laws of the jurisdictions in which they operate. Any questions about this policy should be directed to the General Counsel or Chief Compliance Officer.

(b) By Employees / Directors

AB employees who hold or seek to hold political office must do so on their own time, whether through vacation, after work hours or on weekends. Additionally, the employee must notify the General Counsel or Chief Compliance Officer prior to running for political office to ensure that there are no conflicts of interest with AB business.

AB employees may make personal political contributions as they see fit in accordance with all applicable laws and the guidelines in the Policy and Procedures for Giving and Receiving Gifts and Entertainment, as well as the pre-clearance requirement as described below. Certain employees involved with the offering or distribution of municipal fund securities (e.g., a “529 Plan”) or acting as a director for certain subsidiaries, must also adhere to the restrictions and reporting requirements of the Municipal Securities Rulemaking Board.

Several (U.S.) states and localities have enacted “pay-to-play” laws. Some of these laws could prohibit AB from entering into a government contract for a certain number of years if a covered employee makes or solicits a covered contribution. Other jurisdictions require AB to report contributions made by certain employees, without the accompanying ban on business. In certain jurisdictions, the laws also cover the activities of the spouse and dependent children of the covered person. In response to these laws, in addition to SEC Rule 206(4)-5, which also prohibits certain political contributions, AB has in place a pre-clearance requirement, under which all employees must pre-clear with the Compliance Department through StarCompliance, all personal political contributions (including those of their spouses and dependent children) made to, or solicited on behalf of, any (U.S.) federal, state or local candidate or political party.

Similarly, members of the AB Board of Directors are covered by the Policy Regarding Pre-Clearance of Personal Political Contributions by AllianceBernstein Directors, which also requires that they pre-clear with the Compliance Department, all personal political contributions (including those of their spouses and dependent children) made to, or solicited on behalf of, any U.S. federal, state or local candidate or political party.

11. “Ethical Wall” Policy

AB has established a policy entitled Insider Trading and Control of Material Non-Public Information (“Ethical Wall Policy”), a copy of which can be found on the Legal and Compliance Department intranet site. This policy was established to prevent the flow of material non-public information about a listed company or its securities from AB employees who receive such information in the course of their employment to those AB employees performing investment management activities. If “Ethical Walls” are in place, AB’s investment management activities may continue despite the knowledge of material non-public information by other AB employees involved in different parts of AB’s business. “Investment management activities” involve making, participating in, or obtaining information regarding purchases or sales of securities of public companies or making, or obtaining information about, recommendations with respect to purchases or sales of such securities. Given AB’s extensive investment management activities, it is very important for AB employees to familiarize themselves with AB’s Ethical Wall Policy and abide by it.

12. Use of Client Relationships

As discussed previously, AB owes fiduciary duties to each of our clients. These require that our actions with respect to client assets or vendor relationships be based solely on the clients’ best interests and avoid any appearance of being based on our own self-interest. Therefore, we must avoid using client assets or relationships to inappropriately benefit AB.

Briefly, AB regularly acquires services directly for itself, and indirectly on behalf of its clients (e.g., brokerage, investment research, custody, administration, auditing, accounting, printing and legal services). Using the existence of these relationships to obtain discounts or favorable pricing on items purchased directly for AB or for clients other than those paying for the services may create conflicts of interest. Accordingly, business relationships maintained on behalf of our clients may not be used to leverage pricing for AB when acting for its own account unless all pricing discounts and arrangements are shared ratably with those clients whose existing relationships were used to negotiate the arrangement and the arrangement is otherwise appropriate under relevant legal/regulatory guidelines. For example, when negotiating printing services for the production of

AB’s Form 10-K and annual report, we may not ask the proposed vendor to consider the volume of printing business that they may get from AB on behalf of the investment funds we manage when proposing a price. On the other hand, vendor/service provider relationships with AB may be used to leverage pricing on behalf of AB’s clients.

In summary, while efforts made to leverage our buying power are good business, efforts to obtain a benefit for AB as a result of vendor relationships that we structure or maintain on behalf of clients may create conflicts of interest, which should be escalated and addressed.

13. Corporate Opportunities and Resources

AB employees owe a duty to AB to advance the firm’s legitimate interests when the opportunity to do so arises and to use corporate resources exclusively for that purpose. Corporate opportunities and resources must not be taken or used for personal gain. AB Employees are prohibited from:

· Taking for themselves personally, opportunities that are discovered through the use of company property, information or their position;

· Using company property, information, resources or their company position for personal gain; and

· Competing with AB directly or indirectly.

Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment, and its Appendix B, the Code of Conduct Regarding the Purchase of Products and Services on Behalf of AB and its Clients, which can be found on the Legal and Compliance Department intranet site.

14. Antitrust and Fair Dealing

AB believes that the welfare of consumers is best served by economic competition. Our policy is to compete vigorously, aggressively and successfully in today’s increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate. We seek to excel while operating honestly and ethically, never through taking unfair advantage of others. Each AB employee should endeavor to deal fairly with AB’s customers, suppliers, competitors and other AB employees. No one should take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices.

The antitrust laws of many jurisdictions are designed to preserve a competitive economy and promote fair and vigorous competition. We are all required to comply with these laws and regulations. AB employees involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand our standards and are familiar with applicable competition laws. Because these laws are complex and can vary from one jurisdiction to another, AB employees are urged to seek advice from the General Counsel, Chief Compliance Officer or Corporate Secretary if questions arise. Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment, which can be found on the Legal and Compliance Department intranet site, for a discussion relating to some of these issues.

15. Recordkeeping and Retention

Properly maintaining and retaining company records is of the utmost importance. AB employees are responsible for ensuring that AB’s business records are properly maintained and retained in accordance with applicable laws and regulations in the jurisdictions where it operates. AB Employees should familiarize themselves with these laws and regulations. Please see the Record Retention Policy on the Legal and Compliance intranet site for more information.

16. Improper Influence on Conduct of Audits

AB employees, and persons acting under their direction, are prohibited from taking any action to coerce, manipulate, mislead, hinder, obstruct or fraudulently influence any external auditor, internal auditor or regulator engaged in the performance of an audit or review of AB’s financial statements and/or procedures. AB employees are required to cooperate fully with any such audit or review.

The following is a non-exhaustive list of actions that might constitute improper influence:

· Offering or paying bribes or other financial incentives to an auditor, including offering future employment or contracts for audit or non-audit services;

· Knowingly providing an internal or external auditor or regulator with inaccurate or misleading data or information;

· Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the company’s accounting;

· Seeking to have a partner or other team member removed from the audit engagement because such person objects to the company’s accounting;

· Knowingly altering, tampering or destroying company documents;

· Knowingly withholding pertinent information; or

· Knowingly providing incomplete information.

Under Sarbanes Oxley Law any false statement — that is, any lie or attempt to deceive an investigator — may result in criminal prosecution.

17. Accuracy of Disclosure

Securities and other laws impose public disclosure requirements on AB and require it to regularly file reports, financial information and make other submissions to various regulators and stock market authorities around the globe. Such reports and submissions must comply with all applicable legal requirements and may not contain misstatements or omit material facts.

AB employees who are directly or indirectly involved in preparing such reports and submissions, or who regularly communicate with the press, investors and analysts concerning AB, must ensure within the scope of the employee’s job activities that such reports, submissions and communications are (i) full, fair, timely, accurate and understandable, and (ii) meet applicable legal requirements. This applies to all public disclosures, oral statements, visual presentations, press conferences and media calls concerning AB, its financial performance and similar matters. In addition, members of AB’s Board, executive officers and AB employees who regularly

communicate with analysts or actual or potential investors in AB securities are subject to the AB Regulation FD Compliance Policy. A copy of the policy can be found on the Legal and Compliance Department intranet site.

18. Confidentiality

Subject to Section 23, AB employees must maintain the confidentiality of sensitive non-public and other confidential information entrusted to them by AB or its clients and vendors and must not disclose such information to any persons except when disclosure is authorized by AB or mandated by regulation or law. However, disclosure may be made to (1) other AB employees who have a bona-fide “need to know” in connection with their duties, (2) persons outside AB (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from AB or who otherwise have a valid business or legal reason for receiving it and have executed appropriate confidentiality agreements, or (3) regulators pursuant to an appropriate written request (see Section 22).

Confidential information includes all non-public information that might be of use to competitors, or harmful to AB or our clients and vendors, if disclosed. The identity of certain clients may be confidential, as well. Intellectual property (such as confidential product information, trade secrets, patents, trademarks, and copyrights), business, marketing and service plans, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to us are also viewed as confidential information. Please note that the obligation to preserve confidential information continues even after employment with AB ends.

To safeguard confidential information, AB employees should observe at least the following procedures:

· Special confidentiality arrangements may be required for certain parties, including outside business associates and governmental agencies and trade associations, seeking access to confidential information;

· Papers relating to non-public matters should be appropriately safeguarded;

· Appropriate controls for the reception and oversight of visitors to sensitive areas should be implemented and maintained;

· Document control procedures, such as numbering counterparts and recording their distribution, should be used where appropriate;

· If an AB employee is out of the office in connection with a material non-public transaction, staff members should use caution in disclosing the AB employee’s location;

· Sensitive business conversations, whether in person or on the telephone, should be avoided in public places and care should be taken when using portable computers and similar devices in public places; and

· E-mail messages and attachments containing material non-public information should be treated with similar discretion (including encryption, if appropriate) and recipients should be made aware of the need to exercise similar discretion.

Nothing herein, or in any contractual confidentiality provision to which any employee is subject, prohibits employees from reporting possible violations of law or regulation to any governmental

agency or entity, or self-regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Employees do not need AB’s prior authorization to make any such reports or disclosures and are not required to notify AB that they have made such reports or disclosures.

Please see the Privacy Policy on the Legal and Compliance intranet site for more information.

19. Protection and Proper Use of AB Assets

AB employees have a responsibility for safeguarding and making proper and efficient use of AB’s property. Every AB employee also has an obligation to protect AB’s property from loss, fraud, damage, misuse, theft, embezzlement or destruction. Acts of fraud, theft, loss, misuse, carelessness and waste of assets may have a direct impact on AB’s profitability. Any situations or incidents that could lead to the theft, loss, fraudulent or other misuse or waste of AB property should be reported to your supervisor or a representative of AB’s Human Capital or Legal and Compliance Department as soon as they come to an employee’s attention. Should an employee feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is a neutral, independent, informal and confidential resource to assist employees with concerns about AB business matters that may implicate issues of ethics or questionable practices. Please see Section 24 for additional information on the Company Ombudsman.

20. Policy on Intellectual Property

(a) Overview

Ideas, inventions, discoveries and other forms of so-called “intellectual property” are becoming increasingly important to all businesses, including ours. Recently, financial services companies have been applying for and obtaining patents on their financial product offerings and “business methods” for both offensive and defensive purposes. For example, business method patents have been obtained for information processing systems, data gathering and processing systems, billing and collection systems, tax strategies, asset allocation strategies and various other financial systems and strategies. The primary goals of the AB policy on intellectual property are to preserve our ability to use our own proprietary business methods, protect our IP investments and reduce potential risks and liabilities.

(b) Employee Responsibilities

· New Products and Methods. Employees must maintain detailed records and all work papers related to the development of new products and methods in a safe and secure location.

· Trademarks. Clearance must be obtained from the Legal and Compliance Department before any new word, phrase or slogan, which we consider proprietary and in need of trademark protection, is adopted or used in any written materials. To obtain clearance, the proposed word, phrase or slogan and a brief description of the products or services for which it is intended to be used should be communicated to the Legal and Compliance Department sufficiently well in advance of any actual use in order to permit any necessary clearance investigation.

(c) Company Policies and Practices

· Ownership. Employees acknowledge that any discoveries, inventions, or improvements (collectively, “Inventions”) made or conceived by them in connection with, and during the course of, their employment belong, and automatically are assigned, to AB. AB can keep any such Inventions as trade secrets or include them in patent applications, and Employees will assist AB in doing so. Employees agree to take any action requested by AB, including the execution of appropriate agreements and forms of assignment, to evidence the ownership by AB of any such Invention.

· Use of Third Party Materials. In performing one’s work for, or on behalf of AB, Employees will not knowingly disclose or otherwise make available, or incorporate anything that is proprietary to a third party without obtaining appropriate permission.

· Potential Infringements. Any concern regarding copyright, trademark, or patent infringement should be immediately communicated to the Legal and Compliance Department. Questions of infringement by AB will be investigated and resolved as promptly as possible.

By certifying in accordance with Section 26 of this Code, the individual subject to this Code agrees to comply with AB’s policies and practices related to intellectual property as described in this Section 20.

21. Exceptions from the Code

In addition to the exceptions contained within the specific provisions of the Code, the General Counsel, Chief Compliance Officer (or his or her designee) may, in very limited circumstances, grant other exceptions under any Section of this Code on a case-by-case basis, under the following procedures:

(a) Written Statement and Supporting Documentation

The individual seeking the exception furnishes to the Chief Compliance Officer, as applicable:

(1) A written statement detailing the request or efforts made to comply with the requirement from which the individual seeks an exception;

(2) A written statement containing a representation and warranty that (i) compliance with the requirement would impose a severe undue hardship on the individual and (ii) the exception would not, in any manner or degree, harm or defraud a client, violate the general principles herein or compromise the individual’s or AB’s fiduciary duty to any client; and/or

(3) Any supporting documentation that the Chief Compliance Officer may require.

(b) Compliance Interview

The Chief Compliance Officer (or designee) may conduct an interview with the individual or take such other steps deemed appropriate in order to determine that granting the exception will not, in any manner or degree, harm or defraud a client, violate the general principles

herein or compromise the individual’s or AB’s fiduciary duty to any client; and will maintain all written statements and supporting documentation, as well as documentation of the basis for granting the exception.

PLEASE NOTE: To the extent required by law or NYSE rule, any waiver or amendment of this Code for AB’s executive officers (including AB’s Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer) or directors shall be made at the discretion of the Board of AllianceBernstein Corporation and promptly disclosed to the unitholders of AllianceBernstein Holding pursuant to Section 303A.10 of the NYSE Exchange Listed Company Manual.

22. Regulatory Inquiries, Investigations and Litigation

(a) Requests for Information

Governmental agencies and regulatory organizations may from time to time conduct surveys or make inquiries that request information about AB, its customers or others that generally would be considered confidential or proprietary.

All regulatory inquiries concerning AB are to be handled by the Chief Compliance Officer or General Counsel. Employees receiving such inquiries should refer such matters immediately to the Legal and Compliance Department.

(b) Types of Inquiries

Regulatory inquiries may be received by mail, e-mail, telephone or personal visit. In the case of a personal visit, demand may be made for the immediate production or inspection of documents. While any telephone or personal inquiry should be handled in a courteous manner, the caller or visitor should be informed that responses to such requests are the responsibility of AB’s Legal and Compliance Department. Therefore, the visitor should be asked to wait briefly while a call is made to the Chief Compliance Officer or General Counsel for guidance on how to proceed. In the case of a telephone inquiry, the caller should be referred to the Chief Compliance Officer or General Counsel or informed that his/her call will be promptly returned. Letter or e-mail inquiries should be forwarded promptly to the Chief Compliance Officer or General Counsel, who will provide an appropriate response.

(c) Responding to Information Requests

Subject to Section 23, under no circumstances should any documents or material be released without prior approval of the Chief Compliance Officer or General Counsel. Likewise, no employee should have substantive discussions with any regulatory personnel without prior consultation with either of these individuals.

(d) Use of Outside Counsel

It is the responsibility of the Chief Compliance Officer or General Counsel to inform AB’s outside counsel in those instances deemed appropriate and necessary.

(e) Regulatory Investigation

Any employee that is notified that they are the subject of a regulatory investigation, whether in connection with his or her activities at AB or at a previous employer, must immediately notify the Chief Compliance Officer or General Counsel.

(f) Litigation

Any receipt of service or other notification of a pending or threatened action against the firm should be brought to the immediate attention of the General Counsel or Chief Compliance Officer. These individuals also should be informed of any instance in which an employee is sued in a matter involving his/her activities on behalf of AB. Notice also should be given to either of these individuals upon receipt of a subpoena for information from AB relating to any matter in litigation or receipt of a garnishment lien or judgment against the firm or any of its clients or employees. The General Counsel or Chief Compliance Officer will determine the appropriate response.

23. Compliance and Reporting of Misconduct / “Whistleblower” Protection

No Code can address all specific situations. Accordingly, each AB employee is responsible for applying the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense. Whenever uncertainty arises, an AB employee should seek guidance from an appropriate supervisor or a representative of Human Capital or the Legal and Compliance Department before proceeding.

All AB employees should promptly report any practices or actions the employee believes to be inappropriate or inconsistent with any provisions of this Code. In addition all employees must promptly report any actual violations of the Code to the General Counsel, Chief Compliance Officer or a designee. Any person reporting a violation in good faith, or asserting any right provided by law or in exercising their duties as set forth in our policies, will be protected against reprisals. If you have information about Code or other AB policy violations or potentially illegal or unethical activity, visit the Legal & Compliance Loop site for further information or visit https://secure.ethicspoint.com/domain/media/en/gui/44414/index.html.

If you feel uncomfortable utilizing the formal channels, issues may be brought to the attention of the Company Ombudsman, who is a neutral, independent, informal and confidential resource to assist employees with concerns about AB business matters that may implicate issues of ethics or questionable practices. Please see Section 24 for additional information on the Company Ombudsman.

Nothing herein, or in any contractual confidentiality provision to which any employee is subject, prohibits employees from reporting possible violations of law or regulation to any governmental agency or entity, or self-regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Employees do not need AB’s prior authorization to make any such reports or disclosures and are not required to notify AB that they have made such reports or disclosures.

24. Company Ombudsman

AB’s Company Ombudsman provides a neutral, confidential, informal and independent communications channel where any AB employee can obtain assistance in surfacing and resolving work-related issues. The primary purpose of the Ombudsman is to help AB:

· Safeguard its reputation and financial, human and other company assets;

· Maintain an ethical and fiduciary culture;

· Demonstrate and achieve its commitment to “doing the right thing;” and

· Comply with relevant provisions of the Sarbanes-Oxley Act of 2002, the U.S. Sentencing Guidelines, as well as AB’s 2003 SEC Order, New York Stock Exchange Rule 303A.10 and other laws, regulations and policies.

The Ombudsman seeks to provide early warnings and to identify changes that will prevent malfeasance and workplace issues from becoming significant or recurring. The Ombudsman has a reporting relationship to the AB CEO, the Audit Committee of the Board of Directors of AllianceBernstein Corporation and independent directors of AB’s U.S. mutual fund boards.

Any type of work-related issue may be brought to the Ombudsman, including potential or actual financial malfeasance, security matters, inappropriate business practices, compliance issues, unethical behavior, violations of law, health and safety issues, and employee relations issues. The Ombudsman supplements, but does not replace existing formal channels such as Human Capital, Legal and Compliance, Internal Audit and line management.

25. Sanctions

Upon learning of a violation of this Code, any member of the AB Group, with the advice of the General Counsel, Chief Compliance Officer and/or the AB Code of Ethics Oversight Committee, may impose such sanctions as such member deems appropriate, including, among other things, restitution, censure, suspension or termination of service. Persons subject to this Code who fail to comply with it may also be violating the U.S. federal securities laws or other federal, state or local laws within their particular jurisdictions.

26. Annual Certifications

Each person subject to this Code must certify at least annually to the Chief Compliance Officer that he or she has read and understands the Code, recognizes that he or she is subject hereto and has complied with its provisions and disclosed or reported all personal securities transactions and other items required to be disclosed or reported under the Code. The Chief Compliance Officer may require interim certifications for significant changes to the Code.

APPENDIX A

ALLIANCEBERNSTEIN L.P.

PERSONAL TRADING POLICIES AND PROCEDURES

1. Overview

(a) Introduction

AB recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, our industry and AB have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. Employees should be aware that their ability to liquidate positions may be severely restricted under these policies, including during times of market volatility. Therefore, as a general matter, AB discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

(b) Definitions

The following definitions apply for purposes of this Appendix A of the Code; however additional definitions are contained in the text itself.(1)

1. “AllianceBernstein” or “AB” mean AllianceBernstein L.P., its subsidiaries and its joint venture entities.

2. “Beneficial Ownership” is interpreted in the same manner as in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”), Rule 16a-1 and the other rules and regulations thereunder and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a Security. For example, an individual has an indirect pecuniary interest in any Security owned by the individual’s spouse. Beneficial Ownership also includes, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise,

(1) Due to the importance that AB places on promoting responsible personal trading, we have applied the definition of “access person,” as used in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, and related requirements to all AB employees and officers. We have drafted special provisions for directors of AB who are not also employees of AB.

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having or sharing “voting power” or “investment power,” as those terms are used in Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

3. “Client” means any person or entity, including an investment company, for which AB serves as investment manager or adviser.

4. “Chief Compliance Officer” refers to AB’s Chief Compliance Officer.

5. “Code of Ethics Oversight Committee” refers to the committee of AB’s senior officers that is responsible for monitoring compliance with the Code.

6. “Conflicts Officer” refers to AB’s Conflicts Officer, who reports to the Chief Compliance Officer.

7. “Control” has the meaning set forth in Section 2(a)(9) of the 1940 Act.

8. “Director” means any person who serves in the capacity of a director of AllianceBernstein Corporation. “Affiliated Outside Director” means any Director who is not an Employee (as defined below) but who is an employee of an entity affiliated with AB. “Outside Director” means any Director who is neither an Employee (as defined below) nor an employee of an entity affiliated with AB.

9. “Employee” refers to any person who is an employee or officer of AB, including part-time employees and consultants (acting in the capacity of a portfolio manager, trader or research analyst, or others at the discretion of the Compliance Department) under the Control of AB.

10. “Initial Public Offering” means an offering of Securities registered under the Securities Act of 1933 (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, as well as similar offerings of Securities issued outside the United States.

11. “Investment Personnel” refers to:

a. Any Employee who acts in the capacity of a portfolio manager, research analyst or trader or any other capacity (such as an assistant to one of the foregoing) and in connection with his or her regular duties makes or participates in making, or is in a position to be aware of, recommendations regarding the purchase or sale of securities by a Client;

b. Any Employee who receives or has access to AB equity research or Bernstein Research via Outlook distribution, Factset, Bloomberg, Research Wire or other medium/platform;

c. Any other Employee designated as such by the Legal and Compliance Department; or

d. Any natural person who Controls AB and who obtains information concerning recommendations made to a Client regarding the purchase or sale of securities by the Client.

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12. “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) thereof or pursuant to Rules 504, 505 or 506 under the 1933 Act, as well as similarly exempted offerings of Securities issued outside the United States. Investments in hedge funds are typically sold in a limited offering setting.

13. “Ombudsman” aka “Ombuds” means the Company Ombudsman of AB, or any of his/her staff members.

14. “Personal Account” refers to any account (including, without limitation, a custody account, safekeeping account and an account maintained by an entity that may act in a brokerage or a principal capacity) in which any type of Security (as defined in Section 2(a)(36) of the Investment Company Act of 1940) may be traded or custodied, and in which an Employee has any Beneficial Ownership, and any such account maintained by or for a financial dependent of an Employee. For example, this definition includes Personal Accounts of:

a. An Employee’s spouse/domestic partner (of same or opposite gender), including a legally separated or divorced spouse who is a financial dependent;

b. Financial dependents of an Employee, including both those residing with the Employee and those not residing with the Employee, such as financially dependent children away at college; and

c. Any person or entity for which the Employee acts as a fiduciary (e.g., acting as a Trustee) or who has given investment discretion to the Employee, other than accounts over which the employee has discretion as a result of his or her responsibilities at AB.

Personal Accounts include any account meeting the above definition even if the Employee has given discretion over the account to someone else.

15. “Purchase or Sale of a Security” includes, among other transactions, the writing or purchase of an option to sell a Security and any short sale of a Security.

16. “Security” has the meaning set forth in Section 2(a)(36) of the Investment Company Act and includes any derivative thereof, commodities, options or forward contracts, except that it shall not include:

a. Securities issued by the government of the United States;

b. Short-term debt securities that are government securities within the meaning of Section 2(a)(16) of the Investment Company Act;

c. Shares issued by money market funds;

d. Shares issued by open-end mutual funds, other than Exchange-Traded Funds (“ETFs”), and mutual funds managed by AB; and

e. Bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and such other instruments as may be designated from time to time by the Chief Compliance Officer.

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IMPORTANT NOTES:

(i) Exchange-Traded Funds are covered under this definition of Security, and therefore are subject to the governing rules. (See exceptions in Sections 2(d)(ii) and 2(e)(ii) of this Appendix.)

(ii) Direct investment in Bitcoin or other crypto currencies are currently not covered under this definition of Security. However, as global regulators move closer to regulating them, the lack of prohibition and our position on pre-clearance and/or reporting, will likely change.

17. A Security is “Being Considered for Purchase or Sale” when:

a. An AB Growth research analyst issues research information regarding initial coverage of, or changing a rating with respect to, a Security;

b. A portfolio manager has indicated his or her intention to purchase or sell a Security; or

c. An open order(2) in the Security exists on any buy-side trading desk.

This is not an exhaustive list. At the discretion of the Legal and Compliance Department, a Security may be deemed “Being Considered for Purchase or Sale” even if none of the above events have occurred, particularly if a portfolio manager is contemplating the purchase or sale of that Security, as evidenced by e-mails or the manager’s preparation of, or request for, research.

18. “Security held or to be acquired or sold” means:

a. Any Security which, within the most recent 15 days (i) is or has been held by a Client in an AB-managed account or (ii) is being or has been considered by AB for purchase or sale for the Client; and/or

b. Any option to purchase or sell, and any Security convertible into or exchangeable for, a Security.

19. “StarCompliance Code of Ethics application” means the web-based application used to electronically pre-clear personal securities transactions and file many of the reports required herein. The application can be accessed via the AB network at: https://alliance-ng.starcompliance.com/.

20. “Subsidiary” refers to entities with respect to which AB, directly or indirectly, through the ownership of voting securities, by contract or otherwise has the power to direct or cause the direction of management or policies of such entity.

(2) Defined as any client order on a Growth trading desk which has not been completely executed, as well as any “significant” open Value client orders, or Value “priority” purchases or sales, as those terms are defined by the applicable Value SBU CIO.

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2. Requirements and Restrictions — All Employees

The following are the details of the standards which must be observed:

(a) General Standards

Employees have an obligation to conduct their personal investing activities and related Securities transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of AB and its clients. Employees must carefully consider the nature of their AB responsibilities - and the type of information that he or she might be deemed to possess in light of any particular securities transaction - before engaging in any investment-related activity or transaction.

i. Material Nonpublic Information: Employees in possession of material nonpublic information about or affecting Securities, or their issuer, are prohibited from buying or selling such Securities, or advising any other person to buy or sell such Securities. Similarly, they may not disclose such information to anyone without the permission of the General Counsel or Chief Compliance Officer. Please see the AB Insider Trading Policies, which can be found on the Legal and Compliance Department intranet site.

ii. Short-Term Trading: Employees are encouraged to adopt long-term investment strategies (see Section 2(f) for applicable holding period for individual securities). Similarly, purchases of shares of most mutual funds should be made for investment purposes. Employees are therefore prohibited from engaging in transactions in a mutual fund that are in violation of the fund’s prospectus, including any applicable short-term trading or market-timing prohibitions.

With respect to the AB funds, Employees are prohibited from short-term trading, and may not effect a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period.(3)

iii. Personal Responsibility: It is the responsibility of each Employee to ensure that all Securities transactions in Personal Accounts are made in strict compliance with the restrictions and procedures in the Code and this Appendix A, and otherwise comply with all applicable legal and regulatory requirements.

iv. Affiliated Directors and Outside Directors: The personal trading restrictions of Appendix A of the Code do not apply to any Affiliated Director or Outside Director, provided that at the time of the transaction, he or she has no actual knowledge that the Security involved is “Being Considered for Purchase or Sale.” Affiliated Directors and Outside Directors, however, are subject to reporting requirements as described in Section 8 below.

(3) These restrictions shall not apply to investments in mutual funds through professionally managed asset allocation programs; automatic reinvestment programs; automatic investments through 401(k) and similar retirement accounts; and any other non-volitional investment vehicles. These restrictions also do not apply to transactions in money market funds and other short duration funds used as checking accounts or for similar cash management purposes.

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(b) Disclosure of Personal Accounts

All Employees must disclose their Personal Accounts to the Compliance Department (and take all necessary actions to close any accounts held with non-designated brokers, see next section). It is each Employee’s responsibility to ensure that the Compliance Department is appropriately notified of all accounts and to direct the broker to provide the Compliance Department with electronic and/or paper brokerage transaction confirmations and account statements (and verify that it has been done). Do not assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly.

(c) Designated Brokerage Accounts

Personal Accounts of an Employee that are maintained as brokerage accounts must be held only at the following approved designated broker-dealers (each a “Designated Broker”): (4)

· AXA Advisors, LLC (via LPL Financial);

· Charles Schwab;

· E*TRADE Financial;

· Fidelity Brokerage Services, LLC

· Goldman, Sachs & Co. - Private Wealth Management (account minimums apply);

· J.P. Morgan;

· Merrill Lynch;

· Sanford C. Bernstein & Co., LLC(5);

· TD Ameritrade;

· Vanguard

Under limited circumstances, the Compliance Department may grant exceptions to this policy and approve the use of other broker-dealers or custodians (such as in the case of proprietary products that can only be held at specific firms). In addition, the Chief Compliance Officer may in the future modify this list.

All Securities in which an Employee has any Beneficial Ownership must be held in Personal Accounts and maintained in accordance with the Designated Broker requirements described above (except that shares of open-end mutual funds may be held directly with the investment company). Additionally, Employees may effect Securities transactions only in Personal Accounts (or directly through a mutual fund’s transfer agent). In limited circumstances, the Chief Compliance Officer, or his designee, may grant an exception to these requirements (see Section 21 of the Code). This requirement applies to all types of Securities and personal Securities transactions including, for example, Securities issued in a Limited Offering or other direct investments.

(4) Exceptions may apply in certain non-U.S. locations. Please consult with your local compliance officer.

(5) Non-discretionary accounts at Sanford C. Bernstein & Co., LLC. may only be used for the following purposes: (a) Custody of securities and related activities (such as receiving and delivering positions, corporate actions, and subscribing to offerings commonly handled by operations such as State of Israel bonds, etc.); (b) Transacting in US Treasury securities; and (c) Transacting in AB products outside of a private client relationship (such as hedge funds and AB/SCB mutual funds). All equity and fixed income transactions (other than US Treasuries) are prohibited.

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(d) Pre-Clearance Requirement

i. Subject to the exceptions specified below, an Employee may not purchase or sell, directly or indirectly, any Security (please note the limited pre-clearance requirement related to AB mutual funds in Section 2(h) below) in which the Employee has (or after such transaction would have) any Beneficial Ownership unless the Employee obtains the prior approval from the Compliance Department and, in the case of Investment Personnel, the head of the business unit (or a designated manager) in which the Employee works.(6) Pre-clearance requests must be made on the date of the contemplated transaction, through the use of the appropriate pre-clearance form, which can be accessed via the StarCompliance Code of Ethics application at http://starcompliance.acml.com//. These requests will document (a) the details of the proposed transaction and (b) representations as to compliance with the personal trading restrictions of this Code.

Pre-Clearance requests will generally be acted on by the automated pre-clearance system only between the hours of 10:00 a.m. and 3:30 p.m. (New York time). The Legal and Compliance Department (including via its electronic pre-clearance utility) will review the request to determine if the proposed transaction complies with the Code, whether that security is restricted for AB personnel, and if appropriate, contact the appropriate supervisor (or a person designated by the supervisor) to determine whether the proposed transaction raises any potential conflicts of interest or other issues. The Compliance Department will communicate to the requesting Employee its approval or denial of the proposed transaction, either in writing (e-mail) or orally. In North America, any approval given under this paragraph will remain in effect only until the end of the trading day on which the approval was granted. For employees in offices outside North America, such approval will remain in effect for the following business day as well. Good-until-cancel limit orders are not permitted without daily requests for pre-clearance approval. Employees must wait for Compliance Department approval before placing the order with their broker.

The Legal and Compliance Department will maintain an electronic log of all preclearance requests and indicate the approval or denial of the request in the log.

PLEASE NOTE: When a Security is Being Considered for Purchase or Sale for a Client (see Section 2(i) below) or is being purchased or sold for a Client following the approval on the same day of a personal trading request form for the same Security, the Legal and Compliance Department is authorized to cancel the personal order if (a) it has not been executed and the order exceeds a market value of $50,000 or (b) the Legal and Compliance Department determines, after consulting with the trading desk and the appropriate business unit head (if available), that the order, based on market conditions, liquidity and other relevant factors, could have an adverse impact on a Client or on a Client’s ability to purchase or sell the Security or other Securities of the issuer involved.

(6) For purposes of the pre-clearance requirement, all employees in the Value SBU are considered Investment Personnel, and are therefore required to have all of their trades pre-approved by the head of their respective departments (or a designee).

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ii. Exceptions: The pre-clearance requirements do not apply to(7):

a. Non-Volitional Transactions, including:

· Transactions in a Personal Account over which the Employee has no direct or indirect influence or control (i.e., managed for an Employee on a discretionary basis by a third person or entity, when the Employee does not discuss any specific transactions for the account with the third-party manager);

· The receipt of any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

· Any Securities transaction effected in an Employee’s Personal Account pursuant to an automatic investment plan, which means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) a Personal Account in accordance with a predetermined schedule and allocation, and includes dividend reinvestment plans. Additional purchases and sales that are not automatic, however, are subject to the pre-clearance requirement.

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

b. Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

c. Certain Exchange-Traded Funds (“ETFs”)/AB Managed Open-end Mutual Funds

ETFs and open-end mutual funds managed by AB are covered under the Code’s definition of Security and therefore are subject to all applicable Code rules and prohibitions. However, investments in AB-managed funds, if transacted through the ABI Employee Desk, do not require pre-clearance. (If not transacted via ABI, pre-clearance is required.) In addition, certain broad-based ETFs (including those that follow) are not subject to the pre-clearance provisions (but the 60-day hold requirement still applies to these transactions):

(7) Additional Securities may be exempted from the pre-clearance requirement if, in the opinion of the Chief Compliance Officer, no conflict of interest could arise from personal trades in such Security.

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— PowerShares QQQ Trust, Series 1 (QQQ)	— iShares JPMorgan USD Emer Mkt Bond Fund (EMB)
— SPDR Trust (SPY)	— iShares CDN Composite Index Fund (XIC)
— DIAMONDS Trust, Series I (DIA)	— iShares MSCI Kokusai (TOK)
— iShares S&P 500 Index Fund (IVV)	— iShares MSCI Japan (EWJ)
— iShares Russell 1000 Growth (IWF)	— iShares DAX (DAXEX)
— iShares Russell 1000 Value (IWD)	— iShares DJ EuroStoxx 50 (EUE)
— iShares Russell 1000 Index (IWB)	— SPDR S&P/ASX 200 Fund (STW)
— iShares MSCI EAFE (EFA)	— smartFONZ (FNZ)
— iShares MSCI Emerging Markets (EEM)	— DAIWA ETF — TOPIX (1305)
— iShares MSCI EAFE Growth (EFG)	— NOMURA ETF — TOPIX (1306)
— iShares MSCI EAFE Value (EFV)	— NIKKO ETF — TOPIX (1308)
— iShares FTSE 100 (ISF)	— DAIWA ETF - NIKKEI 225 (1320)
— iShares MSCI World (IWRD/IQQW)	— NOMURA ETF - NIKKEI 225 (1321)
— iShares Barclays 7-10 Yr Treas Bond (IEF)	— NIKKO ETF — 225 (1330)
— iShares Barclays 1-3 Yr Treas Bond (SHY)	— Tracker Fund of Hong Kong (2800)
— iShares Barclays TIPS Bond Fund (TIP)	— iShares FTSE/Xinhua A50 China Tracker (2823)
— iShares Barclays MBS Bond Fund (MBB)	— Nifty BeES
— iShares IBOXX Investment Grade — (LQD)	— SENSEX Prudential ICICI ETF
— IShares IBOXX High Yield Corp Bond (HYG)
— iShares S&P US Preferred Stock Index (PFF)

Please note that the number of exempt ETFs has significantly expanded. Please check here for the complete list of exempt ETFs. Again, the 60-day hold still applies to these Securities.

(e) Limitation on the Number of Trades

i. No more than an aggregate of twenty (20) transactions in individual Securities may occur in an Employee’s Personal Accounts during any rolling thirty-day period.

ii. Exceptions:

a. The limitation on the permissible number of trades over a 30-day period does not apply to the AB-managed funds or the exempt ETFs listed in Section 2(d)(ii)(c) or included on the listing of exempt ETFs on the intranet. Note that the 60-day hold requirement (see next section) still applies to these Securities.

b. The limitation is also inapplicable to transactions in a Personal Account over which the Employee has no direct or indirect influence or control (i.e., managed for an Employee on a discretionary basis by a third person or entity), or pursuant to an automatic investment plan, including dividend reinvestment plans.

(f) Short-Term Trading

i. Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives. AB discourages short-term trading strategies, and Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. In any event, excessive or inappropriate trading that interferes with job performance, or compromises the duty that AB owes to its Clients will not be tolerated.

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Employees are subject to a mandatory buy and hold of all Securities for 60 days.(8) By regulation, employees of AB Japan Ltd. are subject to a 6-month hold. A last-in-first out accounting methodology will be applied to a series of Securities purchases for determining compliance with this holding rule. As noted in Section 2(a)(ii), the applicable holding period for AB open-end funds is also 60 days.

ii. Exceptions to the short-term trading rules (i.e., the 60-day hold):

a. Securities transactions in Personal Accounts of spouses and domestic partners and other non-Employees (e.g., financially dependent children) which are not directed by the Employee are subject to the mandatory buy and hold (or sale and buyback) of 60-calendar days. However, after 30 calendar days, such a transaction will be permitted for these Personal Accounts if necessary to minimize a loss.

b. Transactions in a Personal Account over which the Employee has no direct or indirect influence or control (i.e., managed for an Employee on a discretionary basis by a third person or entity).

c. Transactions in Securities held by the Employee prior to his or her employment with AB.

d. Shares in the publicly traded units of AB that were acquired in connection with a compensation plan. However, units purchased on the open market must comply with the holding period requirements herein.

Any trade made in violation of this section of the Code shall be unwound, or, if that is not practicable, all profits from the short-term trading may be disgorged as directed by the Chief Compliance Officer.

(g) Short Sales

The Legal and Compliance Department will prohibit an Employee from engaging in any short sale of a Security in a Personal Account if, at the time of the transaction, any Client has a long position in such Security in an AB-managed portfolio (except that an Employee may engage in short sales against the box and covered call writing provided that these personal Securities transactions do not violate the prohibition against short-term trading).

(h) Trading in AB Units and AB Open and Closed-End Mutual Funds

During certain times of the year (typically in the weeks leading up to the firm’s quarterly earnings announcement), Employees may be prohibited from conducting transactions in

(8) Relating to the buyback of a previously sold Security, an employee must wait 60 days if the new purchase price is lower than the previous sale, and 30 days if the new purchase price exceeds the previous sale price.

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the equity units of AB. Additional restricted periods may be required for certain individuals and events, and the Legal and Compliance Department will announce when such additional restricted periods are in effect. Transactions in AB Units and closed-end mutual funds managed by AB are subject to the same pre-clearance process as other Securities, with certain additional Legal and Compliance Department approval required. See the Statement of Policy and Procedures Concerning Purchases and Sales of AB Units and the Statement of Policy and Procedures Concerning Purchases and Sales of AB Closed-End Mutual Funds. Employees are not permitted to transact in short sales of AB Units.

Employees who transact in open-end AB mutual funds outside of the Employee Desk at AllianceBernstein Investments — i.e., in a regular brokerage account, must pre-clear the transaction via StarCompliance.

(i) Securities Being Considered for Purchase or Sale

i. The Legal and Compliance Department will, subject to the exceptions below, prohibit an Employee from purchasing or selling a Security (or a derivative product), or engaging in any short sale of a Security, in a Personal Account if, at the time of the transaction, the Security is Being Considered for Purchase or Sale for a Client or is being purchased or sold for a Client. Please see the definition of a Security “Being Considered for Purchase or Sale” (Section 1(b)(17) of this Appendix) for a non-exhaustive list of examples which illustrate this prohibition.

ii. Exceptions: This prohibition does not apply to:

a. Non-Volitional Transactions, including:

· The receipt of any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

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b. Exercise of Pro Rata Issued Rights

c. De Minimis Transactions — Fixed Income Securities

Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client:

· Fixed income securities transactions having a principal amount not exceeding $25,000; or

· Non-convertible debt securities and non-convertible preferred stocks which are rated by at least one nationally recognized statistical rating organization (“NRSRO”) in one of the three highest investment grade rating categories.

d. De Minimis Transactions — Equity Securities

Any equity Security transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

· Any orders are entered after 10:00 a.m. and before 3:00 p.m. and are not designated as “market on open” or “market on close;”

· The aggregate value of the transactions do not exceed (1) $10,000 for Securities of an issuer with a market capitalization of less than $1 billion; (2) $25,000 for Securities of an issuer with a market capitalization of $1 billion to $5 billion and (3) $50,000 for Securities of an issuer with a market capitalization of greater than $5 billion; and

· The Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client.

PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

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(j) Restricted List

A Security may not be purchased or sold in a Personal Account if, at the time of the transaction, the Security appears on the AB Daily Restricted List and is restricted for Employee transactions. The Daily Restricted List is made available each business day to all Employees via the AB intranet page.

(k) Dissemination of Research Information

i. An Employee may not buy or sell any Security for a Personal Account that is the subject of “significantly new” or “significantly changed” research during the period commencing with the approval of the research and continuing for twenty-four hours subsequent to the first publication or release of the research. An Employee also may not buy or sell any Security on the basis of research that AB has not yet made public or released. The terms “significantly new” and “significantly changed” include:

a. The initiation of coverage by an AB or Sanford C. Bernstein & Co., LLC research analyst;

b. Any change in a research rating or position by an AB or Sanford C. Bernstein & Co., LLC research analyst;

c. Any other rating, view, opinion, or advice from an AB or Sanford C. Bernstein & Co., LLC research analyst, the issuance (or re-issuance) of which in the opinion of such research analyst, or his or her director of research, would be reasonably likely to have a material effect on the price of the security.

ii. Exceptions: This prohibition does not apply to:

a. Non-Volitional Transactions, including:

· Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

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b. Exercise of Pro Rata Issued Rights

c. De Minimis Transactions — Fixed Income Securities

This exception does not apply to research issued by Sanford C. Bernstein & Co., LLC. Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the issuer is the subject of significantly new or significantly changed research:

· Fixed income securities transactions having a principal amount not exceeding $25,000; or

d. De Minimis Transactions — Equity Securities

This exception does not apply to research issued by Sanford C. Bernstein & Co., LLC. Any equity Securities transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

· Any orders are entered after 10:00 a.m. and before 3:00 p.m. and are not designated as “market on open” or “market on close;”

· The Employee has no actual knowledge that the issuer is the subject of significantly new or significantly changed research.

PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

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(l) Initial Public Offerings

No Employee, or other person whose Personal Accounts are covered under this Code (see Section 1(b)(14)) shall acquire for a Personal Account, any Security issued in an Initial Public Offering.

(m) Limited Offerings/Private Placements

No Employee, or other person whose Personal Accounts are covered under this Code (see Section 1(b)(14)), shall acquire any Security issued in any limited or private offering (please note that hedge funds are sold as limited or private offerings) unless the Chief Compliance Officer (or designee) and the Employee’s Business Unit Head give express prior written approval and document the basis for granting approval after due inquiry. The Chief Compliance Officer, in determining whether approval should be given, will take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to the individual by virtue of his or her position with AB. Employees authorized to acquire Securities issued in a limited or private offering must disclose that investment when they play a part in any Client’s subsequent consideration of an investment in the issuer, and in such a case, the decision of AB to purchase Securities of that issuer for a Client will be subject to an independent review by Investment Personnel with no personal interest in such issuer.(9) Additional restrictions or disclosures may be required if there is a business relationship between the Employee or AB and the issuer of the offering. See also - additional restrictions that apply to employees of the Fund of Funds Group (Section 6).

3. Additional Restrictions — Portfolio Managers

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a portfolio manager of a Client account. For purposes of the restrictions in this section, a portfolio manager is defined as an Employee who has decision-making authority regarding specific securities to be traded for Client accounts, as well as such Employee’s supervisor. Please see Section 6 for restrictions relating to the Alternate Investment Strategies Group.

General Prohibition: No person acting in the capacity of a portfolio manager will be permitted to buy for a Personal Account, a Security that is an eligible portfolio investment in that manager’s product group (e.g., Large Cap Growth).

This prohibition does not apply to transactions directed by spouses or other persons whose Personal Accounts are covered under this Code (see Section 1(b)(14)) provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. However, such transactions are subject to the following additional restrictions.

(9) Any Employee who acquires (or any new Employee with a pre-existing position in) an interest in any private investment fund (including a “hedge fund”) or any other Security that cannot be purchased and held in an account at a Designated Broker shall be exempt from the Designated Broker requirement as described in this Appendix A of the Code. The Legal and Compliance Department may require an explanation as to why such Security cannot be purchased and held in such manner. Transactions in these Securities nevertheless remain subject to all other requirements of this Code, including applicable private placement procedures, pre-clearance requirements and blackout-period trading restrictions.

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(a) Blackout Periods

No person acting in the capacity of a portfolio manager will be permitted to trade a Security for a Personal Account within seven calendar days before and after any Client serviced in that manager’s product group (e.g., Large Cap Growth) trades in the same Security. If a portfolio manager engages in such a personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

(b) Actions During Blackout Periods

No person acting in the capacity of a portfolio manager shall delay or accelerate a Client trade due to a previous purchase or sale of a Security for a Personal Account. In the event that a portfolio manager determines that it is in the best interest of a Client to buy or sell a Security for the account of the Client within seven days of the purchase or sale of the same Security in a Personal Account, the portfolio manager must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

(c) Transactions Contrary to Client Positions

No person acting in the capacity of a portfolio manager shall trade a Security in a Personal Account contrary to investment decisions made on behalf of a Client, unless the portfolio manager represents and warrants in the personal trading request form that (1) it is appropriate for the Client account to buy, sell or continue to hold that Security and (2) the decision to purchase or sell the Security for the Personal Account arises from the need to raise or invest cash or some other valid reason specified by the portfolio manager and approved by the Chief Compliance Officer and is not otherwise based on the portfolio manager’s view of how the Security is likely to perform.

4. Additional Restrictions — Research Analysts

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a research analyst. Please note that rules of the Financial Industry Regulatory Authority (FINRA) may impose additional limitations on the personal trading of the research analysts of Sanford C. Bernstein & Co., LLC and their family members. Such research analysts should refer to the relevant policy documents that detail those additional restrictions.

General Prohibition: No person acting in the capacity of research analyst will be permitted to buy for his or her Personal Account, a Security that is in the sector covered by such research analyst. This prohibition does not apply to transactions directed by spouses or other persons whose Personal Accounts are covered under this Code (see Section 1(b)(14)), provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. However, such transactions are subject to the following additional restrictions.

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(a) Blackout Periods

No person acting as a research analyst shall trade a Security for a Personal Account within seven calendar days before and after making a change in a rating or other published view with respect to that Security. If a research analyst engages in such a personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

(b) Actions During Blackout Periods

No person acting as a research analyst shall delay or accelerate a rating or other published view with respect to any Security because of a previous purchase or sale of a Security in such person’s Personal Account. In the event that a research analyst determines that it is appropriate to make a change in a rating or other published view within seven days of the purchase or sale of the same Security in a Personal Account, the research analyst must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

(c) Actions Contrary to Ratings

No person acting as a research analyst shall trade a Security (to the extent such Security is included in the research analyst’s research universe) contrary to an outstanding rating or a pending ratings change or traded by a research portfolio, unless (1) the research analyst represents and warrants in the personal trading request form that (as applicable) there is no reason to change the outstanding rating and (2) the research analyst’s personal trade arises from the need to raise or invest cash, or some other valid reason specified by the research analyst and approved by the Chief Compliance Officer and is not otherwise based on the research analyst’s view of how the security is likely to perform.

5. Additional Restrictions — Buy-Side Equity Traders

General Prohibition: No person acting in the capacity of buy-side equity trader will be permitted to buy for his or her Personal Account, a Security that is among the eligible portfolio investments traded on that Desk.

This prohibition does not apply to transactions directed by spouses or other persons whose Personal Accounts are covered under this Code (see Section 1(b)(14)) provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. Such transactions are, of course, subject to all other Code provisions.

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6. Additional Restrictions — Alternate Investment Strategies Groups

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all members of the firm’s Alternative Investment Management Group, as well as to the members of the Investment Policy Group and Board of Directors of Bernstein Alternative Investment Strategies, LLC.

General Prohibition: No member of the groups listed above will be permitted to directly invest in a privately offered fund or other investment product that is managed by an adviser other than AB and is within the scope of the current or contemplated funds or other products in which the Alternative Investment Management Group may invest. All such investments by members of these groups shall be made through the AB Alternative Investment Services platform.

7. Reporting Requirements

(a) Duplicate Confirmations and Account Statements

All Employees must direct their brokers to supply to the Chief Compliance Officer, on a timely basis, duplicate copies of broker trade confirmations of, and account statements concerning, all Securities transactions in any Personal Account. Even for Designated Brokers, each Employee must verify that the Employee’s account(s) is properly “coded” for AB to receive electronic data feeds.

The Compliance Department will review such documents for Personal Accounts to ensure that AB’s policies and procedures are being complied with, and make additional inquiries as necessary. Access to duplicate confirmations and account statements will be restricted to those persons who are assigned to perform review functions, and all such materials will be kept confidential except as otherwise required by law.

(b) Initial Holdings Reports by Employees

An Employee must, within 10 days of commencement of employment with AB, provide a signed (electronic in most cases) and dated Initial Holdings Report to the Chief Compliance Officer. New employees will receive an electronic request to perform this task via the StarCompliance Code of Ethics application. The report must contain the following information current as of a date not more than 45 days prior to the date of the report:

i. All Securities (including private investments as well as any AB-managed mutual funds) held in a Personal Account of the Employee, including the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security/fund beneficially owned;

ii. The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee; and

iii. Details of any outside business affiliations.

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Employees must then take all necessary actions to bring their accounts into compliance with the designated broker guidelines detailed in Section 2(c) of this Appendix.

(c) Quarterly Reports by Employees — including Certain Funds and Limited Offerings

Following each calendar quarter, the Legal and Compliance Department will forward (electronically via the StarCompliance Code of Ethics application) to each Employee, an individualized form containing all Securities transactions in the Employee’s Personal Accounts during the quarter based on information reported to AB by the Employee’s brokers. Transactions in Personal Accounts over which the Employee has no direct or indirect influence or control (i.e., managed for an Employee on a discretionary basis by a third person or entity) or pursuant to an automated investment program need not be included for purposes of this reporting requirement.

Within thirty (30) days following the end of each calendar quarter, every Employee must review the form and certify its accuracy, making any necessary changes to the information provided on the pre-populated form (generally this will include those shares of mutual funds sub-advised by AB and held directly with the investment company and Securities issued in limited offerings which are not sent directly to the Compliance Department). For each such Security, the report must contain the following information: (1) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved; (2) the nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition); (3) the price of the Security at which the transaction was effected; (4) the name of the broker or other financial institution through which the transaction was effected; and (5) the date the Employee submits the report.

In addition, any new Personal Account established during the calendar quarter must be reported, including (1) the name of the broker or other financial institution with which the account was established and (2) the date the account was established.

(d) Annual Holdings Reports by Employees

On an annual basis, by a date to be specified by the Compliance Department (typically February 15th), each Employee must provide to the Chief Compliance Officer, a signed and dated (or electronically certified via the StarCompliance Code of Ethics application) Annual Holdings Report containing data current as of a date not more than forty five (45) days prior to the date of the submission.(10) The report must disclose:

i. All Securities (including shares of mutual funds managed by AB and limited offerings), held in a Personal Account of the Employee, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned); and

ii. The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee.

(10) Employees who join the Firm after the annual process has commenced will submit their initial holdings report (see Section 7(b)) and complete their first Annual Holdings Report during the next annual cycle and thereafter.

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In the event that AB already maintains a record of the required information via duplicate copies of broker trade confirmations and account statements received from the Employee’s broker-dealer, an Employee may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy of the record on at least an annual basis and (ii) recording the date of the confirmation.

(e) Report and Certification of Adequacy to the Board of Directors of Fund Clients

On a periodic basis, but not less than annually, the Chief Compliance Officer shall prepare a written report to the management and the board of directors of each registered investment fund (other than a unit investment trust) in which AB acts as investment adviser setting forth the following:

i. A certification on behalf of AB that AB has adopted procedures reasonably necessary to prevent Employees and Directors from violating the Code;

ii. A summary of existing procedures concerning personal investing and any changes in procedures made during the past year; and

iii. A description of any issues arising under the Code or procedures since the last report to the Board including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.

AB shall also submit any material changes to this Code to each Fund’s Board at the next regular board meeting during the quarter following the change.

(f) Report Representations

Any Initial or Annual Holdings Report or Quarterly Transaction Report may contain a statement that the report is not to 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.

(g) Maintenance of Reports

The Chief Compliance Officer shall maintain the information required by this Section and such other records, if any, and for such time periods required by Rule 17j-1 under the Investment Company Act and Rules 204-2 and 204A-1 under the Advisers Act. All reports furnished pursuant to this Section will be kept confidential, subject to the rights of inspection and review by the General Counsel, the Chief Compliance Officer and his or her designees, the Code of Ethics Oversight Committee (or subcommittee thereof), the Securities and Exchange Commission and by other third parties pursuant to applicable laws and regulations.

8. Reporting Requirements for Directors who are not Employees

All Affiliated Outside Directors (i.e., not Employees of AB, but employees of an AB affiliate) and Outside Directors (i.e., neither Employees of AB, nor of an AB affiliate) are subject to

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the specific reporting requirements of this Section 8 as described below. Directors who are Employees of AB, however, are subject to the full range of personal trading requirements, restrictions and reporting obligations outlined in Sections 1 through 7 of this Appendix A of the Code, as applicable. In addition, all Directors are expected to adhere to the fiduciary duties and high ethical standards described in the Code.

(a) Outside Directors / Affiliated Outside Directors

i. In general, pursuant to various regulatory rule exceptions and interpretations, no reporting is required of Outside Directors and Affiliated Outside Directors. However, if an Outside or Affiliated Outside 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 Outside or Affiliated Outside Director’s transaction in a Security for a Personal Account, a Client bought or sold the Security, or the Client or AB considered buying or selling the Security, the following reporting would be required.

Transaction Report

In the event that a transaction report is required pursuant to the scenario in the preceding paragraph, other than for accounts over which the director had no influence or control, each outside director must within thirty (30) days following the end of each calendar quarter, provide to the Chief Compliance Officer, a signed and dated report disclosing all Securities transactions in any Personal Account. For each such Security, the report must contain the following information:

a. The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved;

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

c. The price of the Security at which the transaction was effected; and

d. The name of the broker or other financial institution through which the transaction was effected.

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ALLIANCEBERNSTEIN L.P.

CODE OF BUSINESS CONDUCT AND ETHICS

CERTIFICATION

I hereby acknowledge receipt of the Code of Business Conduct and Ethics (the “Code”) of AllianceBernstein L.P., its subsidiaries and joint ventures, which includes the AB Personal Trading Policies and Procedures attached as Appendix A to the Code. I certify that I have read and understand the Code, recognize that I am subject to its provisions, and that I must report any violations to the Legal and Compliance Department.

I have reviewed my own situation and conduct and confirm that:

1. I am in compliance with the Code and the AB Insider Trading Policies, including the requirements regarding the manner in which I maintain and report my (public and private) Securities holdings and transactions in my Personal Accounts (as such terms are defined in Appendix A of the Code) and conduct my personal Securities trading activities. I certify that I am not circumventing the requirements of the Code through the use of derivatives. This includes futures, options, and other types of derivatives.

2. I have disclosed any potential conflicts of interest, have been pre-approved for any reportable outside business activities, and am in compliance with the requirements associated with the firm’s Outside Business Activities Policy, Policy and Procedures for Giving and Receiving Gifts and Entertainment (including its requirement to pre-clear certain political contributions); and the requirements associated with the firm’s Anti-Corruption Policy.

3. I have read the firm’s Compliance Manual (which can be found on the Loop) and agree to abide by the policies contained therein.

For those Employees with Securities Licenses: I have contacted Compliance with any changes to information that would require a Form U4 amendment, including a change of address, name change, addition of any new, or the discontinuance of any previously reported outside business activity, and any occurrence or matter which would change my answer to a disclosure question (e.g., arrests and other criminal or civil matters, regulatory events, tax liens and bankruptcies).

I understand that any violation(s) of the Code is grounds for immediate disciplinary action up to, and including, termination of employment.

Please note that this signoff is performed electronically through the StarCompliance Code of Ethics application.

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EX-99.B(P)(8) 6 a20-36976_1ex99dbp8.htm EX-99.B(P)(8)

Exhibit 99.B(p)(8)

This Code of Ethics (“Code”) sets out the minimum standards of performance and conduct for employees of Colchester Global Investors Limited and its affiliates (together ‘Colchester). Its purpose is to promote honest and ethical conduct and to ensure compliance not only with all legal and regulatory requirements, but with current best practices in the investment management industry as well. The Code is approved each year by Colchester’s Board of Directors, and each Colchester employee must attest that they have read the Code and agree to comply with its provisions at all times. The Code is sent to all Colchester separate account clients annually, and to prospects, consultants and fund investors upon request.

1. Values

The values that underlie Colchester’s business are as follows:

Focus. Investment professionals require a focused and stable environment in order to be consistently effective in their work. Colchester views employee ownership and control as one of the best ways of avoiding the uncertainties that can threaten focus and stability. Many Colchester employees own shares in the business, and Colchester believes that its ownership structure aligns employees interests with those of its clients. Portfolio managers may also invest in Colchester’s funds.

Integrity and Trust. Colchester works for its clients (and their beneficiaries) and clients interests take precedence over any other interests at Colchester. Colchester treats its clients fairly.

Perspective. Colchester, in both its investments and its business outlook, does not permit short term expediency to outweigh medium term benefits.

Service. Colchester aims to provide accurate reporting, timely information and efficient administration.

2. Regulatory Status

Colchester is authorised by or registered with a number of regulators across the globe:

In the United Kingdom, Colchester is authorised and regulated by the Financial Conduct Authority (“FCA”) under the Financial Services and Markets Act 2000 (‘FSMA”).

In the United States, Colchester is registered as an investment adviser with the Securities and Exchange Commission (“SEC”) and as a Commodity Trading Advisor (‘CTN) and Commodity Pool Operator (‘CPO’) with the Commodity Futures Trading Commission (“CFTC).

In South Africa, Colchester is registered as a Financial Services Provider with the Financial Services Conduct Authority (‘SCA”).

In Singapore, Colchester Global Investors (Singapore) Pte. Ltd is registered with the Monetary Authority of Singapore (WAS’) under the Securities and Futures Act 2001.

Colchester Global Investors (Singapore) Pte. Ltd also holds an offshore discretionary investment management services licence issued by the Financial Services Commission of Korea.

In Dubai, Colchester Global Investors Middle East Limited is regulated by the Dubai Financial Services Authority (“DFSA”) under the laws of the Dubai International Financial Centre (“DIFC).

Colchester Global Investors I June 2020

In Brunei, Colchester Singapore does not hold a Capital Markets Services License for the provision of investment advice and is required to apply for temporary exemptions in respect of itself and MCS staff intending to visit Brunei for each prospective/existing client visit.

In Australia, neither Colchester nor Colchester Singapore holds an Australian financial services licence for the provision of financial services, and both are exempt from the requirement to hold an Australian financial services licence under the Corporations Act 2001 (Cwlth) in respect of the financial services provided to wholesale clients in Australia. Both Colchester and Colchester Singapore are registered as foreign companies in Australia in connection with the services provided to Australian wholesale clients.

3. Commercial Policies

General Scope of Colchester’s Business

Colchester deals directly only with ‘professional clients’, or as permitted by relevant regulations. It does not deal directly with retail investors although it does have regulatory permission to make arrangements with a view to transactions in investments in its funds by retail investors.

Discretionary Clients - Colchester does not deal as principal in transactions for discretionary clients, but as agent on behalf of clients. All transactions entered into on behalf of such clients are traded with counterparties that are independent of Colchester.

Separate Account Client Assets - Colchester does not hold client money or assets or operate any client bank accounts, nor is it authorized to do so. Third party custodians, who are chosen by the client, always hold Colchester’s separate account client assets. These custodians handle all documents of title and certificates for financial instruments belonging to clients. Custodians may, on occasion, loan client assets to third parties if such transactions are permitted under the relevant custodian agreement. Colchester does not initiate any such securities lending. Income earned from such transactions is payable to the client’s account. Colchester may transfer or pledge client assets as collateral to meet margin requirements. Colchester does not borrow to leverage, unless specifically requested by clients.

Commingled Fund Assets — Colchester operates various commingled funds and a UCITS (-Funds”), the assets of which are held by custodians. Colchester does not lend Fund assets to third parties. However, Colchester may transfer or pledge assets in these Funds to meet margin requirements. The Funds do not borrow to leverage.

Marketing

Colchester’s marketing activities include the promotion of its services to institutional investors either directly or through suitable consultants or distributors, and through responses to proposal requests. Colchester maintains a corporate website that provides descriptions of the firm and its services including its UCITS.

Soft Commissions

Colchester does not share, directly or indirectly, in any of the revenues generated by client account or Fund brokerage transactions. Furthermore, Colchester does not receive “soft-dollar” benefits from, or pay %oft-dollar commissions to, counterparties.

Prohibited Transactions

Colchester is not permitted to engage in the following activities (this list is non-exhaustive):

· Corporate finance activities;

· Sponsoring of public offerings of securities;

· Acting for any person in connection with take oven, mergers or substantial acquisitions of shares;

· Advising a client on appointing a suitable custodian. Compliance with FCA and other regulatory requirements

Colchester’s policy is to comply at all times with the principles, rules and regulations applicable to its business. Colchester’s conduct is restricted to activities and jurisdictions for which it is authorised by the FCA, the SEC, the CFTC, MAS, DFSA and other applicable regulatory authorities (the ‘Regulatory Authorities”). In other jurisdictions, Colchester complies with relevant local regulation. Observing high standards of conduct in all aspects of its business is of the utmost importance to Colchester, and the firm therefore complies with the Principle& as laid down by the FCA and all employees attest to compliance with the FCAs Conduct Rules. In addition to adhering to these Principles, Colchester complies with the requirements of Regulatory Authorities to provide, maintain and verify information.

Colchester respects the scope of the authorisations the Regulatory Authorities have granted it. Accordingly, Colchester will not expand its business activities beyond this scope without permission, if applicable, from such Regulatory Authorities.

Privacy and Confidentiality

Colchester is committed to maintaining the confidentiality, integrity and security of confidential information provided by current, past and potential clients. Confidential information may be obtained in a number of ways, such as during the pre-investment period or from ongoing communications between Colchester and its clients. Unless it is publicly available, Colchester treats all such information as confidential, applying the same standard of care it does in dealing with the firm’s internal confidential information.

Colchester protects confidential information from unauthorised access or use in a number of ways:

By ensuring its systems are secure through the use of a next-generation anti-virus and endpoint detection and response system, multi-factor authentication, passwords, managed firewalls, email and web filtering, encryption technologies and other mechanisms;

By establishing physical and procedural safeguards (an Information Security Policy is available to clients on request); By imposing strict policies regarding client confidentiality, as more fully set out below.

Each new employee must agree, by signing a confidentiality undertaking, that during their employment with Colchester or at any time thereafter, they will not disclose to any person or any other firm, any information concerning the affairs of Colchester, its associates or clients, the disclosure of which may damage the interests of Colchester or its clients or which is of a confidential nature, unless that employee has the written permission of the Chief Executive Officer or Chief Compliance Officer.

All employees should be aware that nothing in Colchester’s confidentiality policy prohibits them from reporting possible violations of any law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of US, UK or any other applicable law or regulation. No prior authorisation is required of anyone at Colchester to make such reports or disclosures, and no employee is required to notify anyone at Colchester that they have made such reports or disclosures. Retaliation of any kind for making such reports or disclosures, regardless of whether they are found to be valid, is expressly prohibited unless it is proven that the employee has knowingly made a false or misleading disclosure.

All documents obtained or generated by Colchester or its employees in their work for Colchester (both originals and copies) that contain confidential information, are Colchester’s sole property. Upon termination of employment for any reason, or upon Colchester’s request at any time, employees must promptly return all copies of such material. During employment with Colchester and at all times thereafter, no employee may remove or cause to be removed from Colchester’s premises any confidential information, except in furtherance of their duties as an employee or, where relevant, in accordance with Colchester’s BC/DR Plan.

4. Conflicts of Interest

Colchester discloses the general nature and/or sources of potential conflicts of interest to its clients before undertaking business for such clients. These are set out below.

Colchester takes all reasonable steps to maintain and operate effective arrangements to manage and prevent these conflicts of interest having an adverse effect on the interests of its clients.

a) Material Interests

Colchester may engage in certain transactions that have the potential to present either direct or indirect conflicts of interest between clients. For example, potential conflicts may arise because:

Colchester provides investment management services to other clients, and may therefore act as agent for one client in transactions in which it is also acting as agent for other clients;

A director (or employee) of Colchester may be a director of an entity such as one of the Funds whose securities are held by clients;

Colchester, or a director (or employee) of Colchester, may have some interest in an entity such as one of the Funds whose securities are held by clients.

All of these areas of potential conflict are managed through the maintenance of policies and procedures, supplemented by internal and external monitoring.

b) Performance Fees

Colchester may enter into performance fee arrangements with clients. Theoretically, this type of fee arrangement provides an incentive for an investment manager to favour an account or accounts that pay performance fees over those that do not. Colchester does not believe its performance fee arrangements disadvantage any of its clients, and takes all reasonable steps to ensure the fair and equitable allocation of investment opportunities amongst its clients without regard to fee arrangements. Accordingly, Colchester has procedures and monitoring processes in place to ensure that transactions for all accounts are dealt with on the same basis. A register of performance fee bearing client accounts is maintained.

c) Valuation of Securities

Colchester may on occasions be required to value certain hard-to-price securities held in client portfolios. As Colchester is paid a fee which is a percentage of the net asset value of portfolios, a conflict could arise whereby Colchester is paid a higher fee if the valuation of those securities is higher. To address this potential conflict, Colchester operates a Valuation Committee whose membership includes representatives from Operations, Compliance, Risk and Dealing (but excluding Investment Management and Board-level representation). The objective of the Valuation Committee is to ensure accuracy,

transparency and consistency in Colchester’s adopted valuation sources whilst confirming there are no conflicts of interest when standard valuation sources are not used.

d) Insurance

Colchester arranges its insurance through a major insurance broker. This broker operates a separate investment consulting division that may recommend its clients to invest through Colchester. Insurance brokers, as regulated businesses, have information barriers in place between their insurance and consulting divisions. Colchester however takes care to operate an impartial process when negotiating its annual renewal of insurance cover. The renewal process is undertaken by Colchester’s Finance department with no representation or influence from Marketing or other client facing personnel.

e) Investment Research

Where required by regulation, Colchester pays for investment research at rates which it deems to be representative of the value of that investment research to its investment process and for the benefit of its clients. Execution venue decisions are made by a dedicated dealing team, which operates independently from the investment management team which selects and receives the investment research.

f) Remuneration

All senior investment professionals have an ownership interest in Colchester and receive competitive base salaries. Bonuses are tied to the overall profitability of Colchester, and the majority of income before compensation is distributed to those active in the business. Bonus and total compensation levels are reviewed and set annually based on contribution. For the investment staff, no set performance criteria or algorithms are used, but rather an overall assessment of work quality and commitment is made during the remuneration process.

g) Personal Account Dealing

The rules and procedures contained in this section apply to all personal dealings in ‘Reportable Securities’ by ‘Supervised Persons’ (all permanent employees and any temporary or contract workers engaged by Colchester) and their Connected Persons.

Reportable Securities includes formal or informal offers to buy and sell listed or unlisted securities (such as shares, bonds and Exchange-Traded Funds), taking up a rights issue, exercising conversion or subscription rights, or buying, selling, exercising or assigning an option.

Reportable Securities do not include:

Money Market instruments including bank deposit accounts;

· Foreign Exchange (spot and forward);

· Mutual Funds/Unit Trusts/UCITS;

Investment Trusts, if the Trust is solely invested in Mutual Funds;

Cryptocurrencies, excluding Cryptocurrency Derivatives and Tokens’ structured as Initial Coin Offerings (ICOs);

Managed accounts, automatic investment plans or family trusts holding reportable securities where a Supervised Person is a beneficiary but has no direct or indirect influence or control over the decisions made to purchase or sell reportable securities therein.

A Connected Person of a Supervised Person can be any of the following:

Their spouse or civil partner;

Their dependent child or stepchild; or

Their other relatives sharing the same household.

Restrictions on personal transactions

The following prohibitions apply to personal account dealing in Reportable Securities by Supervised Persons:

No Supervised Person may deal or effect personal transactions in Reportable Securities unless they have signed an undertaking to comply with the provisions of Colchester’s Compliance Manual and this Code of Ethics;

No Supervised Person may deal for their own account with any of Colchester’s clients, unless the client is an ‘Authorised Person’ (under the Financial Services and Markets Act 2000);

No Supervised Person may deal, nor seek permission to deal, if they are aware that such dealing may have a direct adverse impact on, or divert the Supervised Person’s attention from or impair the performance of their duties in relation to, Colchester, its associates, a client or a colleague;

No Supervised Person may knowingly deal on their own account or on behalf of Colchester with a person who is an employee of another firm who is trying to evade their personal dealing rules or insider trading regulations;

No Supervised Person may advise or cause another person to deal in contravention of any of these rules or any insider trading regulations; and

No Supervised Person may sell a Reportable Security which has been held for fewer than 35 calendar days.

Approval for Personal Transactions

Supervised Persons (and their Connected Persons) may only undertake a personal transaction in Reportable Securities if the Supervised Person has sought prior written approval from the Chief Compliance Officer for the transaction under these procedures. Consent will generally be given where the Chief Compliance Officer is satisfied that the proposed transaction:

· Falls outside Colchester’s current investment programme;

· Does not present a conflict with Colchester’s or any clients interests;

· Does not involve securities in which trading is restricted;

· If a sale, the security has been held for at least 35 calendar days, unless the Supervised Person or Connected Person can demonstrate emergency and unforeseen personal reasons for selling within the 35 day window, which have been evidenced to the Chief Compliance Officer and approved by the Chief Executive Officer.

If approval is granted, the trade must be executed within the specified approval window (48 hours unless agreed otherwise in writing) after which the approval will lapse and the Supervised Person will need to seek re-approval. After executing the transaction, a copy of the contract note must be sent to Compliance.

Supervised persons are encouraged to adhere to the best practice principle that all security dealing should be for long-term investment purposes rather than short-term trading profits.

Initial and Annual Disclosure Requirements

All new Supervised Persons are required to provide the Chief Compliance Officer with details of Reportable Securities held no later than 10 calendar days after they begin employment with Colchester.

On an annual basis, all Supervised Persons are required to sign a declaration that they have complied with the Code of Ethics (including the Personal Account Dealing Rules) over the period since their initial/last declaration. Where Reportable Securities are held, annual holdings reports are required as at 31 December, and these should be submitted to the Chief Compliance Officer within 45 days of the year end.

The Chief Compliance Officer reserves the right to request quarterly reports from Supervised Persons and their Connected Persons.

h) Gifts, Hospitality, Sponsorship and Political Contributions

Giving to, or receiving gifts or other items of value from persons doing business or seeking to do business with Colchester may call into question the independence of that person’s judgment. Accordingly, Colchester has set limitations on this type of conduct.

Any breaches of this gifts and hospitality policy will be investigated by Compliance. Any material breaches will be reported to the Chief Compliance Officer and the Board.

Accepting Gifts and Hospitality

The acceptance of gifts and hospitality by employees in excess of £25 per person must be reported to the Chief Compliance Officer or their designate in writing as soon as possible after receipt

Gifts and hospitality whose approximate value is no more than £100 per person may be accepted without prior compliance approval, but are still reportable to the Chief Compliance Officer as soon as possible after receipt, unless below the de minimis £25 per person.

All gifts and hospitality received with a value over £100 per person requires prior approval of the Chief Compliance Officer or their designate. In the event that it only becomes apparent after the event that the the value of the gift or hospitality is over £100 per person, post approval should be requested from the Chief Compliance Officer or their designate together with an appropriate explanation, as soon as possible after receipt.

The acceptance of gifts and hospitality in exchange for any business advantage is unacceptable. Extraordinary or extravagant gifts and hospitality are not permitted and must be declined or returned. Offers of payment for accommodation and travel must be declined. Compliance will seek confirmation in all cases that there is a business element to all hospitality received and that there is supporting evidence that the gift or hospitality is designed to enhance the quality of service to the client or to enhance the clients best interests. Repetitive gifts and hospitality from the same person or company without justifiable explanation may lead to limitations being imposed by Compliance on future gifts and hospitality from that person or company. Care should be taken to ensure that there is no discussion which may constitute ‘Investment Research’ unless a fee for that research has been agreed in advance.

Such restrictions on accepting gifts and hospitality are consistent with Colchester’s recognition that the receipt of gifts or hospitality could compromise an employee’s duty to act in the best interests of all clients or be interpreted as bribery.

All monetary values specified above are in £ Sterling or the equivalent in other currencies.

Giving of Gifts and Providing Hospitality

Employees and persons associated with Colchester (i.e. individuals or firms who perform services for or on behalf of the firm) may provide reasonable hospitality to clients/prospective clients, counterparties and other third party service providers, provided that both the employee and recipient are present and there is a business purpose for the entertainment

Any expenditure on gifts and hospitality in excess of £25 per person requires notification to the Chief Compliance Officer or their designate as soon as practicable after the expense has been incurred.

Any expenditure on gifts and hospitality in excess of £100 per person including business meals and sponsorship of dinners/ conferences etc, requires prior approval by the Chief Compliance Officer or their designate. In the event that it only becomes apparent after the event that the the value of the gift or hospitality is over £100 per person, post approval should be requested from the Chief Compliance Officer, together with an appropriate explanation, as soon as possible after receipt Repetitive gifts and hospitality given to the same person or company without justifiable explanation may lead to limitations being imposed by Compliance on future gifts and hospitality Colchester is able to provide to that person or company.

Any expenditure must be clearly identified in expense claims or credit card statements and the employee must provide the date, description and recipient of the gift or hospitality. Such restrictions on giving gifts and hospitality are consistent with Colchester’s recognition that any transaction that could be interpreted as bribery or the provision of gifts and hospitality to attain any business advantage will not be tolerated.

All monetary values specified above are in £ Sterling or the equivalent in other currencies.

Sponsorship

This involves the payment of money by Colchester in order to secure the marketing and promotion of it’s name, products, services or image. Sponsorship may also include the provision of services or goods for the same in return.

All sponsorship, regardless of value, is subject to pre approval of the Chief Compliance Officer or their designate, such approval being conditional upon an evaluation of any potential conflict of interest or a potential breach of the FCAs Inducement rules.

Examples of sponsorship include supporting a conference, seminars or other non-charitable event.

Policy on Gifts and Entertainment for ERISA Clients

The Employee Retirement Income Security Act of 1974 (‘ERISA) prohibits accepting fees, kickbacks, gifts, loans, money or anything of value given with the intent of influencing decision-making with respect to any employee benefit plan. Accepting or offering gifts, entertainment or other items may be viewed as influencing decision-making and is therefore unlawful under ERISA. Many public employee benefit plans are subject to similar restrictions.

Political Contributions

All non-US political contributions by employees in excess of £250 must be reported to the Chief Compliance Officer prior to being made. Non-US political contributions equal to or less than £250 should be reported to the Chief Compliance Officer within 10 days of being made.

Any political contributions or fundraising activity made by employees, their spouses or dependent children to US politicians, candidates, political parties, government officials, exploratory committees, candidate committees, political committees, or party committees must be pre-cleared with the Chief Compliance Officer to ensure no conflict of interest exists with Colchester’s clients or prospective clients.

Any proposed charitable contribution to charities headquartered in the US to be made by employees, their spouses or dependent children, which would result in their total contribution to such charity exceeding £1 million (US$2 million) (in aggregate) in the last 12 months or exceeding £5 million (US$10 million) in the last 60 rolling calendar months (e.g., the last five years) must be pre-cleared with the Chief Compliance Officer prior to being made.

i) Outside Business Activities

Colchester% duties to its clients require Colchester’s employees to devote their professional attention to client interests above their own and those of other organisations. Accordingly, employees may not engage in any of the following outside business activities without prior written consent as set out below:

Be engaged in any other business;

Be employed or compensated by any other person for business-related activities;

Serve as an employee of another organisation (other than an affiliate of Colchester);

Serve as a general partner, managing member or in similar capacity with limited or general partnerships, LLCs or private funds (other than those managed by Colchester);

Engage in personal investment transactions to the extent that it diverts the employee’s attention from or impairs the performance of his or her duties in relation to the business of Colchester and its clients;

Have any direct or indirect financial interest or investment in any dealer, broker or other current or prospective supplier of goods or services from which the employee might benefit or appear to benefit materially; or

Serve on the board of directors (or in any similar capacity) of another company.

If an employee joins a working group, forum or a project of an investment management industry body or trade association, in furtherance of or in connection with their duties as an employee, this does not constitute an outside business activity.

Should an executive director wish to engage in an outside business activity, or a non-executive director wish to hold a directorship in an organisation with a predominantly commercial objective which is not part of the group with which such director is currently engaged, they must first obtain written consent from Colchester’s Board. The group is defined for the purposes of this policy as Silchester Partners Limited and its associated companies.

Other employees who wish to engage in an outside business activity must first obtain written consent from the Chief Compliance Officer. The Chief Compliance Officer may check the outside business activity with the CEO and may inform the employee’s line manager and HR. Any outside business activities relating to investment management activities or involving a client or prospective client require approval and consent from the Board.

Compliance maintains a register of outside business activities.

5. Inside Information

As an institutional investment manager, Colchester and its investment personnel have investment discretion over large amounts of funds which, when invested or disinvested, could have a significant impact on the securities or foreign exchange markets, or more particularly, on the value of an individual security. Through its contacts with brokers, clients or market participants, it is possible that Colchester and its employees may obtain inside information. In these circumstances, the following prohibitions apply:

No employee in possession of inside information about a security shall purchase or sell the security, or procure another person to purchase or sell the security, for their account, for the account of Colchester, for any client account or for the account of anyone else.

Employees should not discuss investment issues with other investment management companies as this may lead to the inadvertent exchange of inside information.

· No employee shall pass on inside information to any person outside Colchester except as required in discussions with Colchester’s professional advisors.

· No employee shall recommend the purchase or sale of a security whilst in the possession of inside information relating to that security.

The overriding principle is that, under no circumstances, may an employee trade or recommend trading in any security while in possession of inside information relating to that security.

Colchester employees should not initiate market rumours. The discovery of any such practice will result in disciplinary action against the employee concerned (in line with documented disciplinary procedures). In the event that employees receive information which they consider to be a rumour, then this information should not be passed on to or discussed with parties outside of Colchester without emphasising that the information in question is unproven and likely to be a rumour. Rumours relating to specific securities that are likely to be traded for client accounts should be reported to Compliance.

6. Error Policy

On rare occasions, an error may occur with respect to a separate client account or Fund transaction. For example, an erroneous purchase or sale of a security or other financial instrument (such as a spot or forward currency contract) may happen, or Colchester may inadvertently breach investment guidelines. When Colchester bears responsibility for the error, the firm generally seeks to place the client account or Fund concerned in a substantially similar position as it would have been in had the error not occurred; clients and Funds will be reimbursed for losses and should benefit from any gains resulting from such errors.

In certain circumstances, Colchester may be required to obtain the consent of its regulators (which may include but are not limited to the FCA, the SEC or the CFTC), an independent fiduciary on behalf of its clients, its fund regulators and/or its insurers before resolving an error. Obtaining these consents or correcting the error may result in, among other things, delays in placing the client account or Fund in a substantially similar position as it would have been in had the error not occurred, the payment of compensatory amounts (these payments may, in certain circumstances, be paid over a period of years) and/ or the suspension of the calculation of a client account’s or Fund’s net asset value.

Any Colchester employee who identifies an error must immediately bring it to the attention of the Chief Compliance Officer and other appropriate senior managers. Together, they should decide on what corrective action to take to protect clients and minimise their loss.

The Chief Compliance Officer and/or other appropriate senior managers will, where appropriate, promptly notify a client of an error affecting that client’s account, and will discuss with the affected client any additional steps to correct the error and to prevent similar errors in the future.

7. Complaints

A complaint is defined as any communication (whether verbal or written), whether justified or not, that expresses concern about services provided by Colchester. Colchester will deal with any complaint received from a client or other source seriously and impartially.

All complaints must be passed to the Chief Compliance Officer who will determine if it is appropriate to treat the matter as a ‘complaint’ subject to this Policy. This determination may be based on whether the complainant or the firm which the complainant represents has suffered (or may suffer) financial loss, material distress or material inconvenience. Provided it has been established that the matter is a complaint, the Chief Compliance Officer or their designate will investigate the complaint (or ensure that the complaint is handled in an independent manner) and thereafter agree an appropriate course of action with the Chief Executive Officer. All complaints will be acknowledged promptly in writing and, unless the matter can be resolved immediately, the complainant will be kept informed of the progress of their complaint. Colchester will investigate the complaint competently, diligently and impartially, and assess the complaint fairly, consistently and promptly. Within eight weeks of receipt of the complaint, Colchester will provide the complainant with a substantive response setting out whether it accepts the complaint, what redress or remedial action it will take, or whether the complaint is rejected, in which case Colchester will give the reasons why. If the complainant has not replied to Colchester’s substantive response within a further eight weeks, Colchester will treat the complaint as closed.

In certain circumstances, the complainant may be eligible to take their complaint to the Financial Ombudsman Service if the complaint is not resolved to the satisfaction of the complainant. The Chief Compliance Officer will provide those complainants who are eligible with further details of their options in this regard.

The Chief Compliance Officer keeps a written record of the complaint, with details of any investigation and/or action taken, for seven years from the date of receipt of the complaint.

8. Training and Attestation

a) Training on Code of Ethics

Colchester believes that implementing a professional ethics training programme is essential to meeting its regulatory requirements and therefore it provides mandatory in-house ethics training to all employees on an annual basis.

Training is undertaken using a variety of media including in-house training sessions, online training, webinars and handouts. Training topics include a review of appropriate ethical standards, applicable jurisdictional laws and regulations relating to personal account dealing, privacy and confidentiality, conflicts of interest, internal controls and on-boarding procedures and market conduct, among other topics.

The ethics training programme is delivered by both the Chief Compliance Officer (qualified Lawyer) and the Senior Compliance Officer (qualified Chartered Accountant).

The scope of employee training is subject to annual review and modification in order to ensure compliance with the highest ethical standards and regulatory requirements.

b) Violations of Code of Ethics

Violations should be reported immediately to the Chief Compliance Officer who will decide whether further action is required. The Chief Compliance Officer takes steps to ensure the source of information is not disclosed.

c) Employee Acceptance of Code of Ethics

All new employees must sign an acknowledgement that they have received and read a copy of the Compliance Manual and Employee Handbook and that they agree to comply with Colchester’s policies and procedures at all times, including the Code of Ethics. Each employee is responsible for maintaining familiarity with the Code of Ethics as it may be revised from time to time.

EX-99.B(P)(15) 7 a20-36976_1ex99dbp15.htm EX-99.B(P)(15)

Exhibit 99.B(p)(15)

SECTION 1. CODE OF ETHICS AND RELATED POLICIES

SECTION 1.1 NUVEEN CODE OF ETHICS

Nuveen Compliance | 26 August 2019 Code of Ethics activity of the specific adviser(s) or Affiliated Funds with which you are involved. For other employees, personal trading is typically monitored against the trading activities of all advisers affiliated with Nuveen. You will generally not be permitted to execute transactions in a security on any day when an Affiliate-Advised Account or Portfolio managed by the adviser(s) that you are monitored against has a pending buy or sell order for that security. S U M M A R Y A N D S C O P E What the Code is about Helping to ensure that Nuveen personnel place the interests of Nuveen clients ahead of their own personal interests. INVESTMENT PERSON An Access Person who meets any of the following criteria will in addition be considered an Investment Person: Who the Code applies to and what the implications are This Code applies to individuals in the following categories: • The Access Person is a Portfolio Manager, Research Analyst or Research Assistant, or they otherwise participate in making recommendations or decisions concerning the purchase or sale of securities in any Affiliate-Advised Account or Portfolio. The Access Person has been designated an Investment Person by the Nuveen Ethics Office. • Nuveen Employees based in the US or Canada (except employees of Gresham Investment Management LLC, Westchester Group Investment Management, Inc., and any employees of Greenwood Resources, Inc. who are based outside of Portland, Oregon). Employees of any US-registered investment adviser who are based outside the US, except Gresham Investment Management LLC and Greenwood Resources, Inc. Consultants, interns, and temporary workers based in the US or Canada whose contract length is 90 days or more, unless the Nuveen Ethics Office determines otherwise. Any TIAA employees designated as Access Persons by the TIAA-CREF Funds Chief Compliance Officer or the Nuveen Ethics Office. • Key characteristics of this designation. The vast majority of Investment Persons are employees of Nuveen’s affiliated investment advisers. An Investment Person is prohibited from transacting in securities during the period starting 7 calendar days before, and ending 7 calendar days after, any trade in an Affiliate-Advised Account or Portfolio for which he/she has responsibility. In addition, an Investment Person’s personal transactions will be reviewed for conflicts in the period starting 7 calendar days before, and ending 7 calendar days after, all trades by their associated investment adviser. In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as determined by the Nuveen Ethics Office. These consequences can apply whether or not the trade was pre-cleared. The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser for which they have been designated an Investment Person. • • • Independent directors and trustees of the TIAA-CREF Funds Complex and Nuveen-sponsored or -branded funds have their own Code of Ethics and are not subject to this one. For individuals who are subject to the Code, there are two designations with different implications: Access Person and Investment Person. ACCESS PERSON All Nuveen Employees who are subject to the Code are considered Access Persons, since they have, or could have, access to non-public information about securities transactions and other investments, holdings, or recommendations for Affiliate-Advised Accounts or Portfolios. Key characteristics of this designation. An individual may be considered an Access Person of multiple advisers affiliated with Nuveen, or of only one. If your regular duties give you access to non-public information, or you are an officer of a Nuveen or TIAA-CREF sponsored or branded fund, your personal trading is generally monitored only against the trading

Code of Ethics Page 2 of 8 Important to understand Some of our affiliated investment advisers may have policies of their own that impose additional rules on the same topics covered in this Code. Check with your manager or local/designated Chief Compliance Officer (CCO) if you have questions. Personal trading is a privilege, not a right. Nuveen Employees are expected to follow the law and adhere to the highest standards of behavior—including with respect to personal trading. Any violation of the Code could have severe adverse effects on you, your co-workers, and Nuveen. You may be held personally liable for your conduct and be subject to fines, regulatory sanctions, and even criminal penalties. Because Nuveen can restrict your trading or take actions such as forcing you to hold a position or to disgorge profits, personal trading carries risks beyond normal market risks. Some requirements in this Code apply to Household Members. Each Household Member (see “Terms with Special Meanings” at right) is subject to the same restrictions and requirements that apply to his/her related Nuveen Employee. The Code does not address every ethical issue that might arise. If you have any doubt at all after consulting the Code, contact the Nuveen Ethics Office for direction. The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a client or regulator). You are expected to follow the Code both in letter and in spirit. Literal compliance, such as pre-clearing a transaction, does not necessarily protect you from liability for conduct that violates the spirit of the Code. If you have questions about how to comply with this Code, consult the Nuveen Ethics Office. nuveenethicsoffice@nuveen.com brother, sister). grandchild. WHO TO CONTACT Nuveen Ethics Office (Americas) Hotline: 1-800-842-2733 extension 22-5599 TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Affiliate-Advised Account or Portfolio Any Affiliated Fund, or any portfolio or client account advised or sub-advised by Nuveen. Affiliated Fund Any TIAA-CREF or Nuveen branded or sponsored open-end fund, closed-end fund, or Exchange Traded Fund (ETF), and any third-party fund advised or sub-advised by Nuveen. Automatic Investment Plan Any program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and allocation. Beneficial Ownership Any interest by which you or any Household Member—directly or indirectly—derives a monetary benefit from purchasing, selling, or owning a security or account, or exercises investment discretion. You have Beneficial Ownership of securities held in accounts in your own name, or any Household Member’s name, and in all other accounts over which you or any Household Member exercises or may exercise investment decision-making powers, or other influence or control, including trust, partnership, estate, and corporate accounts or other joint ownership or pooling arrangements. Code This Code of Ethics. Domestic Partner An individual who is neither a relative of or legally married to a Nuveen Employee, but shares a residence and is in a mutual commitment similar to marriage with such Nuveen Employee. Federal Securities Laws The applicable portions of any of the following laws, as amended, and of any rules adopted under them by the Securities and Exchange Commission or the Department of the Treasury: •Securities Act of 1933. •Securities Exchange Act of 1934. •Investment Company Act of 1940. •Investment Advisers Act of 1940. •Sarbanes-Oxley Act of 2002. •Title V of the Gramm-Leach-Bliley Act. •The Bank Secrecy Act. Household Member Any of the following who reside, or are expected to reside for at least 90 days a year, in the same household as a Nuveen Employee: •Spouse or Domestic• Parent, stepparent, Partner.grandparent. •Sibling.• In-laws, (mother, •Child, stepchild,father, son, daughter, Independent Director Any director or trustee of an Affiliated Fund who is not an "interested person" within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended. Managed Account Any account, including robo-advised accounts, in which you or a Household Member has Beneficial Ownership and for which you have delegated full investment discretion in writing to a third-party broker or investment manager.

Code of Ethics Page 3 of 8 Household Member has Beneficial Ownership AND in which Note that closed-end funds are Reportable Securities. Reportable Transaction Any transaction involving a • • All Managed Accounts. Any Nuveen 401(k) plan account. • Transactions in Managed Accounts. Section 16 Persons: permits transactions in any Reportable Security. your Managed Accounts are reportable. Affiliated Funds. rules thereunder impose certain obligations on persons on a national stock exchange (such as a Nuveen closed-end • Any 401(k) plan account or any other account held • A director of a public company. platform in which open-end, non-Affiliated Funds are Reportable Security cannot be purchased or sold. class of equity security that is registered under Section 12 • A portfolio manager of a Nuveen closed-end fund. Treasury securities. G E N E R A L R E S T R I C T I O N S A N D R E Q U I R E M E N T S BASIC PRINCIPLES • Conduct personal trading in any way that could be inconsistent with your fiduciary duties to a client (even if it does not technically violate the Code). Never abuse a client's trust, rights, or interests. This means you must never do any of the following: Engage in any plan or action, or use any device, that would defraud or deceive a client. Make any material statements of fact that are incorrect or misleading, either as to what they include or omit. Engage in any manipulative practice. Use your position (including any knowledge or access to opportunities you have gained by virtue of your position) to personal advantage or to a client’s disadvantage. This would include, for example, front-running or tailgating (trading directly before or after the execution of a large client trade order), or any attempt to influence a client's trading to enhance the value of your personal holdings. 1. 2. Handle conflicts of interest appropriately. This applies not only to actual conflicts of interest, but also to any situation that might appear to an outside observer to be improper or a breach of fiduciary duty. • • • • 3. Keep confidential information confidential. Always properly safeguard any confidential information you obtain in the course of your work. This includes confidential information related to any of the following: • Any Affiliate-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen. New products, product changes, or business • initiatives. TERMS WITH SPECIAL MEANINGS (continued) Nuveen, LLC and all of its direct or indirectReportable Security Any security EXCEPT: subsidiaries worldwide.• Direct obligations of the US government (indirect Nuveen Employee Any full-or part-time employee ofobligations, such as Fannie Mae and Freddie Mac Nuveen, and any consultants, interns or temporary workerssecurities, are reportable). designated by the Nuveen Ethics Office.• Certificates of deposit, bankers' acceptances, Private Placement Any offering exempt from registrationcommercial paper, and high quality short-term debt under the Securities Act of 1933, such as a private equity(including repurchase agreements). investment, hedge fund, or limited partnership.•Money market funds. Reportable Account Any account for which you or a•Open-end funds that are not Affiliated Funds. securities can be bought or held. This includes, among others: Reportable Security EXCEPT: • Any 401(k) plan account from a previous employer thatTransactions involving Nuveen closed-end funds in any of •Any direct holding in an Affiliated Fund.• Transactions under an Automatic Investment Plan; note • Any retirement account or health savings account (HSA)that transactions that override the pre-set schedule or that permits the purchase of any Reportable Security, andallocation are reportable. any 529 college savings plan that permits the purchase ofSection 16 Person Section 16 of the Exchange Act and the The following are NOT considered Reportable Accounts:specified in section 30(h) of the Investment Company Act •Charitable giving accounts.of 1940, as well as insiders of any public company that trades directly with a mutual fund complex or mutual fund-onlyfund). For purposes of Section 16, an “insider” is: the only possible investment.•A designated officer of a public company. • Any cash management account with a broker in which a• A person who beneficially owns 10% or more of any •Any accounts that can invest only in non-Reportableof the Exchange Act. Securities, such as cryptocurrencies or US Persons subject to Section 16 include portfolio managers of the Nuveen closed-end funds.

Code of Ethics Page 4 of 8 • Past, current, and prospective clients, including their identities, investments, and account activity. • Request pre-clearance on the same day you want to trade, during standard US trading hours (9:30 AM to 4:00 PM ET). Be sure your pre-clearance request is accurate as to security and direction of trade. Wait for approval to be displayed before trading. If you receive approval, you may only trade that same day, and only within the scope of approval. If you do not receive approval, do not trade. Place day orders only. Do not place good-til-canceled orders. You may place orders for an after-hours trading session or in foreign markets using that day’s pre-clearance approval, but you must not place any order that could remain open into the next day’s trading session. "Keeping information confidential" means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others. This includes: • Making sure no confidential information is visible on your computer screen and desk when you are not there. •Not sharing passwords with others. • Using caution when discussing business in any location where your conversation could be overheard. Confidential information may be released only as required by law or as permitted under the applicable privacy policy(ies). Consult the Nuveen Ethics Office or your local/designated CCO before releasing any confidential information. 4. Handle Material Non-Public Information properly. Follow all of the terms described in “Material Non-Public Information” below. Be aware that any failure to handle such information properly is a serious offense and may lead to disciplinary action from Nuveen as well as serious civil or criminal liability. • • 9. Hold positions in securities that are subject to pre-clearance for 6o calendar days, or be prepared to forfeit any gains. Several things to note: You may be required to surrender any gains realized (net of commissions) through a violation of this rule. The 60-day holding requirement is tested on a last-in-first-out basis, across all of your holdings (not just within individual accounts). The 60-day holding requirement extends to any options or other transactions that may have the same effect as a purchase or sale, and to all Reportable Securities except Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs), Unit Investment Trusts (UITs), and open-end Affiliated Funds. Nuveen-branded or sponsored closed-end funds are subject to the 60-day holding requirement. You may sell the security on the 6oth day after purchase, provided you obtain pre-clearance or an exemption applies. You may re-purchase a security immediately after executing a sale of that same security, which will trigger a new 60 calendar day holding period. You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies. • • 5. Comply with Federal Securities Laws. Any violation of these laws is punishable as a violation of the Code. • 6. Never do anything indirectly that, if done directly, would violate the Code. Such actions will be considered the equivalent of direct Code violations. 7. Promptly alert the Nuveen Ethics Office or your local/designated CCO of any actual or suspected wrongdoing. Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code. If you prefer to report confidentially, call the TIAA Confidential Helpline at 1-877-774-6492. Note that failure to report suspected wrongdoing in a timely fashion is itself a violation of the Code. • • • PRE-CLEARANCE AND HOLDING REQUIREMENTS 8. Pre-clear any trade in Reportable Securities, including certain Affiliated Funds (see box on next page for additional information). If your trade requires pre-clearance, request approval through the Protegent PTA system (PTA) before you or any Household Member places an order to buy or sell any Reportable Security. Any approval you receive expires at the end of the day it was granted; however, you may place after-hours trades in international markets until 11:59 PM local time on that day. When requesting pre-clearance, follow this process: 10. Comply with trading restrictions described in the prospectuses for all Affiliated Funds. This includes restrictions on frequent trading in shares of any open-end Affiliated Fund. 11. Pre-clear any transaction in a Managed Account that involves your influence. You must also immediately consult with the Nuveen Ethics Office to discuss whether the account in question can properly remain classified as a Managed Account.

Code of Ethics Page 5 of 8 12. Obtain the required approvals before any transaction in a Private Placement. For any private funds advised or sub-advised by Nuveen, you must obtain approval for all transactions (initial investment, subsequent investment, sales/redemptions) except additional capital calls. For all other Private Placements, you must obtain approval for initial and subsequent investments but not sales/redemptions. Approval is required even if the investment is made in a Managed Account. OTHER RESTRICTIONS 13. Never knowingly trade any security being traded or considered for trade by any Affiliate-Advised Account or Portfolio. This applies to employee transactions in securities that are exempt from pre-clearance, and includes equivalent or related securities. For example, if a company’s common stock is being traded, you may face restrictions on trading any of the company’s debt, preferred, or foreign equivalent securities, and from trading or exercising any options based on the company’s securities. 14. Always prioritize client trades over personal trades. Your fiduciary duties to the client are far more important than your personal trading, which is a privilege and not a right. Never delay or in any way alter the timing or terms of a client trade for your personal benefit. 15. Do not engage in trading that involves single stock futures, uncovered short sales or uncovered options on individual securities. For any short position you must own the underlying security in equal notional value. Options are permitted only to generate income or for hedging (that is, selling calls or writing puts that are offset by existing long positions), with the following exceptions: •You may buy or sell (write) uncovered long-term options (those with an expiration of 1 year or more from the date of purchase), subject to the 60-day holding period. •Hedging with puts or with shorts against the box is permitted, however, unless the transaction is a covered call (which can be written when you acquire the underlying position), you must first hold the underlying position for 60 days. 16. Never participate in an investment club or similar entity. 17. Do not engage in excessive or inappropriate trading activity. Never let personal trading interfere with your professional duties. The Nuveen Ethics Office and/or your local/designated CCO, in consultation with your manager, will determine what constitutes excessive or inappropriate trading. 18. Pre-clear the sale of securities in a margin account. Margin accounts are permitted, however you must obtain pre-clearance when selling to meet a margin call, even if the transaction is initiated by a broker. WHAT NEEDS TO BE PRE-CLEARED Pre-clearance required •All actively initiated trades in Reportable Securities, except those listed here under “No pre-clearance required.” • Restricted stock or employee stock options accrued during prior employment or a Household Member’s employment require pre-clearance. If pre-clearance is denied, you may contact the Nuveen Ethics Office to request reconsideration. Be aware that pre-clearance can be withdrawn even after it has been granted, and even after you have traded, if Nuveen later becomes aware of Affiliate-Advised Account or Portfolio trades whose existence would have resulted in denial of pre-clearance. In these cases you may be required to reverse a trade and/or forfeit an appropriate portion of any profit, as determined by the Nuveen Ethics Office. Pre-clearance not required • Shares of any open-end mutual fund (including Affiliated Funds). •ETFs, ETNs, UITs. •CDs and commercial paper. • Securities acquired or disposed of through actions outside your control or issued pro rata to all holders of the same class of investment, such as automatic dividend reinvestments, stock splits, mergers, spin-offs, or rights subscriptions. •Sales pursuant to a bona fide tender offer. • Trades made through an Automatic Investment Plan that has been disclosed to the Nuveen Ethics Office in advance. • Trades in a Managed Account (except that you must pre-clear any trades that involve your influence, any initial purchases of private placements, purchases in any equity IPO, and any sales or redemptions of private placements that are branded, sponsored, advised or sub-advised by Nuveen). •Foreign currencies, including futures. •Commodity instruments. •Index options and index futures. •Direct investments in cryptocurrencies.

Code of Ethics Page 6 of 8 19. Never purchase an IPO without advance approval. This includes Managed Accounts. Equity IPO participation is generally prohibited, but approval may be granted in special circumstances, such as when: • You already have equity in the company and are offered shares. • You are a policy holder or depositor in a company that is demutualizing. • A family member has been offered shares as an employee. Purchases of initial offerings of fixed income securities, convertible securities, preferred securities, open-and closed-end funds, commodity pools, and secondary equity offerings are generally permitted subject to prior approval from the Nuveen Ethics Office. take any action in relation to the information, including regarding any security, securities-based derivatives or communicating the information to anyone else. Information is material if both of the following are true: Material Non-Public Information, including whether such when making an investment decision. • Public release of the information would likely affect the what steps should be taken. • If the Nuveen Ethics Office, your local/designated CCO distributed through a widely used public medium, such Public Information: communication. securities, whether on behalf of an Affiliate-Advised – Do not in any way recommend, encourage, or influence • Any time you think you might have, or may be about to, not specifically disclose or reference the Material Non-(whether in connection with your position at Nuveen or – Do not communicate the Material Non-Public alert your local/designated CCO or Legal office, who in Nuveen, except in discussions with the Nuveen Ethics the instructions you are given. R E P O R T I N G R E QU I R E M E N T S UPON BECOMING A NUVEEN EMPLOYEE 20. Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code. This includes certifying that you have read the Code, understand it, recognize that you are subject to it, have complied with all of its applicable requirements, and have submitted all Code-required reports. For each Reportable Security, provide the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and the principal amount (dollar value). This information must be no older than 45 calendar days before your first day of employment. Note that there are separate procedures for Managed Accounts, as described below in item 24. Within 10 calendar days of starting at Nuveen, report all current investments in private placements (limited offerings). Limited offerings are Reportable Securities. 22. Within 3o calendar days of starting at Nuveen, move or close any Reportable Account that is not at an approved firm. This does not include Reportable Accounts that are 401(k), HSA, or 529 accounts. Contact the Nuveen Ethics Office if you are unsure whether your 21. Within 10 calendar days of starting at Nuveen, use PTA to report all of your Reportable Accounts and holdings in Reportable Securities. For each Reportable Account, upload the most recent statement, making sure that it includes information about the broker, dealer, or bank through which the account is held and the type of account. MATERIAL NON-PUBLIC INFORMATION What is Material Non-Public Information?• Until you receive further instructions from the Nuveen Material Non-Public Information is defined as informationEthics Office, your local/designated CCO, or Legal, do not issuer of a security that is both material and non-public.trading or recommending the relevant securities or • A reasonable investor would likely consider it important• Never make decisions on your own regarding potential information is actually Material Non-Public Information or price of a security. Information is generally non-public if it has not beenand/or Legal determine that you have Material Non-as a press release or a report, filing or other periodic– Do not buy, sell, gift, or otherwise dispose of the issuer’s Restrictions and requirementsAccount or Portfolio, yourself, or anyone else. come into possession of Material Non-Public Informationothers to transact in the issuer’s securities, even if you do not), alert the Nuveen Ethics Office. Alternatively, you mayPublic Information. turn must promptly notify the Nuveen Ethics Office. FollowInformation to anyone, whether inside or outside Office and Legal and as expressly permitted by any confidentiality agreement or supplemental policies and procedures of your business unit.

Code of Ethics Page 7 of 8 account must be held with an approved firm. The list of approved firms is maintained by the Nuveen Ethics Office and may be accessed on PTA. Under very limited circumstances, it may be possible to obtain a waiver to keep a Reportable Account at a non-approved firm. Examples include: EVERY QUARTER 25. Within 30 calendar days of the end of each calendar quarter, verify in PTA that all Reportable Transactions made during that quarter have been reported. PTA will display all transactions of yours for which it has received notice (except transactions in your TIAA pension or and retirement plan accounts, which you are not required to report because the firm accesses this information directly). For any other Reportable Transactions not displayed, or displayed inaccurately, you are responsible for making any necessary revisions in PTA to complete your certification. 26. For each Reportable Transaction, you must provide, as applicable, the transaction date, security name and type, ticker symbol or CUSIP, interest rate (coupon) and maturity date, number of shares, price at which the transaction was effected, principal amount (dollar value), the nature of the trade (buy or sell), and the name of the broker, dealer, or bank that effected the transaction. It is very important that you carefully review and verify the transactions and related details displayed on PTA, checking for accuracy and completeness. Once again, if you find any errors or omissions, correct or add to your list of transactions in PTA. • An account owned by a Household Member who works at another financial firm with comparable restrictions. An account that holds securities that cannot be transferred. An account that cannot be moved because of a trust agreement. • • To apply for an exception, contact the Nuveen Ethics Office. For any account granted an exception, arrange for the Nuveen Ethics Office to receive duplicates of all periodic statements. If a firm cannot provide duplicate statements directly to the Nuveen Ethics Office, you must take responsibility for providing them yourself. In all cases, if your accounts are not held at an approved firm, you must manually enter all executed transactions in PTA within 5 days of execution. At the discretion of the Nuveen Ethics Office, some consultants and temporary workers may not be required to move or close Reportable Accounts. EVERY YEAR 27. Within 45 calendar days of the end of each calendar year, acknowledge receipt of the most recent version of the Code and certify in PTA as to your Annual Holdings and Accounts Report. The report must contain the information described in item 20 above, and include your certification that you have reported all Reportable Accounts, and all holdings in Reportable Securities at year end. If any of your holdings in Reportable Securities are not displayed in PTA or are displayed inaccurately, you are responsible for making any necessary revisions in PTA to complete your certification. In addition, you must affirm each year through PTA that each Managed Account is properly classified as a Managed Account, for yourself and on behalf of any Household Member. This separate certification does not require broker or investment manager involvement. You also must acknowledge any amendments to the Code that occur during the course of the year. WHEN OPENING ANY NEW REPORTABLE ACCOUNT (INCLUDING A MANAGED ACCOUNT) 23. Get pre-approval for any new Managed Account before any trading activity commences. Using the appropriate form (available from the Nuveen Ethics Office), provide representations that support the classification of the account as a Managed Account. For an account to be classified as a Managed Account, the account owner must have no direct or indirect influence or control over the securities in the account. The form must be signed by the account’s broker or investment manager and by all account owners. You may be asked periodically to confirm these representations. Note that if the Managed Account is not maintained at an approved firm, you are also responsible for providing duplicate statements for the Managed Account to the Ethics Office, if requested. 24. Report any new Reportable Account (other than a Managed Account) that is opened with an approved firm. Do this within 10 calendar days of the date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event.

Code of Ethics Page 8 of 8 when joining Nuveen as well as periodically during the of employment. The Code has been adopted in recognition of Nuveen’s CODE ADMINISTRATION Training You will be required to participate in training on the Code time you are subject to the Code. Exceptions The Code exists to prevent violations of law. The Nuveen Ethics Office may, under certain circumstances, grant waivers from a Code requirement. No waivers or exceptions that would violate any law will be granted. Monitoring The Nuveen Ethics Office is responsible for monitoring transactions and holdings for any violations of this Code. Consequences of violation Any individual who violates the Code is subject to penalty. Penalties could include, among other possibilities, a written warning, restriction of trading privileges, disgorgement of trading profits, fines, and suspension or termination Applicable rules fiduciary obligations to clients and in accordance with various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Affiliated Funds advised by Nuveen Fund Advisors, LLC, TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC under Rule 17j-1. Some elements of the Code also constitute part of Nuveen’s response to Financial Industry Regulatory Authority (FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC. ADDITIONAL RULES FOR SECTION 16 PERSONS • Pre-clear (through PTA) any transactions in Nuveen closed-end funds and any other closed-end funds of which you are a Section 16 Person. Your request will be reviewed by Legal. • Pre-clear buy/sell transactions involving any Nuveen closed-end funds within your Managed Account(s). • When selling for a gain any securities you buy that are issued by the entity of which you are a Section 16 Person, make sure it is at least 6 months after your most recent purchase of that security. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in-first-out basis. You may be required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are a Section 16 Person, no exception from pre-clearance is available. • Promptly email details of all executed transactions in these securities to the appropriate contact in Legal. • See the Nuveen Funds Section 16 Policy and Procedures for additional information. If you are unsure whether you are a Section 16 Person, contact Legal or the Nuveen Ethics Office.

SECTION 1.1A NWQ INVESTMENT MANAGEMENT COMPANY, LLC SUPPLEMENT TO THE NUVEEN CODE OF ETHICS

NWQ INVESTMENT MANAGEMENT COMPANY, LLC SUPPLEMENT TO THE NUVEEN CODE OF ETHICS DATED AUGUST 26, 2019 The following restrictions and procedures are supplemental to the Nuveen Code of Ethics dated August 26, 2019 (the “Code”) and are applicable to Investment Persons of NWQ Investment Management Company, LLC (“NWQ”). I. I n v e s t m e n t P e r s o n D e s i g n a t i o n All NWQ employees and Multi-Hatted Traders* have been designated Investment Persons for purposes of administering the Code. Additionally, certain Nuveen employees have been designated as NWQ Investment Persons for purposes of administering the Code. II. Review of Investment Person Trades for Conflicts The personal trading activities of all NWQ Investment Persons will be reviewed for conflicts in the period starting seven calendar days prior to a trade by NWQ and ending seven calendar days after a trade by NWQ. Only transactions executed as a result of an investment decision (“block” and “strategy” trades as determined by NWQ) shall be subject to this review; other NWQ trades, e.g. those resulting from cash flow events, shall not be subject to this review. *Multi-Hatted Traders are certain NWQ, Nuveen Asset Management, LLC (“NAM”) and Santa Barbara Asset Management, LLC (“SBAM”) employees who place equity securities transactions for execution on behalf of NWQ, NAM and SBAM. May 2, 2016 September 15, 2016 July 1, 2017 July 1, 2018 January 1, 2019 August 26, 2019 January 2, 2020

SECTION 1.1B NUVEEN MATERIAL NONrPUBLIC INFORMATION AND INSIDER TRADING POLICY

Nuveen Compliance | 11 November 2019 Material Non-Public Trading Policy S U M M A R Y A N D S C O P E Information and Insider activities and what they mean. You are also responsible for deciding when to seek guidance or clarification. What this policy is about Ensuring all employees identify and properly handle Material Non-Public Information (MNPI) in order to prevent violations of Federal Securities Laws stemming from the misuse of such information. Who this policy applies to •All Permanent Employees, consultants, interns, and temporary workers in the US, Canada and Latin America. Important to understand Purchasing or selling securities while in possession of relevant MNPI is a violation of Federal Securities Laws on Insider Trading. This includes securities transactions for client accounts or for personal accounts you own or have beneficial ownership in. Advising others to trade in a security while in possession of relevant MNPI is also a violation of Federal Securities Laws. Private Side Employees may come into possession of MNPI in the normal course of performing their job responsibilities. This policy is intended to establish a barrier around Private Side Employees to ensure that MNPI is properly segregated with Private Side Employees and is not inappropriately shared with or accessed by other employees. Other employees can encounter MNPI as well. Employees of a Nuveen Equity and Fixed Income Adviser, or others who are not Private Side Employees, could potentially receive MNPI when interacting with executing brokers, underwriters, or officers of publicly traded companies, among others. In these cases, you must always adhere to this policy to ensure the proper handling and safeguarding of MNPI. This policy may overlap with business unit policies. Your business unit may have supplemental policies on MNPI. You are responsible for knowing which policies apply to your TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Insider Trading Purchasing or selling a security (or any derivative thereof), or directing transactions on behalf of others, while in possession of MNPI related to the security. Nuveen, LLC and all of its direct or indirect subsidiaries worldwide. Nuveen Equity and Fixed Income Advisers Any Nuveen equity or fixed income registered investment adviser, which specifically includes Nuveen Asset Management, Nuveen Investments Advisers, NWQ, Santa Barbara Asset Management, Symphony Asset Management, TIAA Public Investments, and Winslow Capital. Federal Securities Laws The applicable portions of any of the following laws, as amended, and of any rules adopted under them by the Securities and Exchange Commission or the Department of the Treasury: •Securities Act• Investment Advisers of 1933.Act of 1940. Sarbanes-•SecuritiesOxley Act of 2002. Exchange Act of 1934.• Title V of the Gramm-•InvestmentLeach-Bliley Act. •The Bank Functional Support Employee All Permanent Employees who work in compliance, legal, finance, human resources, risk management, investment oversight, performance reporting and analytics, or operations and technology. Functional Support Employees are not Private Side Employees. Material Non-Public Information Information regarding any security, securities-based derivatives or issuer of a security that is both material and non-public. Information is material if both of the following are true: • A reasonable investor would likely consider it important when making an investment decision. • Public release of the information would likely affect the price of a security. Information is generally non-public if it has not been distributed through a widely used public medium, such as a press release or a report, filing, or other periodic communication. Permanent Employee Any full-or part-time employee of Nuveen, NOT including consultants and temporary workers. Private Side Employee Employees who may come into possession of MNPI in the normal course of performing their job responsibilities and who do not invest in public securities in the ordinary course of business. This includes all employees of AGR Partners, Churchill Asset Management, Nuveen Private Markets, and TH Real Estate.

Material Non-Public Information and Insider Trading Policy Page 2 of 4 G E N E R A L R E S T R I C T I O N S A N D R E Q U I R E M E N T S 1.Do not buy or sell any securities (or derivatives on them) while in possession of relevant MNPI. This applies to any client account or personal account you own or control. An exception may be made for a transaction in a client account where the counterparty has provided a “Big Boy Letter” that includes certain representations concerning their access to information. Get approval from Legal before executing any trade that would rely on this exception. 2. Never engage in tipping. Any type of effort to persuade, influence, or induce others to trade in an issuer’s securities while you are in possession of relevant MNPI is considered tipping. This is true even if the targets of your efforts do not know what the MNPI is or do not even know it exists. Reporting MNPI Situations 3. Learn the definition of MNPI and promptly report all instances in which you come into possession of MNPI. Always err on the side of caution. If you come into possession of information that you believe could be MNPI, report it. Prompt reporting is critical. The preferred way to report MNPI is by completing the “MNPI Reporting form” available on PTA. Alternatively, you may contact the Nuveen Ethics Office, Americas, directly, or contact your local/designated CCO, who will submit the form for you. Safeguarding MNPI 5. Exercise proper care to ensure any MNPI in your possession is not inadvertently shared with unauthorized personnel. MNPI should never be shared with anyone who does not have business purpose to possess such information. 4. Notify Compliance when any MNPI you have reported ceases to be MNPI. Use the same process as above, the "MNPI Reporting form". Examples include: • Never leave MNPI on your desk or visible on your computer screen when stepping away. Place sensitive materials in a locked drawer or cabinet at the end of each day. Adhering to these “clean desk” principles is essential to physically protecting MNPI. Do not leave any materials containing MNPI unattended in shared spaces. Take care when printing or copying documents containing MNPI to collect copies right away. Double-check conference rooms after each meeting to make sure sensitive materials haven’t been left behind. Do not discuss MNPI in any public area. Even within Nuveen, MNPI can inadvertently be transmitted in any hallway, rest room, cafeteria, elevator, or other similar areas. • A transaction has been concluded and publicly announced. A decision has been made not to pursue the transaction. The specific MNPI has aged to the point that it is no longer relevant. Financial results or projections have been publicly announced. The investment has been sold or otherwise does not exist and you are no longer receiving MNPI. The publicly traded securities no longer exist (for example, because of a restructuring). • • • • • • • PHYSICAL BARRIERS All Private Side Employees must occupy their own designated work area that is physically secure and distinct from all other Nuveen or TIAA office space. Access to Private Side office space must be secured by key card access or a locking mechanism with the same effect. Designated Private Side office space may constitute an entire floor or a cordoned-off section within a floor that may also house non-Private Side Employees. Key card access may be granted to Nuveen Executive Committee members or Nuveen Functional Support Employees who have a business purpose to gain access to designated Private Side office space. To request key card access, send an email to SecHotline@tiaa.org. The Nuveen Ethics Office is responsible for the review and approval of all access requests. All other Permanent Employees, including Nuveen Equity and Fixed Income Adviser employees, will not be granted key card access to designated Private Side office space. Non-Nuveen employees of TIAA will generally not be granted key card access to any Nuveen office space (not limited to the Private Side). All requests for key card access will be referred to the Nuveen Ethics Office, Americas, who will consider access person designation and monitoring requirements when responding to such requests.

Material Non-Public Information and Insider Trading Policy Page 3 of 4 6. Do not forward MNPI to a personal email address. This includes both emails and attachments. where required, ensure the appropriateness and business necessity of the communication, and check that no unauthorized persons are included. Do not use “reply all” without checking whether the information is appropriate for all recipients. 7. Carefully review all of your electronic communications for possible MNPI. Encrypt A D D IT IO NA L G ROU P -SPE CIFI C RE ST RICT IO NS Additional Rules for Private Side Employees 8. You may share and discuss MNPI with other Private Side Employees, Functional Support Employees, and Nuveen Executive Committee members provided there is a legitimate business purpose for doing so. Absent a business purpose, MNPI may not be shared. Additional Rules for Nuveen Equity and Fixed Income Adviser Employees 11. You may not share MNPI with employees of any other Nuveen Equity and Fixed Income Adviser without obtaining prior approval from the Nuveen Ethics Office, Americas, or your local/ designated CCO. The Nuveen Ethics Office, Americas, will coordinate approval with the impacted local/ designated CCO. 9. In the event you divulge MNPI to any Nuveen or TIAA employee other than those mentioned above, inadvertently or otherwise, you must immediately report the occurrence to the Nuveen Ethics Office, Americas, or your local/ designated CCO. 12. You may only share MNPI with fellow employees of your investment adviser, Functional Support Employees, or a Nuveen Executive Committee member when there is a business purpose for doing so. 10. You may initiate contact with Nuveen Equity and Fixed Income Adviser employees to discuss market, industry/ sector, company, economic, and similar types of information. In no way may you discuss any company about whom you possess MNPI without obtaining the prior approval from the Nuveen Ethics Office, Americas, or your local/designated CCO. 13. You may initiate contact with Private Side Employees to discuss market, industry/sector, economic, and similar types of information. You may not initiate any company-specific discussion without obtaining prior approval from the Nuveen Ethics Office, Americas, or your local/designated CCO. 14. If you believe that you may have learned MNPI that is not relevant to your business activities, or there was no business purpose to having obtained such information, you must immediately report the occurrence to the Nuveen Ethics Office, Americas, or your local/ designated CCO. SecHotline@tiaa.org WHO TO CONTACT Nuveen Ethics Office, Americas: Hotline: 1-800-842-2733 extension 22-5599 MNPI Mailbox: MNPI@nuveen.com Badge Ethics Request Mailbox: Your local/designated CCO NUVEEN RESPONSIBLE INVESTING (RI) TEAM The RI team is charged with incorporating Environmental, Social, and Governance (ESG) factors into investment analysis and portfolio construction across asset classes. It works with both Nuveen Equity and Fixed Income Advisers and Private Side investment entities. The RI team may interact freely with all such employees, and in general does not require access to MNPI to fulfill its mission. The team does not make any specific investment decisions for any client portfolios. All Permanent Employees who possess MNPI must take care to avoid sharing it with any member of the RI team. If there is a legitimate business purpose to share MNPI with any member of the RI team, the person with the MNPI must obtain approval from the Nuveen Ethics Office, Americas, before sharing.

Material Non-Public Information and Insider Trading Policy Page 4 of 4 trading and transactions by Nuveen Equity and Fixed Income employees are expected to comply with applicable laws, internal procedures. Violation of this policy may result in disciplinary action up and consult with local/designated CCO in regard to maintained by the Nuveen Ethics Office, Americas, to reconcile all MNPI lists on a quarterly basis, working in POLICY ADMINISTRATION Enforcement• Based upon MNPI lists, the Nuveen Ethics Office, As provided in TIAA’s Code of Business Conduct, allAmericas, will impose restrictions and monitor employee regulations, and policies, including this MNPI policy.Advisers on behalf of client accounts in accordance with to and including termination of employment.• The Nuveen Ethics Office, Americas, will escalate Roles and Responsibilities Overviewany transactions of concern in the securities of MNPI The following represents a high-level summary of roleslist companies for further review and disposition. and responsibilities. Detailed operating procedures are• The Nuveen Ethics Office, Americas, will facilitate a process and other Compliance teams as applicable.conjunction with local/designated CCO where applicable. • All first line Permanent Employees are responsible for• The Nuveen Compliance Electronic Communication promptly reporting the receipt of MNPI, safeguardingMonitoring team will monitor electronic communications MNPI, not misusing MNPI, sharing it only in accordanceby, and among, the covered employee population relative to with this policy, and immediately reporting any actual orthe MNPI lists and will escalate items requiring further suspected MNPI policy breaches.attention to the Nuveen Ethics Office, Americas, which • Local/Designated CCOs are responsible forin turn will coordinate with local/designated CCO. establishing procedures as necessary designed to detect potential unreported instances of MNPI. • The Nuveen Ethics Office, Americas, receives reports of MNPI either from local/designated CCO or directly from Permanent Employees and maintains consolidated MNPI lists for the Private Side, the Nuveen Equity and Fixed Income Advisers, Nuveen-all other sources, and TIAA Corporate-wide.

SECTION 1.1C TIAA CODE OF BUSINESS CONDUCT

Code of Business Conduct

A message from Roger Ferguson As we enter our next century of making a difference for the individuals, institutions and communities we serve, each of us can take pride in the fact that TIAA remains one of the most respected names in the financial services industry. We have maintained this honored status not only for what we do, but how we do it: Maintaining the highest ethical standards. In fact, many of you chose to be a part of the TIAA family of companies because of our values and our commitment to “doing the right thing.” Each year, we renew this commitment by reacquainting ourselves with our Code of Business Conduct and attesting to follow it. The Code embodies our high ethical standards and values, and it provides a firm foundation for our mission, brand and commitment to customers. It asks the best of who we are, and strongly encourages each of us to speak up without fear of retaliation when we suspect that something is not right. Please take the time not only to read it, but also to understand and rely upon it in the daily performance of your jobs. As the TIAA family of companies continues to grow around the world, it is imperative that we continue to hold ourselves to the highest standards of conduct and integrity. I am grateful to every employee, past and present, who has contributed to our trusted reputation. The decisions we make today are foundational to the organization we will be tomorrow. I challenge each of us to do our part to help ensure the reputation and success of TIAA for generations to come. Roger W. Ferguson, Jr. President and CEO T I A A C o d e o f Bu s i n es s C o n d uct 1

A message from Vijay Advani In partnership with Roger Ferguson, I’m pleased to share with you the TIAA Code of Business Conduct, which applies to all of us at Nuveen as part of the TIAA family of companies.* The Code is at the heart of our values and our brand. It defines how we conduct business with our clients and how we interact with our colleagues. The principles within the Code are critical for delivering investment excellence, doing right by our clients and enabling an inclusive environment where all employees are valued and can contribute their best. Collectively, these principles safeguard one of our most precious assets—Nuveen’s reputation for honesty and integrity, which is vital to our business success. TIAA and Nuveen have been doing what is right for the client for more than 100 years. I’m proud to be with an organization that has consistently proven that ethics and integrity matter. As we continue to expand globally at Nuveen, we will have an increasingly diverse workforce, with colleagues from around the world. It is our strong company values that unite us and will continue to set us apart from other firms. Thank you for doing your part to ensure that we continue to earn our trusted reputation every day. Together, with the Code of Business Conduct as our foundation, we will achieve our vision of becoming a premier global investment manager. * Please note: This code is in addition to the Nuveen Code of Ethics, which launched in June 2017 and focuses specifically on requirements related to personal trading. T I A A C o d e o f Bu s i n es s C o n d uct 2

The TIAA Code of Business Conduct contains the following sections and topics: Our culture ................................................................................................................................................................. 3 Our values ................................................................................................................................................................... 4 Why does TIAA have a Code of Business Conduct? ......................................................................................................... 5 The Code of Business Conduct with Guidelines ............................................................................................................... 6 Checklist for Ethical Business Conduct........................................................................................................................... 14 Guidelines for managers ............................................................................................................................................. 15 Reporting Possible Misconduct..................................................................................................................................... 16 Appendix ................................................................................................................................................................... 21 Our culture TIAA’s culture, values and brand have been critical factors in our success, and have served as the foundation for why we occupy a unique place in the world of financial services. Our expertise and our unwavering commitment to integrity and service have all contributed to the organization we are today. Simply stated, our culture comes down to each one of us and the values we bring to our work every day. As we live our values, they work to set us apart from others, reinforcing our stellar reputation and bringing new opportunities for our customers and the TIAA family of companies.

Our values For Teachers Insurance and Annuity Association of America (“TIAA”) and its family of companies, we exist to serve our customers and to provide outcomes that truly matter to them. It is our mission to serve, our ability to perform and the values we embrace that make us different. Here are the values that guide us: Put the Customer First We serve amazing people and institutions. By helping our customers achieve financial well-being, we free them up to better serve the world. Take Personal Accountability Promises matter. We live our values, take responsibility, deliver results and follow through on our commitments to our customers and colleagues. Act with Integrity We are defined by who we are and how we conduct ourselves. We refuse to compromise our high ethical standards–ever. We trust each other and earn our customers’ trust every day. Operate as One Team We’re all on the same team and stronger for it. We have each other’s backs and depend on each other to bring unmatched value to our customers. Value Our People Our people make the difference and help TIAA stand above the rest. To exceed our customers’ expectations, we need to help each other succeed. That means creating an inclusive environment and giving everyone opportunities to contribute and grow. Deliver Excellence If it’s worth doing, it’s worth doing well. We have a winning spirit and strive for the best result in everything we do. We are empowered to look for new and better ways to do things for the benefit of our customers and each other. TIAA Code of Business Conduct 4

Why does TIAA have a Code of Business Conduct? The Code of Business Conduct embodies the values and mission for all employees of the TIAA family of companies and makes plain our requirements of conduct for transacting business. The Code serves as an ethical framework for all of our business -related decisions, actions and interactions with our customers, business partners and each other. Our adherence to this framework remains essential for maintaining our trusted brand name, reputation for excellence and continued success worldwide. Solid corporate values have come to be expected in today’s business world, but what sets us apart is the degree to which we incorporate our Code into our daily business conversations, behaviors and decisions. We all must follow the Code of Business Conduct Each employee of TIAA and its group of companies (which includes its subsidiaries, affiliates and companion companies (collectively, “Company”) is required to comply with the TIAA Code of Business Conduct. Compliance with this Code is also expected of vendors, contingent workers and third parties serving this organization. Each employee must attest to having read and understood the Code and agree to follow it. Any employee who does not comply with the Code or fails to cooperate fully in the investigation of an alleged violation is subject to disciplinary action up to and including termination of employment. TIAA takes allegations of observed or suspected violations of the TIAA Code of Business Conduct seriously and conducts prompt investigations. We are all expected to cooperate fully with any such investigations by providing accurate and thorough responses. TIAA Code of Business Conduct 5 The TIAA Code of Business Conduct specifies that we will: Be Honest and Fair Use Good Judgment Be Accountable Be Respectful and Promote Inclusion Comply with Laws and Regulations Protect Customer and Company Information Ask Questions and Speak Up

The Code of Business Conduct with Guidelines

1. Be Honest and Fair We are committed to conducting our business affairs honestly, fairly and with transparency, and believe all three are essential for winning and maintaining our customers’ trust. We must maintain high standards of ethical business conduct and display personal integrity at all times. Doing so is paramount to protecting our Company’s reputation and meeting our commitments to the people with whom we work and the customers and institutions we serve. Guidelines for Being Honest and Fair Deal fairly with everyone, including customers, suppliers, competitors and employees while also remembering your professional responsibility comes before your personal interests. Do not take unfair advantage of another person or party through improper business practices, including: manipulation, fraud, coercion, intimidation, concealment, misuse of confidential information, misrepresentations or criminal wrongdoing. Be clear and forthright concerning your motivations, priorities and decisions. Deliver excellence through outstanding work and service to our customers. Listen to our customers and help them make sound financial decisions. Obtain appropriate approval before engaging in activities that could pose a potential conflict of interest, such as public office, board appointments, political contributions, secondary employment and other outside business activities, business investments and gifts. Your position at TIAA cannot be used for inappropriate personal gain for you or a member of your family. T I A A C o d e o f Bu s i n es s C o n d uct 7 Honesty fairness and straightforwardness of conduct; adherence to the facts Fair just, honorable

2. Use Good Judgment Exercising good judgment involves thinking things through and considering the short-and long-term consequences of a decision or action. This may involve sharing information, working through ideas with others and sometimes holding off on an action to avoid a harmful outcome. We should be thoughtful in our approach and conduct ourselves in a way that aligns with TIAA’s mission and values. Let’s never forget that our Company’s reputation is one of its most valuable assets. Using good judgment is an important way to safeguard it. Each of us plays a vital role in protecting the TIAA name and associated brands and has a stake in the success of our efforts. Guidelines for Using Good Judgment Obtain input and signoff as appropriate from key internal partners before finalizing a decision. Take action to ensure all relevant considerations are taken into account and appropriately weighed, consistent with the Company’s mission and values. Act as a brand ambassador whenever you represent the Company externally, whether for work, business travel or other reasons. Exercise care in the use of email, the Internet and social media on behalf of the Company or when using Company resources. Choose words carefully when responding to inquiries or representing our Company with customers or industry groups. Direct all media-related inquiries to the Company to your Communications representative. Uphold our Company’s values and rules in regard to gifts, entertainment, sourcing and solicitation. Comply with our organization’s policies regarding conflicts of interest. If you are unsure, consult your Compliance Officer or Human Resources representative. Understand, identify and mitigate risks that may arise from your responsibilities, which include knowing what options are available and the impact of your choices. T I A A C o d e o f Bu s i n es s C o n d uct 8 Judgment the process of forming an opinion or evaluation by discerning and comparing

3. Be Accountable We are personally accountable and answerable for what we do, say and write. We not only take ownership of our own job responsibilities, but support our managers, teams and colleagues as they carry out their duties and obligations. We accept the fact that we’re only human and may make mistakes. When mistakes happen, we own our role and do what we can to correct them. Guidelines for Being Accountable Accountable to explain actions and decisions to someone; to be responsible for something Respect and follow internal policies and procedures. Take personal responsibility for your words and actions. Admit to mistakes and take action to correct them. Keep your promises and commitments. Help each other succeed in helping our customers. Work with others to accomplish goals and objectives. Prepare and submit timely and accurate financial reports.

4. Be Respectful and Promote Inclusion Mutual respect and professional conduct are, and have always been, central to our corporate culture. We are aware of and value the diversity of our employees, and take steps to ensure that every company in the TIAA family provides an inclusive workplace for all employees. We understand that our differences make us stronger by vetting our ideas and plans against the experiences and opinions of others, and we value those experiences and opinions for their ability to lead us to better outcomes. We cannot allow our differences to become a source of disrespect, exclusion or discrimination. Rather, they must always be a source of strength that is leveraged for the continued success of the Company. Guidelines for Respect and Inclusion Respect differences of opinion, perspectives or approaches to a particular situation. Treat everyone fairly, without regard to age, race, gender, ethnicity, sexual orientation, gender identity, disability, religion or any other category protected by applicable law. Discrimination, harassment and retaliation are strictly prohibited, as is engaging in intimidating, demeaning or offensive behavior. Value and use diversity and its many dimensions to enrich our business results and practices. TIAA Code of Business Conduct 10 Respect regard, esteem, deference, admiration Inclusion action of including or bringing a person into a group or conversation for purposes of active participation

5. Comply with Laws and Regulations Our business activities are subject to many laws and regulations, including comprehensive regulations governing our insurance, retirement, asset management and banking activities. In addition, non -discrimination and other employment laws govern the workplace. We are committed to conducting our business in a compliant manner. All employees are responsible for understanding and following the specific legal and regulatory requirements that apply to our activities, as well as applicable policies and procedures. Guidelines for Complying with Laws and Regulations Know and comply with federal, state and local laws and regulations applicable to your job responsibilities. Know and comply with corporate, business unit and support area policies and procedures applicable to your job responsibilities. Complete mandatory training and required attestations on time. Maintain required licenses and registrations, including continuing education. Ask for guidance and/or clarification about applicable laws, regulations, policies and procedures when you have a question or are uncertain about their requirements. Report any concerns about matters that may put the Company or our customers at risk or conduct that may violate this Code. You are encouraged to raise good faith concerns without fear of retaliation, which is not tolerated by the Company. TIAA Code of Business Conduct 11 Comply to conform, submit or adapt as required or requested

6. Protect Customer and Company Information All of us who work in the TIAA family of companies are required to protect customer and Company information. That means we should review or share customer information only to the extent permitted, required and necessary to conduct the business of our Company. Proprietary business information—including customer data, investment data, product information and business strategy—should be shared only with appropriate parties on a need-to-know basis. Guidelines for Protecting Customer and Company Information Follow information security and privacy standards and procedures for handling customer and business information. Do not alter, misrepresent or manipulate company records or financial reports. Accurate and thorough records must be maintained in accordance with record retention requirements, including the destruction of company records, as established by law, regulation or company policy. Report any suspicious activity or behavior that could compromise Company or customer information. Immediately report any possible breach of information security or compromise of proprietary data. TIAA Code of Business Conduct 12 Protect to cover or shield from exposure, injury, damage or destruction; guard

7. Ask Questions and Speak Up Our corporate culture empowers employees to Speak Up by asking questions, voicing concerns and sharing opinions in good faith. We work in a complicated business with many legal, regulatory and business requirements, and we face numerous demands on our time. When we are unsure about how to proceed or just want clarification on a matter, we should feel free to ask questions. When you have concerns, Speak Up. You should raise them by speaking to your manager or another manager, or by making a report through the Ethics Helpline. See the Reporting Possible Misconduct section for more information on how to report and to determine the most appropriate reporting solution for your concern. Guidelines for Asking Questions and Speaking Up If there is something you do not understand, ask someone who is in a position to help you. If you have concerns about work-related issues, tell someone who can best do something about it. Do not demean colleagues who express a different opinion, perspective or point of view. Do not retaliate against an employee who Speaks Up. TIAA Code of Business Conduct 13 Speak Up means to ask questions, voice concerns and share opinions in good faith with intent to add value or mitigate a possible risk

Checklist for Ethical Business Conduct Use the following questions to help you follow our Code when representing or making decisions on behalf of the Company. They provide guidance and direction for compliance that may be helpful to you on a daily basis. Please remember... Neither the Code nor these guidelines can anticipate every possible situation. If you need guidance or assistance on a matter related to ethical conduct, speak to your manager or to an employee in a supporting or advisory role, such as Human Resources, Compliance or Internal Investigations. Is the proposed activity legal? Are you acting ethically, fairly and in good faith? Is this activity consistent with TIAA’s values? Are you acting in the best interest of the customer? Could this activity be considered fraudulent or misleading? Could this activity damage TIAA’s reputation or brand image? Could TIAA lose customers if this information were made publicly available? Would you be embarrassed if the detail of this activity were known by your colleagues, team members or family and friends, or if it appeared in a newspaper or on the Internet? Could this activity in any way be interpreted as, or appear to be, inappropriate or unethical behavior? TIAA Code of Business Conduct 14

Guidelines for managers Address right away any suspicions of ethical concerns or misconduct brought to you in good faith and escalate serious concerns for further investigation. Follow up on all reports brought to your attention. Take your management and supervision responsibilities seriously. Inform your team about options for reporting possible misconduct. Point out and explain pertinent laws, regulations, policies and compliance manuals related to your work. Never ignore a report of conduct that is in conflict with our policy of diversity and inclusion. Seek assistance from your Human Resources Business Partner. Do not engage in retaliation against an employee who Speaks Up. Lead by example. Be a role model for personal integrity and ethical business conduct. Answer questions promptly. The sooner you respond, the sooner the problem will be addressed. Encourage employees to ask questions and foster an environment that welcomes them. Provide guidance to direct reports and others who are questioning a decision or course of action. TIAA Code of Business Conduct 15

Reporting Possible Misconduct

If you suspect or witness possible misconduct If you suspect or witness what you believe in good faith to be a violation of this Code, law, regulation or Company policy, Speak Up immediately. It is much easier for TIAA to fix a problem than a damaged reputation. There are a number of different options and ways to relay your concerns. Speak Up without fear of retaliation TIAA encourages employees to voice concerns freely. Fear of retaliation should never be a deterrent to Speaking Up. We take seriously all claims of retaliation against those who Speak Up and will investigate all such claims. The Company does not tolerate retaliation against an employee who Speaks Up, as part of or outside of an investigation. Individuals who retaliate will be subject to disciplinary action up to and including termination of employment. www.tiaaethics.org 704-988-2602 or internalinvestigations@tiaa.org TIAA Code of Business Conduct 17 Speak Up resources1: Lots of ways to be heard Any managerGeneral Counsel for your organization Employee Relations:Compliance Officer for your organization 844-4-TIAAHR (option 7) or HRServices@tiaa.org Ethics Helpline: Any HR Business Partner or similar contact877-774-6492 (anonymous reporting where Internal Investigations:permitted by law) or use the web reporting form: Global Security Team: 866-800-0012 or sechotline@tiaa.org or corporatesecurity@tiaa.org It is important that you call the correct Ethics Helpline number for your company/location. A list of Ethics Helpline phone numbers can be found in the directory at the end of the Code.

Guidelines for reporting misconduct Maintain your integrity. Always report in good faith. Speak Up about any activity that could be harmful to a fellow employee, the brand or the reputation of the Company. Use discretion. If helpful, seek guidance from a trusted partner, such as your HR Business Partner, Compliance Officer, Internal Investigations or your manager. If you are subject to the Advisers Act, report possible noncompliance to your Compliance Officer. Cooperate with any subsequent investigation or other follow-up related to your report. Be specific about the activity you observed or experienced. Be clear about the problem or risk presented by the activity when reporting a concern. Report to prevent or stop unfair or inappropriate behavior such as harassment or abuse. TIAA Code of Business Conduct 18

Helpline Directory The TIAA Ethics Helpline has dedicated telephone numbers in the countries as indicated below: India United Kingdom 000-800-0501-964 0800-069-8160 United States 1-877-774-6492 For all other countries in the chart below, call center representatives of Convercent and My Safe Workplace will greet you. Please be prepared to provide your employer name so that your report is routed appropriately. Ethics Helpline International Numbers Australia Australia 1-800-763-983 France France 0805-080339 Austria Austria 0800-281119 Germany Germany 0800-181-2396 Brazil* Brazil 0-800-892-2299 Hong Kong Hong Kong 800-906-069 Canada Canada 1-800-235-6302 Italy Italy 800-727-406 Chile Chile 1230-020-3559 Japan Japan 0800-170-5621 China China 400-120-3062 Colombia* Colombia 844-397-3235 Colombia (Bogota-local) +57-13816523 Luxembourg Luxembourg 0-800-27-311 Netherlands* Netherlands 0-800-022-0441 Panama Panama 800-2066 Denmark Denmark 8082-0058 Poland Poland 00-800-141-0213 Finland Finland 0800-07-635 * Anonymous reporting not permitted. TIAA Code of Business Conduct 19

Helpline Directory (cont’d) Romania* Romania 0-800-360-228 Sweden Sweden 020-889-823 Singapore Singapore 800-852-3912 Uruguay Uruguay 000-401-912-22 Spain* Spain 900-905460 * Anonymous reporting not permitted. TIAA Code of Business Conduct 20

Appendix Our Obligations as a U.S. Government Contractor At-Will Employment The Code and Guidelines are not intended to, and do not, create an employment contract (or other contractual obligation) of any kind with any Company employee. Unless otherwise provided by written agreement with your employer, your employment is “at-will,” meaning that either you or your employer may end employment without notice for any reason or no reason at all. Further, nothing herein constitutes conditions of employment or should be construed as express or implied contractual commitments by the Company. Our Company has special obligations regarding fair employment practices and is subject to regulatory oversight of our hiring and workplace policies. We are committed to providing equal opportunity in all of our employment practices, including hiring, promotion, transfer and compensation of all applicants and employees without regard to race, color, sex, sexual orientation, gender identity, religion, age, marital status, national origin, disability, citizenship status, veteran status, genetic information or any other “protected category” set by applicable law. Respect for Your Rights Nothing in this Code or any Company policy shall, or shall be construed to, limit any employee’s right, if any, to discuss the terms and conditions of employment or to engage in protected concerted activity as defined by law (such as the Section 7 of the U.S. National Labor Relations Act). In addition, neither this Code nor any Company policy shall be construed to prohibit you from filing a complaint or communicating, reporting or assisting in the reporting or investigation of possible violations of federal, state or local law or regulations to any governmental agency or self-regulatory organization, or making other disclosures that reasonably may be protected under whistleblower or other provisions of any applicable federal, state or local law or regulation. Prior authorization of, or notice to, TIAA is not required to make any such reports or disclosures. However, the organization wants employees to share such concerns anonymously (in countries where permitted by law), if desired, by contacting the Ethics Helpline without fear of retaliation. Phone numbers for the Ethics Helpline can be found in the Helpline Directory section of this Code. In addition to respecting protected categories, we are respectful and considerate of every individual in the conduct of our business, regardless of differences in belief systems, styles, experiences, perspectives and other things that shape their uniqueness. Non-U.S. Operations As the Company expands its operations internationally, the management principles established in the Code will apply absent potential conflicts with applicable laws in other jurisdictions. These conflicts may involve applicable laws of two or more countries or this Code and applicable non-U.S. laws. If such a circumstance presents, please consult with Oversight and Advocacy for guidance on how to resolve that conflict properly. TIAA Code of Business Conduct 21

C TIAA 1 For associates outside the United States, use the email addresses provided for Employee Relations, Internal Investigations and Global Security as the listed telephone numbers may not be appropriate. For associates in India, use Grievance@in . tiaa .org for Employee Relations and DL SecurityHelpdeskGodrejOne@tiaa.org for Global Security. In some countries, international regulators provide confidential hotlines of which staff must be made aware at their workplace. Telephone instructions for the Ethics Helpline for international associates can be found in the TIAA Code of Business Conduct on pages 18 and 19. TIAA Code of Business Conduct ©2020 Teachers Insurance and Annuity Association of America-College Retirement Equities Fund, 730 Third Avenue, New York, NY 10017 141035974 (03/20)

SECTION 1.2 NUVEEN GLOBAL BUSINESS GIFT, MEAL, AND ENTERTAINMENT POLICY

Nuveen Compliance | 20 February 2020 Global Business Gift, Meal, and Entertainment Policy S U M M A R Y A N D S C O P E What this policy is about Ensuring that Business Gifts, Meals, and Entertainment — whether domestic or international, given or received — do not violate any laws or regulations, including the Bribery Act (UK) of 2010 and similar global anti-bribery laws. The policy also addresses the importance of avoiding, in fact or appearance, any attempt at improper influence, inducement, or compensation. You may accept Business Entertainment and Business Meals from a Business Partner only when there is a business purpose and potential business benefit for Nuveen, and ultimately for our clients. Never view an offer of Business Entertainment or Meals as an entitlement or benefit resulting from your position with Nuveen. Business Gifts, Business Meals and Business Entertainment must never be linked to a specific outcome or arrangement. Currency amounts apply as translated into the appropriate local currency. All US dollar amounts in this policy, whether for value limits, pre-clearance, or reporting thresholds, apply worldwide at the value of each local currency, measured at the time the transaction occurred. Who this policy applies to •All Permanent Employees worldwide (Greenwood and Westchester employees: only those notified by their local/ designated Chief Compliance Officer (CCO)). •Any consultants or temporary workers notified by the Nuveen Ethics Office or their local/designated CCO that this policy applies to them. Important to understand Business Gifts, Business Meals, and Business Entertainment are complex topics involving strict rules and dollar limits as well as the need for good judgment. Before offering or accepting any Business Gift, Business Meal, or Business Entertainment, it’s essential that you be familiar with the rules, including applicable pre-clearance and reporting obligations. However, it’s equally essential that you exercise appropriate judgment in situations that, even if within the rules, could appear improper to an independent observer (such as a regulator or member of the media). Exercise particular caution before providing Business Gifts, Business Meals, or Business Entertainment to government officials, as much stricter rules apply. This applies to government officials at all levels everywhere in the world. Some non-US jurisdictions set stricter rules than US, and these may apply when doing business in those jurisdictions or with Business Partners from such jurisdictions. See the tables on pages 5 and 6. nuveenethicsoffice@nuveen.com TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Business Entertainment Any sporting event (whether you are a spectator or participant), cultural event, or similar entertainment that you and a Business Partner attend together and that one of you provided. Business Gift Anything of value that is given to, or accepted from, a Business Partner. It includes prizes (whether awarded by skill or chance) and any discount or rebate not generally available to the public. Business Meal Any meal or drinks that you and a Business Partner participated in together and that one of you provided. Exception: meals that are in connection with an approved training and education event are not considered Business Meals. WHO TO CONTACT Nuveen Ethics Office, Americas: 1-800-842-2733, extension 22-5599 Nuveen Ethics Office, Europe and Asia-Pacific: gifts.entertainment@nuveenglobal.com 0044 (0) 20 3727 8237

Global Business Gift, Meal, and Entertainment Policy Page 2 of 7 • Is acting on behalf of a government entity, even if just supplier, or provider of any service to Nuveen. Is an officer, employee, or representative of a public of the above, or of an issuer. Close Family Member Any of the following, whether or United Nations. Nuveen, LLC and all of its direct or indirect grandchild. Nuveen, NOT including consultants and temporary workers. • Parent. daughter,brother,sister). official at any level of government in the US and its territories G E N E R A L R E S T R I C T I O N S A N D R E Q U I R E M E N T S General matters 1.Never give or receive a Business Gift, Business Meal, or Business Entertainment if there is any “quid-pro-quo” arrangement. This means that there may never be an understanding (either explicit or implicit) that the Business Gift, Business Meal, or Business Entertainment is specifically linked to a certain business outcome. In particular, Business Gifts, Business Meals, or Business Entertainment cannot be received in return for the purchase or sale of any securities or other property to or from any fund, product, or account managed by Nuveen. 2. Understand what is considered a Business Gift and what is considered a Business Meal or Business Entertainment. To qualify as a Business Meal or Business Entertainment, both you and a Business Partner must be present. If that is not the case, then the value given or received must be reported as a Business Gift, meaning that it will be subject to the explicit $100 limitation on gifts. 3. Never knowingly violate a Business Partner’s gift, meal, or entertainment policies. If you think the value of a planned offer of a Business Gift, Business Meal, or Business Entertainment might exceed the Business Partner's limit, ask the Business Partner to confirm that it HOW TO PRE-CLEAR AND REPORT UNDER THIS POLICY Pre-clearance Use the Protegent PTA system (PTA) to request pre-clearance. If you don't have access to PTA, contact your local/designated CCO, who will coordinate the review and approval with both the Nuveen Ethics Office and your manager, as appropriate. Reporting • For Business Gifts, Business Meals and Business Entertainment that you provide, entries you make in the Concur or Expensys system to process expense reimbursements will also satisfy your reporting obligations under this policy. If your business group does not utilize the Concur or Expensys system, use PTA for these reports. • For Business Gifts, Business Meals and Business Entertainment that you receive, report through PTA . If you don’t have access to PTA, contact your local/designated CCO, who will coordinate the reporting with both the Nuveen Ethics Office and your manager, as appropriate. Refer to the tables on pages 5 and 6 to find out when pre-clearance or reporting is required. TERMS WITH SPECIAL MEANINGS (continued) Business Partner Any: • Is an elected official, a candidate for public office, or is • Current or prospective client, a consultant, or a vendor, an official of a political party, or a political party itself. • Employee, agent, officer, or representative of any temporarily, and you are aware of this. international organization, such as the World Bank or the not they reside in the same household as you: • Spouse or domestic • Child, stepchild, subsidiaries worldwide. partner.• In-laws (mother, father, son,Permanent Employee Any full-or part-time employee of • Sibling. US Government Official Any elected or appointed Non-US Government Official Any individual or entity (such as Guam, the US Virgin Islands or Puerto Rico), and any that meets any of the following criteria with respect to any candidate for federal, state, or local office in the US and government or political party outside the United States: its territories. • Is an employee of any government entity or subdivision This includes any board members or personnel of a state or (including, for example, a government hospital, utility, or local retirement plan or government-controlled enterprise. sovereign wealth fund). • Is an officer or employee of any company that is

Global Business Gift, Meal, and Entertainment Policy Page 3 of 7 is permissible and consult with the Nuveen Ethics Office or your local/designated CCO as appropriate. 4. Never solicit a Business Gift, Business Meal, or Business Entertainment. If someone else solicits any of these from you, politely decline, citing the need for clearance, and report the incident to the Nuveen Ethics Office. 5. Do not provide or pay for a Business Gift, Business Meal, or Business Entertainment with your own money except as specifically allowed under this policy. You must always seek reimbursement from Nuveen. Enter all Business Gifts, Business Meals, and Business Entertainment you provide into the Concur or Expensys system or your local expense reimbursement system; unless the expense is contrary to Nuveen’s expense policy, Nuveen will reimburse you. However, for cases where you have both a personal and business relationship with a Business Partner, see page 4. In certain instances, the Nuveen Ethics Office may also deem it appropriate to consult with and obtain approval from local senior management and/or directors. Additional rules for Business Gifts 9. Never give or accept cash or cash equivalents as a Business Gift. This includes securities, checks, and items such as gift cards and gift certificates. These will be considered cash equivalents even if they can be redeemed only for goods and services. 10. Report all shared Business Gifts, and include them in gift value calculations. For Business Gifts shared among Permanent Employees, one report for each Business Gift is sufficient, but each individual in the group that receives the Business Gift must be noted in the report. For gifts shared across a work group, you may alternatively list the work group and their location/floor. For Business Gifts sent to be shared among employees of a Business Partner, one report is also sufficient, and it should include a reasonable list of each employee of the Business Partner who shared in the gift. 6. Never give or receive Business Gifts, Business Meals, or Business Entertainment that are inappropriate in themselves. This applies to gifts or activities that are illegal or could otherwise raise ethical concerns or damage Nuveen’s reputation. 7. Always check the tables on pages 5 and 6 of this policy for details on whether you must pre-clear and/or report a Business Gift, Business Meal, or Business Entertainment, and whether any specific prohibitions or limits apply. The following are some key points to be aware of: Additional rules for Business Entertainment 11. As referenced in the table on pages 5 and 6, you must preclear and obtain approval from the Nuveen Ethics Office (who will consult with any applicable Chief Compliance Officer) to accept any Business Entertainment that is valued over $300 per person. Accepting Business Entertainment valued over $300 per person without obtaining pre-clearance from the Nuveen Ethics Office shall constitute a violation of this policy. The Nuveen Ethics Office will consider relevant facts and circumstances when determining whether to approve such requests. Note that the strictest application of this standard will be applied to employees engaged in portfolio management, research, or trading activities, and approval to accept Business Entertainment above the $300 threshold is unlikely. 12. If you believe there is a business benefit to attending an event that was not approved by the Ethics Office pursuant to #11 above, consult your manager. If your manager determines that the event is appropriate and beneficial from a business perspective, he/ she can authorize Nuveen to reimburse the host of the event at the greater of face value or market value. However, you must provide notice to the Nuveen Ethics Office of the intent to attend the event and commitment to reimburse the Business Partner host. Reimbursement by Nuveen validates the event’s business purpose and removes any appearance of conflict that would result if the host had funded the entertainment. Never use your own funds (without seeking reimbursement from Nuveen) to reimburse a Business Partner for the cost of attending an event. • For non-governmental Business Partners, before either providing or receiving any Business Meals, or Business Entertainment, you must pre-clear if the amount is expected to exceed $300. There is also an annual $100 limit for Business Gifts given or received, and all Business Gifts must be reported. For government officials, (US or Non-US), stricter limits and requirements apply. Certain jurisdictions may also have stricter limits, which may apply not only to government officials, but also to Business Partners more broadly. Business Meals and Business Entertainment provided or accepted on the same date are considered separate for purposes of any specific limits or requirements. • • • 8. If possible, check with your manager before submitting your pre-clearance request. In those cases where pre-clearance is required, both your manager and the Nuveen Ethics Office will need to approve, so consulting with your manager beforehand will expedite the process. Your local/designated CCO may also play a role in advising you and/or facilitating preclearance with the Nuveen Ethics Office.

Global Business Gift, Meal, and Entertainment Policy Page 4 of 7 13. Never buy tickets from, or sell tickets to, a Business Partner. In addition, do not accept tickets from a Business Partner in return for a charitable donation. 17. You may provide or receive routine ground transportation, such as train, bus, or car service, in connection with a Business Meal, Business Entertainment, or a business meeting. Such transportation does not factor into the value of any related Business Meal or Business Entertainment, and does not require pre-clearance except when it is provided to US Government Officials or Non-US Government Officials. 14. Special rules apply when using Nuveen’s season tickets or arena suites. Except when hosting US Government Officials or Non-US Government Officials, you do not need pre-clearance to host a Business Partner using any season tickets or arena suite to which Nuveen has subscribed. However, the group at Nuveen that administers these tickets must maintain records that include a description of the event and the names and employers of the Business Partners who will attend, along with the names of all Nuveen host(s). In general, the same individual should not be hosted more than four times during a calendar year. Gifts, meals, and entertainment with both business and personal elements 18. In cases where you have both a personal and business relationship with a Business Partner, you must ask the Nuveen Ethics Office to determine whether any gift, meal, or entertainment is considered personal or business. The only exception is gifts, meals, and entertainment between you and Close Family Members, which are always considered to be personal and are not subject to pre-clearance or reporting requirements. In other cases, whether gifts, meals, or entertainment are considered personal or business depends on the circumstances. Factors include: Additional rules for travel and lodging 15. Paying for lodging, air travel, or luxury rail travel as part of Business Entertainment or Business Meals is generally prohibited. However, an exception can sometimes be granted if the lodging, air travel or luxury rail travel is provided in connection with: • An investors meeting (for example, a board meeting or onsite investment property review). You must obtain pre-clearance from the Nuveen Ethics Office. A training/educational event. You must obtain preclearance from your local/designated CCO, who will coordinate with the Nuveen Ethics Office. Note that meals provided in connection with training and educational events are not considered Business Meals. (Registered representatives of Nuveen Securities, LLC should refer to its Cash and Non-Cash Compensation Policy.) A recognition event for certain Business Partners who provide services to Nuveen. You must obtain pre-clearance from the Nuveen Ethics Office. Factors affecting approval in such cases include: whether any broker-dealer registered personnel are involved, the nature of the relationship with the Business Partner, whether the Business Partner is either a US Government Official or a Non-US Government Official, and the value of the travel or lodging. • • Whether there are any actual or perceived conflicts. Whether the personal or business aspect is more significant. Who paid for the gift, meal, or entertainment (the individual or the company). The occasion (birthday or wedding vs. a business accomplishment). • • • If it might reasonably appear that you are in a position to influence Nuveen's business with the Business Partner, the gift, meal, or entertainment will generally be viewed as a Business Gift, Business Meal, or Business Entertainment (except in the case of a Close Family Member), and therefore be subject to all of the requirements of this policy. • 16. Receipt of lodging, air travel (whether on a commercial airline or private plane), or luxury rail travel from a Business Partner is also generally prohibited. An exception may sometimes be appropriate for lodging or travel offered to you in connection with, for example, invitations to speak at conferences. However all such exceptions will be considered on a case-by-case basis. You must obtain pre-clearance from the Nuveen Ethics Office. VALUING A GIFT, MEAL OR ENTERTAINMENT • Gifts given: purchase price (excluding any taxes and shipping). •Gifts received: good-faith estimate of retail value. • Tickets received as entertainment: face value or market value, whichever is higher. You should use a ticket broker’s website to check the market value. If you need assistance, contact the Nuveen Ethics Office. • Meals or entertainment received: good-faith estimate of the cost of your portion of the meal or entertainment (including the portion associated with any guest you plan to bring or have brought). •Meals or entertainment hosted: Actual cost to Nuveen.

Global Business Gift, Meal, and Entertainment Policy Page 5 of 7 SPECIFIC RESTRICTIONS AND REQUIREMENTS FOR NON-GOVERNMENTAL BUSINESS PARTNERS ( s e e n e x t p a g e f o r r u l e s o n G o v e r n m e n t O f f i c i a l s ) Limits • Limited to a TOTAL value of $100 per INDIVIDUAL per calendar year. • Limited to a TOTAL value of $100 per ENTITY per calendar year (meaning you may receive no more than $100 a year in gifts from everyone associated with a given Business Partner). • Do not accept cash or cash equivalents. • UK-based Business Partners: Do not offer, provide, or accept gifts worth $5o or more to/from Business Partners based in the UK. Report • ALL gifts given. If you use Concur or Expensys for reimbursement, this reporting obligation will be satisfied. Otherwise, report gifts within 14 calendar days after you give them. • ALL gifts received (within 30 calendar days after receiving it Exceptions • Items with a Nuveen or Business Partner logo that are valued at less than $50 do not count toward the gift limit and do not need to be reported. • Any meal that costs more than $300 per person. If it is impractical to pre-clear the meal, report it promptly. Pre-clear • UK-based Business Partners: Pre-clear any meals valued above $75 provided to or received from Business Partners while you are in the UK. Meals valued above $300 are strongly discouraged, and require additional senior management approval in the UK. Report • Any meal valued below $300 per person. If you use Concur or Expensys for reimbursement, this reporting obligation will be satisfied. Otherwise, report these meals within 14 calendar days after you provide them. • Any meal valued between $51 and $300 (within 30 calendar days after receiving it). • Any meal that was not expected to cost more than $300 if you think it may have exceeded that amount. Exceptions/ Other Information • Meals valued at less than $51 do not need to be pre-cleared or reported. • Do not accept meals valued above $150 from the same individual more than four times during a calendar year. Pre-clear • If the value of the entertainment will exceed $300 per person (based on actual cost). • If the value of the entertainment will exceed $300 per person (based on the higher of face value and market value at the time of pre-clearance). UK-based Business Partners: Do not provide or accept any type of entertainment to/from Business • Partners while in the UK. Report • Any entertainment valued below $300. If you use Concur or Expensys for reimbursement, this reporting obligation will be satisfied. Otherwise, report such entertainment within 14 calendar days after you provide it. • Any entertainment you accept that is valued below $300 (within 30 calendar days after receiving it). Other Information • Do not entertain or accept entertainment from the same individual more than four times during a calendar year unless you have obtained prior approval from Compliance. Business Entertainment RuleOffered or provided to Business PartnerReceived from or offered by Business Partner Business Meals RuleOffered or provided to Business PartnerReceived from or offered by Business Partner Business Gifts RuleOffered or given to Business PartnerReceived from or offered by Business Partner

Global Business Gift, Meal, and Entertainment Policy Page 6 of 7 SPECIFIC RESTRICTIONS AND REQUIREMENTS FOR GOVERNMENT OFFICIALS • ALL gifts, regardless of value. (Logo item exception applies only for Non-US Government Officials, as described below.) Pre-clear • • Germany and South Korea officials: All gifts are prohibited. UK officials: All gifts are prohibited except Nuveen logo items valued at less than $30. • All other Non-US Government Officials: Nuveen logo items valued at less than $30 are permissible and may be given without pre-clearance or reporting. Limits • Approved gifts are limited to a TOTAL value of $100 per INDIVIDUAL per calendar year. Report • No reporting, as all gifts must be pre-cleared. Exceptions • Exceptions to $100 annual limit may occasionally be made to accommodate local customs and in respect of regulations. Pre-clear • Meals that cost more than $150 per person. Japan, Taiwan, UK, and US officials: Pre-clear ALL meals, regardless of value. Germany and South Korea officials: All meals are prohibited. • • Report • All meals valued at less than $150 per person. If you use Concur or Expensys for reimbursement, this reporting obligation will be satisfied. Otherwise, report these meals within 14 calendar days after you provide them. Other Information • In general, unless prior approval has been obtained by Compliance, you should not provide a meal that exceeds $100 per person to the same official more than four times during a calendar year. Pre-clear • All entertainment, regardless of value. Germany, South Korea, Taiwan, and UK officials: All entertainment is prohibited. • When dealing with Non-US Government Officials in Hong Kong and Australia, it is strongly recommended that you ask them in advance whether they can accept any gift, meal, or entertainment, whether there are any value limits or other conditions, and what information Nuveen may need to provide them to allow them to meet their reporting requirements. These restrictions and obligations are consistent with those found in this policy. RELATED POLICIES The Nuveen Global Anti-Corruption Policy, as well as Doing Business with US State or Local Government Entities, contain restrictions and reporting obligations for gifts, meals and entertainment involving both US and non-US government officials. Business Entertainment RuleOffered or provided to US or Non-US Government Officials Business Meals RuleOffered or provided to US or Non-US Government Officials Business Gifts RuleOffered or given to US or Non-US Government Officials

Global Business Gift, Meal, and Entertainment Policy Page 7 of 7 CCO, employees must use their best judgment as to whether environment is conducive to business conversation. policy. If accepted, the Business Entertainment must be value or market value, whichever is higher). the Nuveen Ethics Office may require reimbursement be Entertainment. Is it permissible to send flowers on behalf of Nuveen member? Yes, so long as you meet all the requirements of a • Confirmation that both you and the Partner’s seat. • Whether you were invited to bring additional person(s) considered to be). What about gifts to or from a Close Family Member Business Partner. or entertainment between you and a Close Family Member is the exclusivity of the course. Nuveen? Gifts, meals, or entertainment completely room, is the meal reportable? If no one from the Business those of different Nuveen affiliates) are not considered must be reported as such. One report is sufficient, but the and therefore do not need to be reported. The same is true of person value cannot cause a recipient to exceed the $100 full sponsored by Nuveen or an affiliate. representative from the Business Partner is present and is Q&A When you are offered Business Entertainment that isWhat if an employee who is required to pre-clear under the $300 pre-clearance threshold (but is subjectBusiness Entertainment receives a last-minute to reporting) what factors should you consider when decidinginvitation to a Business Entertainment event? If there whether to accept the invitation:is no time before the event to enter the request in PTA, or to • The type of event, its appropriateness, and whether the talk to the Nuveen Ethics Office or your local/designated • The estimated value of the tickets (based upon the face accepting the invitation runs counter to the purpose of this • The exclusivity of the event. reported within 30 calendar days of the event. Upon review, Business Partner will attend.made to the Business Partner for the value of the Business • Seat location and your proximity to the Business • Any pre-or post-event meal. to a Business Partner who recently lost a family who are not affiliated with Nuveen to the event.Business Gift (which for policy purposes the flowers are • The frequency of entertainment received from the • For participatory golf events, the cost of greens fees andwho happens to work for a Business Partner? Any gift considered personal and does not need to be reported. What about gifts, meals, or entertainment within If a Business Partner provides a meal for the trading between individuals to whom this policy applies (including Partner is present, the meal is a shared Business Gift and Business Gifts, Business Meals, or Business Entertainment report must list the names of each recipient, and the per-entertainment, meals, or gifts received at an event year aggregate gift limit from the Business Partner. If a there for business purposes, the meal is considered a Business Meal. If the average cost per participating employee is $50 or less, the meal does not need to be reported. If the average is $51 or more, the meal must be reported.

SECTION 1.3 NUVEEN OUTSIDE ACTIVITIES POLICY

Nuveen Compliance | 15 February 2019 Outside Activities Policy S U M M A R Y A N D S C O P E What this policy is about Getting approval before participating in business, investment-related, and certain other types of activities outside of Nuveen. Who this policy applies to • All Permanent Employees worldwide except: - Greenwood and Westchester employees, unless otherwise notified by their local/designated Chief Compliance Officer (CCO) - employees based in France, Germany or Poland • Any consultants or temporary workers notified by Nuveen Compliance or their local Compliance Officer that this policy applies to them. Important to understand Engaging in Outside Activities could have implications for Nuveen’s business from a legal and/ or reputational perspective. Potential issues include actual or perceived conflicts of interest, interference with productivity and duties at work, and conflicts with other policies. There is also the potential for clients or others to mistakenly perceive your personal involvement as representing the involvement or approval of Nuveen. All of these factors will be considered in the approval process. Volunteer work for non-profit organizations and tax-exempt charitable, religious or fraternal organizations is generally not considered an Outside Activity. You do not need to get approval for these activities, unless your involvement includes investment related activities or board participation and the entity has revenues exceeding $50 million during the most recent fiscal year before you begin such involvement. Registered representatives have additional requirements (see page 2). RELATED POLICY: POLITICAL CONTRIBUTIONS AND ACTIVITIES Volunteering for a political entity or cause, including a candidate, PAC, party or 407(b) non-profit organization, requires pre-clearance. See the full policy document for details. WHO TO CONTACT Nuveen Ethics Office, Americas: nuveenethicsoffice@nuveen.com 1-800-842-2733, extension 22-5599 Nuveen Ethics Office, Europe and Asia-Pacific: megan.callaghan@threalestate.com 0044 (0) 20 3727 8237 TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Compensation Any salary, commission, fee, loan, payment of cash or cash equivalents, equity or equity-related interest, security interest, opportunity to receive a future security interest, or any other goods or services given or pledged in connection with service rendered, other than a modest and customary honorarium or gift. Outside Activity Any arrangement in which any of the following is true (except for volunteer work as described previously): • You are an employee, independent contractor, general partner, managing member, agent, representative, sole proprietor, officer or director of another person or an entity other than Nuveen. • You will be compensated, or have a reasonable expectation of compensation from another person or an entity other than Nuveen. • You will be a member of a board or investment committee of any legal entity other than Nuveen, or otherwise be involved in investment-related activities for such an entity. Acting in any capacity at the direction of Nuveen is not considered an Outside Activity. Permanent Employee Any full-or part-time employee of Nuveen, NOT including consultants and temporary workers. Nuveen, LLC and all of its direct and indirect subsidiaries worldwide.

Page 2 of 2 Outside Activities Policy R E S T R I C T I O N S A N D R E Q U I R E M E N T S 1.Request approval for any Outside Activity IN ADVANCE. Both your manager and the Nuveen Ethics Office must approve any Outside Activity request, so you are encouraged to discuss your request with your manager before formally submitting. Use the PTA system to submit your request. If you do not have access to PTA, contact your local/designated CCO, who will coordinate your request with the Ethics Office. Once your request is received, the Nuveen Ethics Office will communicate with your manager — and with any business unit Chief Compliance Officer, as applicable - and will notify you of the decision. Do not engage in any Outside Activity before you receive notification of approval. 2. When initially joining Nuveen, request approval for any Outside Activity you are already engaged in. You must do this within 10 calendar days of starting at Nuveen. 3. Request an additional/new approval IN ADVANCE in relation to a previously approved Outside Activity if you anticipate any material change in responsibility or time commitment for such Outside Activity. Examples of material changes include: • Any material change in your function or responsibility (such as participating on the finance committee of a school board when your prior approval was only for board participation). • A material increase in the time you spend on an Outside Activity (such as going from 0 hours/week to 20 hours/week at a second job). 4. Consider carefully before requesting permission to join the board of a public company or a large private company or charity. In addition to requiring approval from the Nuveen Ethics Office (and potentially other Nuveen departments, such as Legal), all requests to serve on the board of a public company, a private company with more than $500 million in annual revenue, or a non-profit organization with over $50 million in annual revenue are subject to approval from TIAA's Corporate Secretary's Office. Approval is rarely granted to serve on the board of a public company, especially for individuals making investment decisions and their supervisors. The Nuveen Ethics Office will coordinate all requests with the TIAA Corporate Secretary's Office. 5. Notify the Nuveen Ethics Office within 10 calendar days any time an approved Outside Activity ceases. Email your notification to nuveenethicsoffice@nuveen.com. ADDITIONAL INFORMATION FOR REGISTERED REPS If you hold a securities registration with FINRA or any other regulatory or self-regulatory organization, Compliance will determine whether any Outside Activity for which you are granted approval requires regulatory disclosures, and will make the disclosure for you. FINRA-registered persons must submit a pre-clearance request for nonprofit board positions (regardless of whether the organization has annual revenue exceeding $50 million) to align with FINRA Rule 3270 requirements. It is your responsibility to ensure that all regulatory disclosure about your Outside Activities is accurate and complete, especially: •The name of the business or entity. •The description of your activity. •Your position and title. •Your start date. • The approximate number of hours per month you expect to devote to the activity. EXAMPLES OF OUTSIDE ACTIVITY • Serving as a director or non-executive director, or in any other senior decision-making capacity, for any company (public or private). • Serving on the board of an industry or professional organization. • Engaging in part-time work (cashier, salesperson, waitstaff, etc.). •Serving on a board or committee of a municipal entity. •Running for political office. • Serving in any role, for any entity (including a non-profit organization) where you have any responsibility for investment-related activities. • Acting as a finder or capital raiser for any company or fund (public or private). • Serving as a condo or cooperative building board member in the US •Serving as a mediator or arbitrator. •Serving as an expert witness. •Acting as an attorney, tax preparer, or insurance broker. •Acting as a mortgage or real estate broker • Authoring a written piece that relates to financial services and is published in any medium, whether or not you are paid for writing it. • Owning or managing two or more rental units or other properties that are being rented out (for instance, an "in-law" apartment and a vacation home). •Actively managing two or more commercial properties. • "Flipping" properties (buying and re-marketing real

SECTION 1.4 NUVEEN POLITICAL CONTRIBUTIONS AND ACTIVITIES POLICY

Nuveen Compliance | 10 June 2019 Political Contributions and Activities Policy S U M M A R Y A N D S C O P E What this policy is about Personal or corporate political activities and contributions, and how these could affect our ability to do business with US government entities. This includes: •Giving or soliciting contributions to certain candidates, officeholders, political organizations and trade associations. •Events or activities hosted by, or taking place on property owned or used by, TIAA or Nuveen; this includes political events as well as non-political events in which a State or Local candidate or official appears (for example, a groundbreaking ceremony). •Use of corporate resources (such as company time, devices, email, or funds) for political purposes. Important to understand Violations of this policy could harm Nuveen’s reputation and cause it to forego revenues from certain clients for two years or even longer. This policy exists solely to keep Nuveen in compliance with certain so-called pay-to-play laws. Political affiliations play no role in any approval or enforcement decisions, and all information collected in connection with this policy will be held in the strictest confidence. This policy involves pre-clearing all Contributions, Solicitations, and Political Activities. Be sure you understand the meaning of these terms, as defined below. This policy applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a regulator). Follow the policy both in letter and in spirit. And if you have questions, contact Compliance. Who this policy applies to All Permanent Employees who are based in the US (regardless of whether they are US citizens). All Permanent Employees who are US Citizens (regardless of their country of residence). Any consultants or temporary workers notified by Nuveen Compliance or their local/designated Chief Compliance Officer (CCO) that this policy applies to them. • • • nuveenethicsoffice@nuveen.com penalties, which may range from a warning or fine to complying with this policy in letter but not in spirit will the Chief Compliance Officer is responsible for maintaining contacts and a list of Covered Associates as defined under WHO TO CONTACT Nuveen Ethics Office, Americas: 1-800-842-2733, extension 22-5599 POLICY ADMINISTRATION Training You will be required to participate in training on this policy when joining Nuveen as well as periodically during the time you are subject to this policy. Exceptions This policy exists to keep Nuveen in compliance with so-called pay-to-play laws. No exceptions that would potentially implicate or violate any law will be granted. Enforcement Any individual who violates the policy may be subject to suspension or termination of employment. Be aware that still expose you to possible penalties. Recordkeeping For each Nuveen Investment Adviser and broker-dealer, a list of State or Local Governmental Entity clients and SEC Rule 206(4)-5 and any applicable FINRA rules.

Page 2 of 3 Political Contributions and Activities Policy pay campaign debt or transition or inaugural expenses), a political organization including all 501 (c) 4 social welfare is an indication that it uses funds to support one or more includes contributions like those to candidates for President, the committees. Contributions can be monetary (such as a check, hiring a hall, paying expenses, providing goods or services, or count as such even if they are made to some other person or benefiting any recipient or covering any expense identified in Nuveen, NOT including consultants and temporary workers. than Contributions, that result in a benefit to a political indirectly, from any individual or entity. ownership, control, or protection of the United States; any State or Local Government Entity Any State or Local of assets sponsored by a State or Local government (such as any participant-directed plan of a State or Local universities and their endowments or other funds. Family Member Any spouse or domestic partner of an R E S T R I C T I O N S A N D R E Q U I R E M E N T S 1.Except for donations to the TIAA PAC, pre-clear ALL of your Contributions, Solicitations, and Political Activities IN ADVANCE. Use the Protegent PTA system (PTA) or PTCC (as appropriate and until notified otherwise) to submit your request for pre-clearance. If you do not have access to these systems, contact your local/designated CCO, who will coordinate your request with the Nuveen Ethics Office. Do not make any Contribution or Solicitation, or engage in any Political Activities, before you get a response, and do not violate any limits or conditions indicated on any preclearance approval you receive. Note that certain Political Activities are never permitted, and thus will never receive pre-clearance. This includes coordinating with, or Soliciting for, any individual who is a State or Local candidate or current official, or any State or Local political action committee (PAC) or political party. With respect to these same recipients, it also includes serving on a fundraising committee or having your name listed on fundraising committee messages or materials. 2. Pre-clear ALL Contributions, Solicitations, and Political Activities that any Family Member intends to make or engage in. In particular, when any Family Member wishes to make a Contribution from an account of which you are a joint owner, only that individual should sign the check, and if possible your name on the check should be blacked out. These steps will lower the risk of a Contribution being inadvertently attributed to you. 3. Do not make any Contribution using Nuveen funds. Do not use corporate funds for any direct political contributions, either in the US or abroad. 4. Do not use Nuveen resources in connection with any political activity. For example, do not engage in Political Activities during working hours or use Nuveen computers, email, printers, copiers, phones, or other equipment or property for political purposes. Do not direct any Nuveen personnel, such as administrative staff, to participate or assist in any personal Political Activities. TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows:Nuveen, LLC and all of its direct or indirect Contribution Anything of value that is provided for thesubsidiaries worldwide. benefit of a candidate or a candidate's campaign (including toPermanent Employee Any full-or part-time employee of political party or committee, a ballot measure committee, anyPolitical Activities Personal or corporate activities, other organizations, or any other non-profit organization where therecandidate or committee. This includes volunteer activity. candidates for public office at federal, State or Local levels. ThisSolicit, Solicitation To request a Contribution, directly or US Congress, and national, State or Local offices or partyState or Local Any US state; any non-state that is under the loan, or purchase of tickets to a fundraiser) or in-kind (such asUS county, city, town, or other municipality. the use of corporate facilities or personnel). Contributions government, agency, authority, or instrumentality; any pool entity, if made for the purpose or with the effect of ultimately a defined pension plan, separate account, or general fund); the first sentence of this definition. government (such as a 529, 403(b), or 457 plan); public individual who is subject to this policy, or any child who resides, or is expected to reside, for at least 90 days a year in the same household as an individual who is subject to this policy.

Political Contributions and Activities Policy Page 3 of 3 5. Pre-clear all visits to any Nuveen or TIAA office by a representative of any State or Local Government Entity or any US federal entity, except for those visits in connection with an existing or potential client relationship. 7. Do not make or Solicit any Contribution, or provide anything of value to anyone, or engage in Political Activities, with the purpose of helping Nuveen get or keep a State or Local Government Entity as a client. Activity like this could lead to fines, loss of business, or criminal charges. 6. Do not use the name of any Nuveen entity in connection with your own personal Contributions, Solicitations, or Political Activities. This includes keeping the Nuveen name off any Solicitation or fundraising message. 8. Do not do anything indirectly that, if done directly, would violate this policy. Such actions will be considered the equivalent of direct policy violations. Certify your compliance quarterly. Promptly following the end of each calendar quarter, complete a "Political Contributions and Activities Certification". 9. market value. Examples: • Calling people to remind them to vote. • Renting space for an event. • Donating your own time as a professional, such as doing through your own equipment or not. • Paying for postage, email blasts, or other costs of or taxi fare, are not considered Contributions and will not be • Paying for consultants or campaign workers. EXAMPLES OF IN-KIND CONTRIBUTIONS, SOLICITATIONS, AND POLITICAL ACTIVITIES Pre-clearance required in all cases In-Kind ContributionsVolunteer Activities Providing goods, services (other than donating your ownDonating your own time and/or skills without compensation. time and/or skills without compensation), or anything elseExamples: of value (other than money) for anything less than fair•Stuffing envelopes for campaign mailers. •Hosting an event at your home.•Participating in voter registration drives. • Providing printing or web hosting services, whetherlegal, writing, design, website, or IT work. Incidental personal expenses, such as your own personal meals distributing campaign materials.reimbursed by Nuveen. •Providing meals for campaign employees or volunteers. Solicitations Requesting a contribution, directly or indirectly, from any individual or entity, such as forwarding an email that contains an invitation to a political fundraiser.

SECTION 1.5 NUVEEN INVESTMENT AND PROXY INFORMATION BARRIERS POLICY

Nuveen Compliance | 11 November 2019 Investment and Proxy Information Barriers Policy S U M M A R Y A N D S C O P E What this policy is about Establishing information barriers among Nuveen Equity and Fixed Income Advisers that preserve, in fact and in appearance, the confidentiality and independence of each Nuveen Equity and Fixed Income Adviser’s investing and proxy voting decision-making. Who this policy applies to • All Permanent Employees Important to understand Keeping Investment and Proxy Information from being shared is essential to allowing each Nuveen Equity and Fixed Income Adviser to pursue its own investment strategies. A breach of the information barrier may lead to the following: •Nuveen Equity and Fixed Income Advisers being blocked from trading certain equity or equity-related securities as a result of having to aggregate equity investments with other Nuveen Equity and Fixed Income Advisers for the purposes of regulatory position reports. •Employees being designated Access Persons (as defined in the Code of Ethics) for more than one Nuveen Equity and Fixed Income Adviser, creating additional restrictions on the employees’ ability to trade on their own behalf. TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Cross-Adviser Employee All Permanent Employees who provide services to more than one Nuveen Equity and Fixed Income Adviser without being an employee of any Nuveen Equity and Fixed Income Adviser. Examples include Legal, Compliance, Risk, Finance, Operations and Technology, and those who are part of the US and International Advisory Services (IAS), Global Product or Marketing organizations. Designated Strategy Any investment strategy that requires one Nuveen Equity and Fixed Income Adviser to take into account the current Investment and Proxy Information of another Nuveen Equity and Fixed Income Adviser. Examples can include options overlays, optimization strategies, completion strategies, or instances where one Nuveen Equity and Fixed Income Adviser is a subadviser or successor adviser to an investment portfolio or account of a different Nuveen Equity and Fixed Income Adviser. Investment and Proxy Information Any information that pertains to any Nuveen Equity and Fixed Income Adviser, is not in the public domain, and concerns either of the following: • Open orders, planned or anticipated transactions, or holdings information. •Planned or anticipated proxy votes. Multi-Hatted Personnel Individuals designated as personnel of two or more Nuveen investment advisers under the Shared Personnel (Multi-Hatting) Policy. Cross-Adviser Employees are excluded from the definition of Multi-Hatted Personnel. Nuveen, LLC and all of its direct or indirect subsidiaries worldwide. Nuveen Equity and Fixed Income Adviser Any Nuveen equity or fixed income adviser, which specifically includes Nuveen Asset Management, NWQ, Santa Barbara Asset Management, Symphony Asset Management, TIAA Public Investments, and Winslow Capital. Permanent Employee Any full-or part-time employee of Nuveen, NOT including consultants and temporary workers.

Investment and Proxy Information Barriers Policy Page 2 of 2 R E S T R I C T I O N S A N D R E Q U I R E M E N T S GENERAL RULES 1.Do not share Investment and Proxy Information with anyone not authorized to see it. Share it only with persons who have a legitimate business purpose for knowing the information, and who are one of the following: CROSS-ADVISER EMPLOYEES 4. Ensure Investment and Proxy Information is shared only with appropriate persons. Investment and Proxy Information of multiple Nuveen Equity and Fixed Income Advisers may be shared only with other Cross-Adviser Employees, personnel of the applicable Nuveen Adviser(s) or members of executive management who do not make or participate in making any specific investment decisions for client accounts, and then only to the extent necessary to perform job functions. • An employee of the Nuveen Equity and Fixed Income Adviser (including Multi-Hatted Personnel) to which the information pertains. A Cross-Adviser Employee. A member of executive management who does not make or participate in making any specific investment decisions for client accounts. • • 5. Never disclose Investment and Proxy Information of a Nuveen Equity and Fixed Income Adviser when communicating with an employee of another Nuveen Equity and Fixed Income Adviser, unless the employee is Multi-Hatted to each of the advisers whose information is being shared. This includes Investment and Proxy Information you encounter in the course of your work or by virtue of having a personal account managed by a Nuveen Equity and Fixed Income Adviser. Any exception to this rule requires advance approval; see below. 2. Do not collaborate on or attempt to influence the proxy voting or investment decisions of another Nuveen Equity and Fixed Income Adviser. Always follow your Nuveen Equity and Fixed Income Adviser’s proxy voting guidelines. 3. Promptly report any actual or suspected violation of this policy to the Nuveen Ethics Office or your local/designated CCO SITUATIONS REQUIRING ADVANCE APPROVAL Seek approval from the Chief Compliance Officer of the• Providing services in connection with a Designated Strategy applicable Nuveen Equity and Fixed Income Adviser (whothat makes use of Investment and Proxy Information coordinates with the Nuveen Ethics Office to designate andfrom other participating Nuveen Equity and Fixed monitor Access Persons) before:Income Advisers. •Engaginginanyactivitythatwould,orcouldappear •Hiring,reassigning,orchangingtheresponsibilitiesofa to, represent an instance of a Nuveen Equity and FixedNuveen Equity and Fixed Income Adviser employee such that Income Adviser coordinating investment or proxythe employee would have access to Investment and Proxy voting activity. Information for a Nuveen Equity and Fixed Income Adviser of which they are not an employee. This includes any action that would result in a Nuveen Equity and Fixed Income Adviser employee becoming “multi-hatted” to another Nuveen Equity and Fixed Income Adviser.

SECTION 1.6 NUVEEN PAYMENTS INVOLVING LABOR ORGANIZATIONS (“UNIONS”) POLICY

Nuveen Compliance | 12 April 2019 Payments Involving Labor Organizations Policy S U M M A R Y A N D S C O P E What this policy is about Helping to ensure that Nuveen fulfills its disclosure and reporting requirements concerning payments made to, or expenditures on behalf of, Unions and Union Representatives. Who this policy applies to • All Permanent Employees who might interact with a Union Representative. • Any consultants or temporary workers notified by Nuveen Compliance, Americas or their local /designated Compliance Officer that this policy applies to them. Important to understand Payments to, or expenditures on behalf of, Unions and Union Representatives may be subject to Federal reporting obligations. Investment advisers who act as service providers to Unions must file a Form LM-10 with the Department of Labor (DOL) every year, disclosing such payments or expenditures. The DOL make these disclosures public and also compares them with what Unions and Union Representatives reported on Form LM-3o for consistency. Nuveen can face civil and criminal penalties if its Form LM-10 does not include all applicable Union - related payments or expenditures. Nuveen must take reasonable measures to identify and compile all such payments to facilitate complete, prompt, and accurate reporting. Additionally, the Nuveen officers executing the report may be held personally responsible for the timeliness and accuracy of reporting. This policy applies equally to prospective and existing Union clients. Before making any payment to, or engaging in any contact with, any Union or Union Representative, be sure you fully understand and comply with this policy. WHO TO CONTACT For questions about this policy and DOL LM -10 requirements Nuveen Compliance, Americas or your local/designated CCO or Legal team member Contact Information Nuveen Compliance, Americas brokerdealercomp@nuveen.com WHAT IS CONSIDERED A PAYMENT OR EXPENDITURE? The following are examples of things that are considered payment or expenditures for purposes of LM-10 reporting: • Any business gifts, meals, or entertainment (as described in the Nuveen Global Business Gift, Meal, and Entertainment Policy) given to a Union Representative. • Donations or payments to a Union or to charities, private foundations and other types of non-profit organizations that the Union manages or whose assets it controls. This includes assets and expenditures to support such entities' events or causes such as program ads, golf hole sponsorships, and scholarship funds. • Per-person cost of meals, travel, and lodging provided to a Union Representative in connection with a Nuveen-sponsored training or educational event. TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Form LM-10 Employer Report A Department of Labor report that Nuveen must file annually to disclose certain payments or expenditures made to, or on behalf of, Unions and Union Representatives. Form LM-3o Labor Organization Officer and Employee Report A Department of Labor report that Unions and Union Representatives must file annually to disclose payments or expenditures received from entities (like Nuveen) required to file Form LM-10. Nuveen, LLC and all of its direct or indirect subsidiaries worldwide. Permanent Employee Any full-or part-time employee of Nuveen, NOT including consultants and temporary workers. Union Any Taft-Hartley plan or private-sector labor union. Union Representative Any current employee, officer, director, or agent of a Union. This includes any board member, executive, shop steward, business manager, business agent, legal counsel (internal or external), or other representative or employee of a Union, regardless of job function.

Payments Involving Labor Organizations Policy Page 2 of 2 R E S T R I C T I O N S A N D R E Q U I R E M E N T S Prior to the filing due date, Finance will assemble the captured expenses made over the previous year to determine if the expenses meet the regulatory threshold for reporting. In the course of this review, you may be asked to provide additional information concerning payments to Unions and Union Representatives (such as circumstances of payments, or other gratuities provided during the course of a given year). All individuals will be expected to fully cooperate in the LM-10 filing preparation process. 1.Never make, authorize, permit, or otherwise coordinate any payment involving a Union or Union Representative that is linked to any promise, agreement, arrangement, or outcome. This includes any payment or expenditure that is connected to any specific act or decision, whether past or anticipated (such as a decision to hire or retain Nuveen or to increase account assets). It also includes any payment or expenditure intended to influence, interfere with, or obtain information about the labor-related activities of Unions or Union Representatives. When you are coordinating a permissible payment or expenditure involving a Union Representative, it should be done with the intent to generate business goodwill ethically and in accordance with applicable law. 2. Never make a payment to, or expenditure on behalf of, a Union or Union Representative with your own money. You must always seek reimbursement from Nuveen. Enter all such expenses into the Concur system or submit a Check Request Form. In either case, be sure to mark the "LM-10" check box so that the expense will be reported correctly. excessive gifts, meals, or entertainment; the soliciting of including the more restrictive terms that apply to RELATED POLICY The topics covered in this policy are closely related to those covered in the Nuveen Global Business Gift, Meal, and Entertainment Policy. All terms apply, including: • All general rules, such as: prohibitions on cash gifts; gifts, meals, or entertainment; paying for a business gift, meal, or entertainment with your own money; and any quid-pro-quo understandings. • All rules on reporting and preclearance, gifts. See the full policy document for details. ADMINISTRATION Applicable Rules Labor-Management Reporting and Disclosure Act of 1959, as amended. Enforcement Any individual who violates this policy may be subject to penalties and other disciplinary action.

SECTION 1.7 NUVEEN GLOBAL ANTI-CORRUPTION POLICY

Nuveen Compliance | 20 February 2020 Global Anti-Corruption Policy S U M M A R Y A N D S C O P E What this policy is about Establishing restrictions and requirements to help ensure that you do not violate certain laws or regulations concerning bribery and corruption. This policy may overlap with business unit policies. Your business area may have supplemental policies designed to prevent corruption. You are responsible for knowing which policies apply to your activities and what they mean. You are also responsible for deciding when to seek guidance or clarification. Pre-clearance from the Nuveen Ethics Office is required for many activities. The policy indicates when pre-clearance and/or reporting are necessary. In some cases you may be able to request pre-clearance through your local/ designated CCO, who will handle approval in coordination with the Nuveen Ethics Office. Additional restrictions apply in certain countries. If your work involves countries where the risks of violating bribery/corruption laws or regulations are assessed to be especially high, you will be notified by your local/designated CCO and informed of additional precautions to take. Some of these country-specific restrictions are also addressed in this policy. Who this policy applies to • All Permanent Employees worldwide. •All consultants and temporary workers notified by the Nuveen Ethics Office or their local/designated Chief Compliance Officer (CCO) that this policy applies to them. Important to understand Compliance with this policy involves knowledge of the rules as well as the need for good judgment. Following both the letter and spirit is essential to ensuring that Nuveen and the firms it works with do not violate anti-corruption laws. If you have any question about this policy, including whether an individual is considered a Recipient or whether a particular activity would be considered a policy violation, see "Who to Contact" below. Nuveen has a zero-tolerance policy for corruption. Violations of this policy can lead to disciplinary action (up to and including termination of employment), and may also be referred to outside authorities for civil, criminal, or regulatory proceedings. Even conduct that merely creates the appearance of impropriety can be grounds for disciplinary action. The key provisions of this policy extend broadly. Any quid pro quo arrangements or inducements to improperly influence a business outcome, with any commercial client in any jurisdiction, are clear violations of this policy. Bribery and Corruption in all forms are prohibited, whether with a Recipient or any other individual or entity with whom Nuveen conducts business or has dealings. This includes offering, giving, or receiving bribes as well as engaging in normally permitted activities if their intent is to effect a bribe. Laws prohibiting Bribery and Corruption exist in every country where Nuveen does business. Even when local practices or customs allow behavior that violates this policy, it is not acceptable to engage in such behavior. Note that you will not be penalized for any diminished productivity attributable to the refusal to pay a bribe.

Global Anti-Corruption Policy Page 2 of 12 Global Anti-Corruption Officer or your local/designated CCO. 1-877-774-6492 (US), 0800-069-8160 (UK), or visit the reports that are required under this policy. Nuveen Ethics Office (Americas): CCO, who will assist you with the pre-clearance/reporting Nuveen Ethics Office (Europe and Asia-Pacific): the Nuveen Ethics Office. 0044 (0) 20 3727 8237 Nuveen Global Anti-Corruption Officer or the Nuveen Severin Wirz; severin.wirz@tiaa.org; direct line: 415-882-3592 favors (such as a promise of employment). following criteria with respect to any government or political forms depending on the person's position, and is often (including, for example, a government hospital or utility). embezzlement. controlled or is at least 50% government-owned. spectator or participant), cultural event, or similar official of a political party, or a political party itself. that one of you provided. actual or prospective business with Nuveen, even if just and any discount or rebate not generally available to the public. international organization, such as the World Bank or the meals that are in connection with an approved training and engaged in activities on behalf of Nuveen outside of the US in TIAA and available to employees, contingent workers and TIAA does not tolerate retaliation in any form. If you have (877) 774-6492 or visit the EthicsPoint website and report retaliation for doing so, report that belief immediately. WHISTLEBLOWING AND THE TIAA ETHICS HELPLINE TIAA expects all employees to ask questions, seek guidance, If you wish to remain anonymous, use the "token key" option express concerns, and report any suspicious activity or when you first report a concern or incident. You can use this suspected violations of this policy. same key to follow up on a report. Note that rules about If you are uncomfortable reporting your concerns to your anonymity may differ depending on your country of residence. manager, our ethics reporting channels are independent to Retaliation suppliers 24/7. You can either call the Helpline toll-free at +1made a report in good faith and feel you are a victim of your concern online. Your support partners in Compliance, Human Resources and Internal Investigations also are available resources.. TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows:Nuveen, LLC and all of its direct and indirect Bribery Any offer, promise, or payment of anything of valuesubsidiaries worldwide. to improperly influence someone else in order to obtain orPermanent Employee Any full-or part-time employee of retain business. Bribery schemes vary greatly and may involveNuveen, NOT including consultants and temporary workers. money (such as a kickback), items (such as a lavish gift), orRecipient Any individual or entity that meets any of the Corruption The abuse of entrusted power within anparty outside the United States: organization for personal gain. Corruption may take various• Is an employee of any government entity or subdivision associated with bid-rigging, graft, procurement fraud, and• Is an officer or employee of any company that is government-Entertainment Any sporting event (whether you are a• Is an elected official, a candidate for public office, or an entertainment that you and a Recipient attend together and• Is acting on behalf of a government entity in relation to Gift Anything of value that is given to, or accepted from, atemporarily. Recipient. It includes prizes (whether awarded by skill or chance)• Is an officer, employee, or representative of a public Meal Any meal or drinks that you and a RecipientUnited Nations. participated in together and that one of you provided, except forThird-Party Agent Any agents, including dealers, education event.connection with Nuveen's products or services. WHO TO CONTACT For questions about this policy Your manager, yourEthics Office or your local/designated CCO, who in turn must local/designated CCO, the Nuveen Global Anti-Corruptionpromptly alert the Nuveen Global Anti-Corruption Officer. Officer or the Nuveen Ethics Office.I n d e p e n d e n t , c o n f i d e n t i a l r e p o r t i n g To report "red flags" The Nuveen Ethics Office, the NuveenTIAA Ethics Helpline (toll-free): To obtain pre-clearance for certain activities Use theEthicsPoint intranet site Protegent PTA system (PTA) to request pre-clearances and fileContact information If you don't have access to PTA, contact your local/designatedTIAAAnti-Corruption.org requirements of this policy and will coordinate as needed withMegan Callaghan, megan.callaghan@nuveenglobal.com; To report known or suspected policy violations TheNuveen Global Anti-Corruption Officer:

Page 3 of 12 Global Anti-Corruption Policy R E S T R I C T I O N S A N D R E Q U I R E M E N T S Note that Concur (or your local Nuveen reimbursement system) is for reimbursement purposes only, and that you must separately file, through the channel(s) indicated for that purpose, any other required reports. 4. Never do anything that would have the effect or appearance of circumventing applicable restrictions. Never induce, or allow others to engage in, any action that violates Nuveen policy or any other applicable law, regulation, or policy. Nuveen - and you personally - can be held responsible for any violations committed by others who are acting on your instructions, or who believe they are. You can even be held responsible for violations that occurred because you turned a blind eye or were insufficiently vigilant in preventing them. 5. Always keep adequate records and documentation. Proper documentation is critical to detecting and deterring corruption and to establishing that you and Nuveen have been complying with this policy and other applicable restrictions. At any time, you may be asked to account for business-related expenses or any Nuveen resources that were placed in your control, including how they were used and for what purpose. In all hiring and business negotiations where this policy applies, keep detailed notes and ensure that the written documentation reflects every material dimension of the process and any final understanding. Make sure that all payments and other compensation to Third-Party Agents are recorded accurately, in reasonable detail, and in a timely fashion. Never create or use undisclosed or unrecorded accounts for any purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books, records, or accounts of Nuveen are prohibited. 6. Promptly report any actual or possible violations of this policy. Every person subject to this policy has an affirmative duty to report violations, and to do so without delay. This includes known, suspected, or attempted violations on the part of any individual who is subject to this policy (including you) or on the part of any Recipient or Third-Party Agent. It also includes any actions designed to evade this policy. See "Who to Contact" on page 2 for the reporting instructions you must follow. In support of these obligations to report, Nuveen strictly prohibits any retribution or retaliation against anyone who, in good faith, has sought advice, has reported an actual or possible violation of this policy, or has refused to engage in conduct that violates this policy, even if their refusal has caused Nuveen to lose business. General matters 1. Never propose, initiate, participate in, agree to, or permit any arrangement that represents, or could be perceived as representing, an exchange of value in return for favorable treatment from a Recipient. This rule applies extremely broadly. It applies to Gifts, Meals, Entertainment, travel, and lodging, to hiring decisions, and to political and charitable contributions. It applies to promises of a desired outcome and to threats of an undesired outcome. It applies to things tangible and intangible, and to direct and indirect transmission or receipt of value. It also applies to all Recipients, whether clients, prospects, business partners, competitors, and past, present, or prospective employees. Any consideration involving a Recipient that is given or withheld on the basis of any improper condition, whether stated or implied, is a violation of this policy. Note that this means, for example, that even Gifts or Entertainment that are modest enough that they would normally be allowed are prohibited if they are tied to any particular favor or outcome. Note also that even when your behavior is fully consistent with all applicable restrictions, you must take all appropriate steps to ensure that the Recipient, and if possible his or her colleagues, are not under the impression that any improper benefit is intended or desired. 2. Never make any facilitation payments to a Recipient. Facilitation or "grease" payments - typically defined as small payments to officials for performing a duty that they are supposed to perform as part of their job - are not allowed. In very extreme cases (such as to avoid imminent physical danger), an exception may be granted, but you must immediately report the situation to the Nuveen Global Anti-Corruption Officer, and will need to thoroughly document the conditions that would justify the exception. 3. Never pay for any business-related expense without seeking reimbursement from Nuveen. Doing so creates the appearance of impropriety and deprives Nuveen of a level of transparency and documentation that it is legally required to maintain. Always seek reimbursement (through Concur, or your local Nuveen reimbursement system if different), for anything of value you provide to a Recipient, or to any other individual or entity at the request or suggestion of a Recipient. Your manager is responsible for reviewing your reimbursement requests, and may consult with the Nuveen Ethics Office or with Legal if appropriate.

Page 4 of 12 Global Anti-Corruption Policy clearance necessary on your part. Note that giving such promotional items to Recipients that represent the UK is permitted, but it is prohibited for Recipients that represent Australia, Germany, Hong Kong, or Singapore. Your request for pre-clearance must include all material information available to you at the time. 8. Distinct from pre-clearance and technical compliance, consider the context before offering or providing a Gift to a Recipient: • What is the reason for offering the proposed Gift (for example, holiday, birthday, promotion)? Meals, travel or lodging to a Recipient, always consider will affect the outcome of a government or business Entertainment and Meals 9. Obtain pre-clearance from the Nuveen Ethics Office before offering or providing Entertainment of any value to Recipients. Modest Entertainment associated with legitimate business activities is generally permissible. Any Entertainment must meet ALL of the following criteria: Gifts 7. Obtain pre-clearance from the Nuveen Ethics Office before offering or providing a Gift to a Recipient. In general, Nuveen discourages Gifts to Recipients. However, to the extent a Gift to a Recipient is customary, pre-clearance may be granted. Any Gift must meet ALL of the following criteria: The Recipient does not represent Australia, Germany, Hong Kong, Singapore, or the UK. (Entertainment for such Recipients is prohibited by local law.) The value is not excessive for the circumstances. The Entertainment is consistent with generally accepted business practices of the country and industry. The Entertainment is not intended to improperly influence the business decisions of the person(s) involved. To your knowledge, the Entertainment does not violate any applicable Nuveen policy or any law, regulation, or entity policy to which the Recipient is subject. You will be present (if not, the event is considered a Gift, and is subject to the more restrictive limits concerning Gifts). The Entertainment has a legitimate business purpose for Nuveen. You have received pre-clearance for the • • • The Recipient does not represent Australia, • Germany, Hong Kong, Singapore, or the UK. (Gifts to such Recipients are prohibited by local law.) • The value of the Gift, combined with the value of all other Gifts you have given to the same individual in the previous 12 months, is no more than USD 100 (or the equivalent in local currency). In rare cases, approval may be given to exceed this limit. • • • The value is not excessive for the circumstances. The Gift is consistent with generally accepted • • business • practices for the country and industry involved. The Gift is not cash or a cash equivalent (such • • as checks, cash-redeemable gift cards, vouchers, securities, or loans).To your knowledge, the Gift does not violate any applicable Nuveen policy or any law, regulation, or entity policy to which the Recipient is subject. • The Gift is not intended to influence the business decisions of the person involved. As an exception to this rule, you may give promotional items - meaning items of nominal value (generally no more than USD 50, or the equivalent in local currency) that carry a Nuveen logo - with no reporting or pre-Entertainment from the Nuveen Ethics Office, based on a request that includes all material information available to you at the time. 10. Obtain pre-clearance from the Nuveen Ethics Office before offering or providing Meals to Recipients valued at more than USD 150 per person (or the equivalent in local currency), or Meals of any value to Recipients who represent CONSIDERATIONS FOR GIFTS, ENTERTAINMENT, MEALS, TRAVEL AND LODGING Before offering or providing Gifts, Entertainment, the following (in addition to the other requirements of this policy): • What country or organization(s) does the potential Recipient represent, and what is the Recipient's role in that organization? • Is there any reason to believe that offering or providing the proposed Gift, Entertainment, Meal, travel or lodging decision in which Nuveen has an interest? •Is there any reason to believe that the proposed Recipient(s) may consider the Gift, Entertainment, Meal, travel or lodging to involve any quid pro quo? • Is there any reason to believe that the proposed Gift, Entertainment, Meal, travel or lodging could look improper to an outside observer?

the UK. Modest Meals with a legitimate business purpose are generally permissible.

Page 5 of 1 Global Anti-Corruption Policy Any Meals must meet BOTH of the following criteria: • The Recipient does not represent Australia, Germany, Hong Kong, or Singapore. (Meals for such Recipients are prohibited by local law.) • You are not providing a Meal for the same Recipient more than four times per calendar year. (Multiple Meals relating to the same event are considered a single Meal for purposes of this limitation.) In those cases where Meals valued at USD 150 or less do not require pre-clearance, note the following: • Meals that were not pre-cleared must be reported within 10 calendar days. • Where events spanning more than one day may involve the provision of multiple Meals, you must obtain pre-clearance if the total value of Meals during the same event were to exceed USD 150. 11. Distinct from pre-clearance and technical compliance, consider the context before offering or providing Entertainment or Meals to a Recipient: • Who are the Recipients or private individuals to be invited to the event, what are their titles, and what organizations do they each represent? • What is the business purpose of the Entertainment or Meal? • What is the nature of the event (for instance, the setting or activity)? 12. When practical, ask potential Recipients in Australia and Hong Kong in advance. It is important to know whether they can accept any Gift, Meal, or Entertainment, whether there are any value limits or other conditions, and what information Nuveen may need to provide them to allow them to meet their reporting requirements. • The travel or lodging is consistent with generally accepted business practices of the country and industry. The travel or lodging is not intended to improperly influence the business decisions of the person(s) involved. To your knowledge, the travel or lodging does not violate any applicable Nuveen policy or any law, regulation, or entity policy to which the Recipient is subject. You will be present at the event associated with the travel or lodging. The travel has a legitimate business purpose to • • • • Nuveen. Nuveen is not paying for expenses for any non-business-related stopovers or other activities (other than minimal side trips while at the business destination). Nuveen is not paying for expenses for any individual who is accompanying an invitee but whose presence is not directly necessary to the business purpose at hand. Nuveen is not providing any per diem or pocket money to any Recipient. Any leisure activities hosted by you or Nuveen comply with entertainment and expense guidelines. You have received pre-clearance for the travel plans and expenses from the Nuveen Ethics Office, based on a request that includes all material information available to you at the time. • • • • • To ensure transparency, Nuveen sends out invitation letters to the Recipient that include the proposed itinerary and details the expenses Nuveen will pay for. Wherever possible, you should ensure that Nuveen pays for all allowable travel expenses directly. In some circumstances, Nuveen may be able to reimburse invitees who have paid for their own travel and lodging, but such reimbursement is possible only when all necessary receipts or other documentation are submitted to Nuveen. Invitees are not prohibited from bringing guests (such as a spouse, family members, friends, or personal assistants) or from adding stopovers and side trips for pleasure. However, the invitee must pay all travel and lodging costs associated with his/her guests and with any non-business activities they add to the itinerary or schedule. Travel and lodging 13. Obtain pre-clearance from the Nuveen Ethics Office before offering or providing any air travel, luxury rail travel, or lodging (or reimbursement for same) to Recipients. Nuveen does not commonly pay for the travel and lodging costs of Recipients. However, it may do so in rare instances (for example, when the Recipient participates in Board meetings or is inspecting investment properties). Any air travel, luxury rail travel or lodging expenses must meet ALL of the following criteria: •The value is not excessive considering the circumstances and the authority of the person(s) receiving the travel or lodging. 14. Routine ground transportation, such as car service, bus, or non-luxury rail travel, may be offered to Recipients in connection with permissible meals or entertainment. The

transportation does not require separate pre-clearance if the related Meals or Entertainment have been pre-cleared (or do not need to be pre-cleared).

Page 6 of 12 Global Anti-Corruption Policy Do the officials or private individuals have any roles in connection with current or potential Nuveen business? What is the proposed travel itinerary? Does the itinerary include any stops at locations where Nuveen does not have offices or operations? What are the travel and accommodation standards for airlines (for instance, first, business, economy) and hotels (for instance, luxury, business, modest, other)? 15. Distinct from pre-clearance and technical compliance, consider the context before offering to arrange for Nuveen to pay for travel or lodging expenses for Recipients: • • • • Who are the individuals for whom travel or lodging costs are requested, what are their titles, and what organizations do they each represent? • What is the business purpose of the trip? • But extravagant expenses (such as a first-class ticket be "red flags." introduction of a new investment product outside the and pens bearing the Nuveen logo and asks you if he can Analysis: Unless the Recipient’s country prohibits gifts Under the previous scenario, the Recipient asks to bring her spouse. Singapore), the request is permissible because the items friends or family members of the Recipient. She may bring a Nuveen logo. Recipient in a neighboring country who would be interested in He asks if he may stop in Las Vegas on the way back home. pay for her travel. pay for all expenses associated with the stopover. Nuveen approved, and in this example would be permissible under to the business purpose of the travel. business purpose, so Nuveen may pay for the travel under The donation is consistent with Nuveen's philosophy and pattern of charitable giving, or with yours. The donation is made either in your name or Nuveen's name (depending on the final source of funding) and you have received pre-clearance for the donation from the Nuveen Global Anti-Corruption Officer. The recipient is a bona fide charitable organization that is free from any known ties to illegal activities. Charitable donations 16. Obtain pre-clearance from the Nuveen Global Anti-Corruption Officer before offering or providing charitable donations at the request of Recipients. Pre-clearance always applies if the requested donation is funded by Nuveen. If you are personally funding the requested donation, pre-clearance applies only if you are aware that the Recipient making the request has a connection to Nuveen's business. Making a charitable donation at the request of a Recipient is not prohibited, but all donations must be made in accordance with our high ethical standards and in compliance with all applicable laws. In addition, any charitable donations made in this context must meet ALL of the following criteria: •The payment of the donation will be made directly to the charity and not to any intermediary, agent, or other payee. •The donation will not confer a personal benefit on any Recipient and is not part of any exchange of favors. • • • 17. Distinct from pre-clearance and technical compliance, consider the context before making any charitable donations associated with Recipients: • Has any due diligence been conducted on the potential charitable organization? Does Nuveen have a prior relationship with the potential charitable organization? How did this particular request first come to Nuveen's attention? Is anyone who has communicated with Nuveen concerning the requested donation a Recipient? • • • SITUATIONAL EXAMPLES — GIFTS, ENTERTAINMENT, TRAVEL, LODGING Example 1 — Giftsthis policy so long as the expenses are reasonable and During a Nuveen-sponsored program related to thethe payment is allowed by the Recipient’s jurisdiction. United States, a Recipient notices promotional shirts, hats,or conspicuously luxurious accommodations) would have three or four of each.Example 3 — Travel Involving Friends and Family altogether (as do Australia, Germany, Hong Kong, and are all promotional materials of modest value that carryAnalysis: Nuveen must not pay for the travel expenses of her spouse, but she will have to pay for the spouse’s travel Example 2 — Travelexpenses. Nuveen is sponsoring a training conference. You know aExample 4 — Travel Involving Stopover attending and you recommend that Nuveen invite her andNuveen flies a Recipient to Chicago for a business meeting. Analysis: The request to provide travel must be pre-Analysis: The Recipient may stop in Las Vegas, but he must certain conditions. The training serves a legitimatecannot pay for any stopovers that are not directly connected

Would the potential donation be going to a • government

Page 7 of 12 Global Anti-Corruption Policy institution or agency (for example, a public hospital)? If the potential donation would not be going to a government institution or agency, is any government official, or any individual who does business with Nuveen or is affiliated with entities that do business with Nuveen, affiliated with the party making the request (as a board member, known supporter, etc.)? Why is it in Nuveen's or your interest to make the requested donation? Could Nuveen or you fairly be criticized or embarrassed if it makes the donation? Recipient recommends, or of any associate of a Recipient (friends, relatives and business associates, or any candidates recommended by such individuals). You must never recommend, advance, or approve the hiring of such persons if you are aware of any reason to believe that the hiring may involve an effort to influence or secure an improper benefit for Nuveen, or may create the appearance that such a benefit exists. In addition, you must never create a position solely to provide employment for a specific individual, or tailor a job description to match a specific individual. 20. Use Nuveen’s ordinary hiring processes; do not give special treatment to Recipients or their associates. Any evaluation and engagement of candidates who are Recipients, are recommended by them, or are associated with them as described in the paragraph directly above, must be done through Nuveen's normal hiring process: • • • All candidates for the job must be evaluated on the same criteria. You must not represent or imply to any candidate, or to anyone else, that the candidate will get the job or will receive special consideration. You must not attempt to improperly influence the hiring process, such as by asking that an individual be hired as a favor to you or by falsely representing their qualifications. If a candidate is in a capacity to influence a business outcome for Nuveen, use extreme caution in discussing employment or consulting opportunities with that candidate. You must notify your local/designated CCO (who will alert the Nuveen Global Anti-Corruption Officer) before hiring anyone who is a Recipient or has been referred or recommended by one. • • • disaster relief fund. Moreover, the direct beneficiary of • Political contributions 18. Exercise caution in making any political contributions in connection with Recipients. Such contributions are not eligible for reimbursement. However, you are permitted to make them using your personal funds, so long as they are consistent with applicable legal requirements and with the spirit of this policy (for example, contributions must not be related to any improper influence). Do not make a political contribution requested by a Recipient if you are aware of any business connection between Nuveen and that Recipient, and report any such requests to the Nuveen Global Anti-Corruption Officer. • Courtesies that you would ordinarily extend to any other job applicant are acceptable. For example, you may do any or all of the following: • Accept a recommendation on hiring and pass it on to the appropriate department for consideration. Thank the individual for the recommendation. Advise the individual that Nuveen has a transparent, documented hiring process, and that hiring decisions are made only through that process. Accept a résumé or letter of recommendation from the individual and pass it on to Human Resources or the appropriate person responsible for filling the job vacancy at issue. • • HIRING INDIVIDUALS WITH GOVERNMENT CONNECTIONS 19. Never hire a Recipient, or an individual associated with a Recipient, in order to gain an improper benefit. While there is no absolute prohibition on hiring Recipients, always exercise caution. Extend the same caution to the hiring of any candidate a • SITUATIONAL EXAMPLE — CHARITABLE DONATIONS A Recipient, who is also an investor in a Nuveen fund, tells you that he is the Fundraising Committee Chair for his former university. He asks whether Nuveen would be interested in making a donation to the university. Analysis: This request is unlikely to be approved. It should be considered whether the requesting Recipient would receive some intangible benefit from his former university, or whether he appears to be attempting to link the donation to any decisions with respect to his investments in Nuveen. The analysis would be different if the request was for a donation to a government-sponsored fund established to aid victims of a recent earthquake in the official's country, particularly if it was clear that other companies were being asked to make similar donations. In that case, the Recipient would be doing his official duty in soliciting donations for this the donation would be the government, not some institution important only to the requesting official.

• Assure the individual that the suggested candidate will receive appropriate consideration on the same basis as other candidates.

Page 8 of 12 Global Anti-Corruption Policy mentions that his son is looking for a job and asks whether make a larger investment if his son is hired. While the Analysis: You may offer general information on Nuveen's it to Human Resources to be considered on the same Nuveen because the request was linked, albeit indirectly, to Recipients representing the UK, except items with a • Never permit, or be part of, a "quid pro quo" thing done in exchange for another). • Always consider the context of any Gift, • Always pre-clear Gifts given to a Recipient (excluding permit any Gifts. avoid physical harm). Entertainment of any value. See `Never" for countries that do a Recipient, or yourself if it were to appear in the media or • Always get pre-clearance before offering or providing value to Recipients representing the UK. See `Never" for • Never permit or encourage anyone to do something that • Never do anything that would have the effect or • Always get pre-clearance before offering or lodging, or reimbursement for same. Never falsify records or omit material facts. • (or the equivalent in local currency) of Gifts in bring and pay for any non-business activities they add to • Never hire anyone, or tailor a job for a specific person, • Always get pre-clearance before making a charitable to Nuveen's business. Keep in Mind • Events that would normally be considered Entertainment • Always submit business-related expenses to Nuveen for limits) unless both an individual subject to this policy and a • Always use Nuveen's ordinary hiring processes; do not use their associates (as described in this policy). • All Entertainment must have a legitimate business • You do not need to report Gifts of low-value items that Officer before hiring anyone who is a Recipient or an • Wherever possible, Nuveen should pay for all reimbursing guests for the expenses. • Always report any actual or possible violations of reports for other purposes. value to Recipients representing Australia, Germany, or reports of policy violations, or for following this policy SUMMARY OF RULES APPLICABLE TO RECIPIENTS Always• Never provide Gifts or Entertainment of any value to Entertainment, Meal, travel, or lodging.Nuveen logo valued at no more than USD 5o. promotional items). See `Never" for countries that do notarrangement (stated or implied understanding of one • Always get pre-clearance before offering or providing• Never make any so-called grease payments (except to not permit Entertainment.• Never do anything that would be embarrassing to Nuveen, Meals valued at more than USD 150, or meals of anybe noticed by a regulator. countries that do not permit Meals.violates law, regulation, or policy. providing to a Recipient any air travel, luxury rail orappearance of circumventing a restriction. • Always ensure that Recipients pay for any guests they• Never give anyone more than USD 100 worth their itinerary.any 12-month period. donation at the request of a Recipient who is connectedin order to gain an improper benefit. •Always keep adequate records and documentation. reimbursement.are considered Gifts (and thus subject to more restrictive different criteria or give special treatment to Recipients orRecipient are present. • Always notify the Nuveen Global Anti-Corruptionpurpose. associate of one (as described in this policy).carry a Nuveen logo. this policy, and do so promptly.Entertainment, travel, and lodging directly, as opposed to Never• Use Concur (or your local expense reimbursement system) • Never provide Gifts, Entertainment or Meals of anyonly to obtain reimbursement; you may still need to file Hong Kong, or Singapore.• You will not be subject to any reprisals for sincere inquiries SITUATIONAL EXAMPLES — HIRING INDIVIDUALS WITH GOVERNMENT CONNECTIONS Example 1Example 2 You are visiting a Recipient. At the end of the meeting, heUnder the same scenario, the Recipient implies that he will there might be a position at Nuveen. The Recipient does notRecipient does not state this directly, his meaning is plainly in any way imply that the decision on hiring his son willunderstood by the salesperson. affect his decision to invest in Nuveen's funds or products.Analysis: The son is now ineligible for a job at hiring procedures, take the son's name and résumé, and forwardinvestment in Nuveen’s funds or products. basis as other candidates.

Page 9 of 12 Global Anti-Corruption Policy in the draft contract, and that there are no separate oral agreements or arrangements of any kind. Getting approval from the relevant business manager for the proposed business terms of the engagement. Once all required approvals have been obtained, sending copies of all records related to the due diligence and the engagement to your local/designated CCO, who will provide copies to the Nuveen Global Anti-Corruption Officer. Third-Party Agents SELECTION, DUE DILIGENCE, AND REVIEWS 21. Perform appropriate due diligence before contracting with any Third-Party Agents. While Third-Party Agents are important to Nuveen's business development plans, it is essential to take all appropriate steps to ensure that Nuveen only engages Third-Party Agents who are expected to conduct themselves in a way that would not create liabilities - whether civil, criminal, or reputational - that could be imputed to Nuveen. Any business area seeking to engage a Third-Party Agent must appoint an individual who is responsible for following the due diligence process established within the business entity/group. (Contact the Nuveen Global Anti-Corruption Officer if you would like to review a sample diligence questionnaire.) All due diligence efforts must be documented and risk-based. As part of a risk-based, due diligence program, business areas should be guided by these best practices: • • The local/designated CCO must review and consult with Legal, and with the Nuveen Global Anti-Corruption Officer as necessary, in regard to all Third-Party Agent due diligence materials submitted, and determine whether additional actions must be taken prior to engaging the Third-Party Agent. The applicable Nuveen business area will maintain all documentation related to the Third-Party Agent. The degree of due diligence efforts required will depend on the level of risk presented by the Third-Party Agent. For example, property managers who interact with Recipients in regard to licensing/permitting activities on behalf of Nuveen would present greater risk and should receive greater review than, say, real estate brokers who do not regularly interact with Recipients. Each business area should work with the Nuveen Global Anti-Corruption Officer to calibrate their risk-based due diligence program. 22. Re-perform the due diligence for each Third-Party Agent on a regular basis, in consultation with the local/designated CCO. Each business area that has contracts with Third-Party Agents must appoint an individual who is responsible for refreshing the due diligence on each Third-Party Agent at such intervals (annually, biannually, etc.) as may be appropriate. When the engagement of a Third-Party Agent ends, the local/designated CCO must notify the Nuveen Global Anti-Corruption Officer. Identifying the entity's ownership structure and verifying its regulatory approvals and licenses. Determining whether the entity has been subject to any legal or regulatory actions, and whether it and/or its owners are listed on any global sanctions lists. Ensuring that the proposed Third-Party Agent is qualified to perform the work and has relevant prior experience. Requesting the Anti-Corruption Policy of the Third-Party Agent and sharing it with the local/designated CCO for review and feedback or, alternatively, obtaining an executed representation from the Third-Party Agent that it will comply with anti-corruption laws. (Contact the Nuveen Global Anti-Corruption Office for a copy of the representation letter.) Ensuring that an appropriate level of business management has reviewed the due diligence and any related materials, and has shared them with the local/ designated CCO. Verifying that the contractual amounts of any commissions or other compensation to be paid to the Third-Party Agent are customary and reasonable for the services provided. Ensuring that Legal has approved the final form of engagement letter or agreement with the Third-Party Agent, and that language is included in the agreement that requires, where appropriate, compliance with anti-corruption obligations when acting on behalf of Nuveen. Verifying that all material terms of the proposed business agreement are correctly represented • • • • • INTERACTIONS AND "RED FLAGS" 23. Hold Third-Party Agents to Nuveen’s high ethical standards. You must not circumvent Nuveen's policies and procedures by using a Third-Party Agent to do what Nuveen is prohibited from doing itself. A Third-Party Agent may mistakenly believe that as a local individual or company it enjoys more freedom to "play by the local rules." However, it is never acceptable for Nuveen's policies to be circumvented in this manner. Misconduct by Third-Party Agents can create legal, reputational, political, and financial risks to Nuveen - and to any individual who is implicated by virtue of their actions or their duties. • •

Page 10 of 12 Global Anti-Corruption Policy facts, there are a number of "red flags" that may signify a heightened risk to Nuveen: Verify that all payments associated with Third-Party Agents are in line with the contract and appear proper in all regards. Each business area that has contracts with Third-Party Agents must make arrangements with its Finance function to monitor the payment activities associated with each Third-Party Agent. This includes: • Ensuring that commissions, expenses, and other payments are properly reflected in accounting books and records and financial statements, and are not falsified or disguised in any way. • Ensuring that no payments of commissions or other compensation are made in cash, to any other person, to bank accounts that are not in the Third-Party Agent's name, or to an account in a country that is not the country where the services were provided or where the Third-Party Agent has an office. 24. Always remain alert for "red flags" and immediately report (as described on page 1) any that you see. This applies not only to relationships with Third-Party Agents but to relationships with any other counterparty, such as a business partner, sub-contractor to the Third-Party Agent, or a government official. While each relationship should be evaluated on its specific A party that should be neutral (such as a Recipient) recommends a specific person or company to serve as a Third-Party Agent. A party seems indifferent to the price it is paying for Nuveen products or other products or services. A party requests that payments be made to or through a third-party or to a third-country bank account, or requests other unusual financial arrangements without reasonable explanation. A commercial party requests fees that are much greater than the market rate for comparable work without any reasonable explanation. A commercial party refuses to certify that it will not be involved in making improper payments. • • • • • A commercial party has a reputation for paying • bribes. • A commercial party requests payment in cash. • A commercial party is not listed in standard industry directories, or is unknown to people knowledgeable about the industry. A background check of a commercial party's principals uncovers evidence or reports of suspicious activities or a record of non-compliance with applicable rules or regulations. • funds from public entities in a country known for corruption. has been engaged by Nuveen as a placement agent makes expansion into a new country. An employee of a current to help get Nuveen set up in the new country at no cost, after which rent would be paid to an entity whose name you to a government official in order to secure a large pending so you must immediately alert your manager and seek advice This is something you must do any time you have reason to Analysis: There are at least two issues here, both requiring benefits are being offered on legitimate business grounds (for relationship) or as part of an attempt to create a quid pro quo sales or marketing network may have acted, or may be understand why the potential partner is willing to offer such If you ignore this remark, or any other remark or indication funneled to an employee, government official, or act of corruption committed on its behalf if circumstances It may be that both the economic benefits and the unknown law is even stricter: Nuveen is automatically presumed to compliance program in place). SITUATIONAL EXAMPLES — THIRD-PARTY AGENTS Example 1Example 2 You are responsible for securing investments in NuveenYou are in charge of evaluating potential partners for During an unguarded moment, a Third-Party Agent thatdistributor of Nuveen's funds in a neighboring country offers a comment implying that a payment will have to be madeincluding a free sublet at the distributor's offices for a year, investment. He is not explicit, but his meaning is clear.have never heard before. The employee of the distributor Analysis: The Third-Party Agent's comment is a "red flag'',implies that she has not vetted this plan with her superiors. from the Nuveen Global Anti-Corruption Officer.further inquiry. The first issue is whether the economic suspect that a Third-Party Agent or other entity in Nuveen’sinstance, as a competitive strategy for securing a long-term about to act, in violation of Nuveen’s policies.-whether stated or merely implied. In general, if you cannot that points to the same possibility, then Nuveen – and youattractive terms, you should not do the deal. personally – could be held liable for the illegal payment.The second issue is the payments to an unknown entity. Under US law, a company can be held responsible for anThat could be a sign that those funds are being improperly suggest that it knew, or should have known, of the act. UKother Recipient. be responsible for any bribery committed on its behalfentity prove to be legitimate, but you cannot know until you unless it can prove that it should not be held responsiblehave gathered more information. (for instance, by documenting that it had an adequate

Page 11 of 12 Global Anti-Corruption Policy accurately reflect the economics of the agreement. Make sure that in all cases, the goods or services provided and the terms of payment are clearly specified in the contract. There must not be any material aspects of the agreement that are left to oral understanding or to side documents that are not acknowledged in the contract. 27. Avoid non-standard terms wherever possible. Nonstandard terms in transactions – such as prepayments or delayed billing arrangements – can be used to hide improprieties or to circumvent policies, regulations, and laws. When a counterparty requests non-standard terms, use caution in accepting them. If in doubt, consult your local/designated CCO, the Nuveen Global Anti-Corruption Officer, or Legal. 28. Obtain all necessary contract approvals. All contracts with counterparties must be reviewed and approved by Legal and by the relevant business area head (or delegate). Once fully reviewed and approved, the contract must be signed by a Permanent Employee who has the proper authority to do so. Contracts with other parties 25. Perform appropriate due diligence when engaging in transactional activity. If your business unit is involved in acquiring companies that are based outside of the US or have non-US operations, your business unit CCO will establish appropriate due diligence procedures to be performed on the relevant parties in each transaction. These procedures will be designed to identify any risk of successor liability from an acquisition. For transactions that involve a joint venture, or the disposition of an asset in which the business unit would retain an ownership interest, your business unit CCO will establish appropriate due diligence procedures to be performed on the relevant parties to identify any reputational or related risks. 26. When contracting with entities or individuals who are not Third-Party Agents, make sure that contract terms are transparent and complete. Written contracts with these counterparties must indicate to the pension representative that you are not and Nuveen has authorized you to offer a 1% discount on says that for internal accounting reasons it would be easier account, rather than adjusting the terms in the contract. Analysis: Any request for non-standard terms should This guidance applies equally regardless of whether the have no discernible business purpose. caution. In this case, for instance, honoring the request make it difficult for Nuveen to prove that the discount is in While complexity does not always indicate impropriety, corrupt activities. You should seek additional explanation or Your questioning may yield information that shows that SITUATIONAL EXAMPLES — CONTRACTS WITH OTHER PARTIES Example 1is not enabling money to end up in the pocket of the pension You are negotiating a contract with a new pension client,representative or another improper Recipient, you should standard management fees. The pension representativeauthorized to make such a commitment on behalf of Nuveen. if Nuveen could credit the 1% discount to a distinct bankpension fund is for a public or private entity. Example 2 prompt you to seek further information and to proceed withA counterparty requests very complicated payment terms that would mean that there would be no sign of the discountAnalysis: You should attempt to understand whether there either in the contract or in Nuveen’s invoices, which wouldmay be a legitimate business reason for the complex terms. fact a discount and not an arrangement for diverting funds.unnecessarily complex payment terms can be a "red flag" for the request is legitimate. But until you have sufficientjustification for the complexity. evidence to reasonably conclude that the distinct account

Page 12 of 12 Global Anti-Corruption Policy administered the Nuveen Ethics Office, with central compliance and reporting to the appropriate governing Training make a person immune from liability for conduct that Records concerning Third-Party Agents responsibilities make such training appropriate. Anyone who is knowing and following it, regardless of whether they have responsible for maintaining a record of all Third-Party Agents Exceptions Third-Party Agents, dates on which the relationship began this policy. Local/designated CCOs must ensure that all exceptions that would violate any law will be granted. Corrupt Practices Act ("FCPA") and in consideration of other POLICY ADMINISTRATION Ownership Monitoring and enforcement This policy is owned by Nuveen Europe and APAC and is The Nuveen Ethics Office is responsible for monitoring responsibility for policy content resting with the Nuveen bodies within Nuveen. Any individual who violates the policy Global Anti-Corruption Officer. The Nuveen Global Anti-is subject to penalty. Possible penalties may include a written Corruption Officer is the head of the Nuveen Ethics Office. warning, fines, and suspension or termination of employment. Literal compliance with the policy will not Training will be provided to those Permanent Employees who violates the spirit of the policy. are likely to have contact with Recipients or whose job subject to this policy, as indicated on page 1, is responsible for All local/designated CCOs for Nuveen entities are been selected for training or not.that have been contracted with by their respective business areas. Information to be maintained includes the name of This policy exists to prevent violations of law. No(and terminated), and all of the documentation discussed in applicable requirements have been implemented within their respective business areas. Applicable rules This policy has been adopted in accordance with US Foreign applicable global anti-corruption laws and standards.

SECTION 1.8 NUVEEN REPORTABLE EVENTS POLICY

Nuveen Compliance | 16 April 2020 Reportable Events Policy S U M M A R Y A N D S C O P E Important to understand If an event is reportable, it doesn’t matter where it happened or who the legal or regulatory authority or other opposing party is. With Reportable Events, the financial service industry's focus is on circumstances that could appear to call into question an individual's ethics or judgment. Consequently, you must report to Nuveen Compliance, Americas, or your local/designated CCO any reportable interaction with any authority that has jurisdiction over the matter - civil or military; domestic or foreign; regulatory or self-regulatory; municipal, state, or federal. This includes securities exchanges and professional associations. In turn, Nuveen must review each Reportable Event and may submit reports to those authorities that require them. Failure to disclose a Reportable Event can have repercussions for you and for Nuveen. If you have any doubt whether something is reportable, contact Nuveen Compliance, Americas or your local/designated CCO. In many cases, each stage of a proceeding must be reported separately as its own Reportable Event. For instance, the filing of a complaint by a financial regulator or law enforcement agency and the resolution of that complaint are each Reportable Events. An arraignment, conviction, and sentencing constitute three separate Reportable Events, even if all are related to the same alleged crime. What this policy is about Establishing requirements to help ensure you report certain legal, financial, or other Reportable Events to Nuveen Compliance that involve you or any entity you controlled at the time of the event. Who this policy applies to • Canada. All Permanent Employees based in the US and • All Permanent Employees of any US-registered investment adviser who are based outside the US. • Any consultants, interns, or temporary workers in the US or Canada notified by Nuveen Compliance, Americas or their local/designated Chief Compliance Officer (CCO) that this policy applies to them. TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Nuveen, LLC and all of its direct or indirect subsidiaries worldwide. Permanent Employees Any full-or part-time employee of Nuveen, NOT including consultants and temporary workers. WHO TO CONTACT Nuveen Compliance, Americas brokerdealercomp@nuveen.com

Reportable Events Policy Page 2 of 2 R E S T R I C T I O N S A N D R E Q U I R E M E N T S 1. Promptly notify Nuveen Compliance, Americas or your local/designated CCO of any Reportable Event. Report an event within lo calendar days of its occurrence. Use PTA or report to your local/designated CCO using the Reportable Events Form. A Reportable Event is any of the following that involves you personally or any entity you controlled at the time of the event: any sales practice violation or of theft, forgery, or misappropriation of assets. Any arbitration or civil litigation relating to securities, commodities, real estate, banking, or insurance. Any order or injunction from the U.S. Postal Service related to allegations of obtaining money or property through false representation. Any instance where a bonding company has denied, revoked, or made a payment on a bond for you. Any judgment, finding, decision, sanction, penalty, consent decree, or settlement in connection with any of the above. • • • Any arraignment, charge, indictment, or entering of a plea in a criminal matter, other than a minor traffic violation. Any bankruptcy (whether voluntary or not), unsatisfied lien or judgment, short sale of a property, or settlement with a creditor involving any forgiveness of debt. Any notice or action involving any foreign or domestic regulator, self-regulatory organization, or commodities exchange, such as a complaint, request for information or testimony, subpoena, any notice of proceedings or of an investigation, or a Wells notice. Any suspension or revocation of authorization to act as an attorney, accountant, or federal contractor. Any other hearing or formal adjudication in which a professional designation or license was revoked or suspended or forfeited in anticipation of such hearing. Any new complaint from any former, current, or prospective customer that makes allegations of • • • The information will be evaluated to determine any reporting or disclosure obligations (for example, broader reporting related to complaints may be required for certain registered investment advisers). If there are, Nuveen Compliance, Americas or your local/designated CCO will coordinate with you to address them. 2. Complete the Annual Compliance Questionnaire/ Certification when requested. Note that the questionnaire is not a substitute for properly reporting an event as described above. • • • •

SECTION 1.9 NUVEEN DOING BUSINESS WITH GOVERNMENT ENTITIES POLICY

Nuveen Compliance | 11 November 2019 Doing Business With US State or Local Government Entities Policy S U M M A R Y A N D S C O P E What this policy is about Getting approval before engaging in activities with a State or Local Government Official that are deemed to be soliciting or lobbying, and adhering to all resulting restrictions and requirements. Who this policy applies to •Any Permanent Employee who might interact with a State or Local Government Official. •Any consultants or temporary workers notified by the Nuveen Ethics Office or their local/designated Chief Compliance Officer (CCO) that this policy applies to them. Important to understand Laws and regulations vary widely across states and municipalities. Activities that are permissible in one state may be prohibited by another. Some municipalities have their own laws in addition to state laws, and some US State and Local Government Entities have their own internal policies in addition to state and local laws. Soliciting or Lobbying a State or Local Government Official may trigger time-sensitive obligations. For example, you may be required to register as a lobbyist in a state or municipality, complete a state or municipality-governed ethics training course, or comply with other stringent disclosure requirements. Violations of this policy could have serious consequences for Nuveen. Nuveen could lose current government clients, be disqualified from doing business with potential new clients, and could suffer damage to its reputation. WHO TO CONTACT Nuveen Ethics Office, Americas: nuveenethicsoffice@nuveen.com 1-800-842-2733, extension 22-5599 TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Lobbying Contact with a State or Local Government Official with the intent of influencing official action pertaining to legislative, regulatory, or policy matters. This does not include contact related to regulatory examinations, any public comment process, any interactions aimed at obtaining factual information concerning disclosures, or providing subject matter expertise in relation to municipal securities, such as improving disclosures or changing trustees or bond covenants. Nuveen, LLC and all of its direct or indirect subsidiaries worldwide. Permanent Employee Any full-or part-time employee of Nuveen, NOT including consultants and temporary workers. State or Local Any US state; any non-state that is under the ownership, control, or protection of the United States; any US county, city, town, municipality, or territory (such as Guam, the US Virgin Islands, or Puerto Rico). State or Local Government Entity Any State or Local government, agency, authority, or instrumentality; any pool of assets sponsored by a State or Local government (such as a defined pension plan, separate account, or general fund); any participant-directed plan of a State or Local government (such as a 529, 403(b), or 457 plan); public universities and their endowments or other funds. State or Local Government Official Any elected, appointed, or employed official at any level of State or Local government, and any candidate for State or Local office. This includes any board members or employees of a State or Local retirement plan or a government-controlled enterprise (which includes all employees of public universities). Third-Party Solicitor Any individual who is not a Permanent Employee of Nuveen or an employee of TIAA, and any entity not affiliated with Nuveen that directly or indirectly solicits any client for, or refers any client to, any affiliate of Nuveen.

Doing Business With US State or Local Government Entities Policy Page 2 of 4 Examples of solicitation solicitations. Local Government Official regarding any Nuveen Official that do not involve any discussion of Nuveen the meeting. • Casual conversations or incidental contact with a State or Local Local Government Entity to discuss investment However, a prearranged meeting or an in-depth discussion with Examples of what is NOT solicitation • Sending a Nuveen prospectus or general marketing solicitation. preliminary information to determine if there is a R E S T R I C T I O N S A N D R E Q U I R E M E N T S 1.Request pre-clearance well in advance of contacting any State or Local Government Official to solicit business or engage in Lobbying. Pre-clearance is necessary, as certain state and/ or municipality laws and regulations may require registration or reporting prior to engaging in Lobbying or a solicitation. Submit your pre-clearance request through the Protegent PTA system (PTA), or coordinate your request through your local/designated CCO. You will be asked to include all of the following in your request: The Nuveen Ethics Office will review your request and conduct the research necessary to inform you how you may legally and appropriately engage with the identified State or Local Government Official(s). The Nuveen Ethics Office will also let you know whether you will need to pre-clear further communications with the State or Local Government Official after the initial contact. You do not need to request pre-clearance to participate in solicitation or Lobbying jointly with TIAA's Government Relations Department. In these circumstances, TIAA's Government Relations Department is responsible for obtaining pre-clearance. • • • Meeting date. Name of State or Local Government Entity. Names and positions of all State or Local Government Officials participating in the meeting. Nuveen employees participating in the meeting. • WHAT IS CONSIDERED A SOLICITATION? Any communication with a State or Local Government• Submitting a response to a Request for Proposals or Request Official for the purpose of obtaining or retaining a State orof Qualifications in connection with investment advisory Local Government Entity as a client is considered abusiness. However, contacts made prior to the issuance of an solicitation. It doesn't matter whether the communication isRFP or outside of the formal RFP process (such as with a direct or indirect, oral or written.high-level State or Local Government Official or employee who is not part of the RFP process) are considered Common examples are:•Providing client services under an existing contract. • Leading or participating in a sales meeting with a State or• Social conversations with a State or Local Government product or service. This applies no matter who initiatedproducts or services. • Contacting an investment consultant retained by a State orGovernment Official at a conference or similar setting. opportunities specific to that entity.the same individual regarding any Nuveen product or service is considered a solicitation. Solicitation does not include:information unsolicited to a State or Local Government • Contact with a State or Local Government Official forOfficial. However, any follow-up contact is considered a potential business opportunity.

Doing Business With US State or Local Government Entities Policy Page 3 of 4 2. Pre-clear all gifts, meals, and entertainment offered to State or Local Government Officials, regardless of value. Submit your pre-clearance request through the PTA system, or if time-sensitive, call the Nuveen Ethics Hotline. You can also request preclearance by contacting your local/designated CCO, who will coordinate with the Nuveen Ethics Office. Be aware that some states and municipalities prohibit gifts, meals, or entertainment of any type, form, or value. As a result, the pre-clearance requirement for gifts extends to all items bearing a Nuveen logo. 4. In rare circumstances where pre-clearance is not possible, you may report solicitations or business meals, within two business days after the fact. This applies only if an unanticipated opportunity arises to engage in a solicitation with, or provide food or beverages to, a Stat e or Local Government Official and there is not enough time to obtain pre-clearance. This is not without risk, so preclearance is always the most prudent course of action. Note that gifts, entertainment, and Lobbying must be pre-cleared in all circumstances. 5. Be aware that Third-Party Solicitors are contractually prohibited from soliciting State or Local Government Entities, or from receiving "finders fees" for helping Nuveen obtain or retain State or Local Government Entities as clients. Third-Party Solicitors could create liability for Nuveen, and accordingly, adequate due diligence is essential and continual supervision may be necessary. Exceptions to this restriction may be made based on facts and circumstances. Contact the Nuveen Ethics Office or your local/designated CCO for more information. 3. Strictly observe any requirements or conditions attached to the Nuveen Ethics Office's approval. For example, you may be required to complete a training course held by the State or Local Government Entity's designated ethics office, track the time and expenses you incur in connection with soliciting or Lobbying the State or Local Government Entity, or meet other compliance obligations (see the box on the following page). If your activity triggers any registration or reporting requirements, the Nuveen Ethics Office will prepare and submit the required materials on your behalf. RFP, an investment advisory agreement, or because of your to be considered "public officials" and thus subject to other information back to the entity. adopt special restrictions on gifts, including hospitality and Government Officials or certifications of compliance with Local Government Entities classify Nuveen employees who • Restrictions on communications. Often referred these restrictions may prohibit Nuveen and its or Local Government Entity while there is a pending require them to submit a form disclosing certain gifts and campaign contributions to US State or Local • Lobby law reference. In some cases, soliciting a State and/ or reporting as a lobbyist and may require a disclosure of registered lobbyists. POTENTIAL ADDITIONAL REQUIREMENTS State or Local Government Entities may require that you • Classification as a "public official." The existence of complete certain ethics-related disclosures or certifications. an investment advisory agreement with a State or Local You may receive these in connection with a solicitation, an Government Entity can cause certain Nuveen employees Lobbying activity. Contact the Nuveen Ethics Office orthe ethics requirements that apply to such officials. your local/designated CCO before submitting any forms or• Gift policies. Some State or Local Government Entities Examples of disclosures and limitations include: entertainment, from current or prospective vendors. • Placement agent disclosure form. Some US State or Others require the disclosure of gifts to State or Local solicit business from the entity as “placement agents” andlaws and policies limiting or prohibiting gifts. information, such as about their compensation and aboutto as a "black-out" period or a "cone of silence," Government Officialsemployees from contacting representatives of the State or Local Government Entity may trigger registrationsearch or RFP. certification of compliance with relevant lobby law or

Doing Business With US State or Local Government Entities Policy Page 4 of 4 investment adviser. Pre-clearance/notification is a potential business opportunity. next to Janet, an investment official of a municipal during the break. Pre-clearance/notification not involve any defining elements of a solicitation. for a new investment adviser. Pre-from John is considered a solicitation. adviser. Bob decides to request a meeting with Janet's Pre-clearance/notification required. Bob is now consultant re presentin g a state ret ire ment system. meeting with the investment consultant is usually considered • Janet informs Bob that she cannot meet with him Example 3 submit a response to the RFP. Pre-submitting a response to an RFP is not a solicitation. booth at a conference for government investment of Nuveen affiliates and offerings to Tom, a municipal required. The brochure is general marketing information. contact a board member of the pension fund to clearance/notification required. This communication is system, then asks Sue for information about Nuveen's clearance/ notification not required. This brochure is relationships with prospective clients. He decides to pension systems. Pre-clearance/notification not does not require pre-clearance/notification. • Sue offers to set up a meeting with Tom to discuss notification required. Sue can schedule the meeting, but RELATED POLICIES The topics covered in this policy are closely related to those covered in Nuveen's policies on Business Gifts, Meals, and Entertainment and on Political Contributions and Activities. In particular, bear in mind: •You must pre-clear gifts, meals, or entertainment of any value before offering them to a State or Local Government Official. •You must pre-clear all political contributions and political activities. SITUATIONAL EXAMPLES Example 1• John decides to call a county retirement system in • Bob, a Nuveen employee, is at a conference and sitshis territory to see if they are seeking a new pension fund. They begin casually discussing golfnot required. This is an initial call to determine if there required. The conversation is casual and does not• The county retirement system confirms they are looking • Janet mentions that they are seeking a new investmentclearance/notification required. Any subsequent contact team to discuss the potential business opportunity.• John schedules a sales meeting with an investment seeking to solicit a State or Local Government Official.Pre-clearance/notification required. A sales because an RFP has been issued and they are prohibiteda solicitation of the State or Local Government E ntity. from speaking with prospective bidders. Bob decides to clearance/notification not required. Preparing and• Sue, a Nuveen employee, is staffing an exhibition • Independent of the RFP process, Bob decides toofficers. She hands a brochure containing an overview encourage him to support Nuveen's bid. Pre-investment officer. Pre-clearance/notification not outside the formal RFP process.• Tom, an investment official with a state retirement Example 2small-cap strategy. Sue hands him a brochure with • John, a recently hired Nuveen employee, wants to buildgeneral information about the small-cap strategy. Pre-send a Nuveen capabilities book to various publicalso considered general marketing information. required. Sending unsolicited general marketing informationthe small-cap strategy in more detail. Pre-clearance/ she must get pre -clearance or promptly report the contact within 2 business days.

SECTION 1.10 NUVEEN VOLCKER RULE POLICY

Nuveen Compliance | January 13, 2020 Volcker Rule Policy S U M M A R Y A N D S C O P E What this policy is about Ensuring that Nuveen complies with all applicable requirements of the Volcker Rule, including restrictions on Proprietary Trading and on activities involving Covered Funds. This policy also extends to pooled vehicles and accounts deemed Volcker Affiliates for which Nuveen has responsibility, through an agreement or arrangement, for Volcker Rule compliance. The Volcker Rule directly affects some employee investments. Personal investment in a Nuveen-Sponsored Covered Fund must be pre-cleared to avoid company level penalties. Use the Protegent PTA system (PTA), or do as otherwise directed in your local policy on personal account dealing. Who this policy applies to • All Permanent Employees worldwide. •Any consultants or temporary workers notified by the Nuveen Ethics Office or their local/designated Chief Compliance Officer (CCO) that this policy applies to them. Important to understand Volcker Rule trading restrictions apply more widely than may be apparent and can create serious consequences if violated. As a subsidiary of TIAA, Nuveen is deemed under the Volcker Rule to be a Banking Entity. This means that Nuveen is subject to the restrictions and limitations imposed by the Volcker Rule. In addition, Nuveen is responsible for managing certain pooled vehicles and accounts, e.g., separate accounts. These vehicles and accounts may also be deemed Banking Entities. Subject to certain exemptions and exclusions, the Volcker Rule prohibits or limits the following activities by Banking Entities: • • Proprietary Trading; Acquiring or retaining any equity, partnership, or other Ownership Interest in a Covered Fund; and Acting as a Sponsor of or engaging in certain activities, relationships, or transactions with a Covered Fund. • WHO TO CONTACT For questions about this policy and the Volcker Rule contact: Nuveen Volcker Rule Compliance or your local/ designated CCO or Legal team member. Nuveen Volcker Rule Compliance: nuveenvolckercompliance@nuveen.com For pre-clearance of business activities, use the appropriate Volcker Rule pre-clearance form available on the Nuveen Compliance Intranet page or from your local/ designated CCO or Legal team member. For pre-clearance of personal investments, use the Protegent PTA system (PTA), or do as otherwise directed in your local policy on personal account dealing. You can also contact your local/designated CCO for assistance.

Volcker Rule Policy Page 2 of 3 RE STRICT IONS A N D R E Q U IR E M E N T S 1.Consult with Nuveen Legal before taking any action that might be considered Proprietary Trading. Nuveen and other Volcker Affiliates are generally prohibited from engaging in Proprietary Trading with their own balance sheets. However, important exceptions may be available for certain Volcker Affiliates (for example, insurance general accounts). If you are unsure whether any action you propose to take could be deemed Proprietary Trading on behalf of Nuveen or a Volcker Affiliate, consult with Nuveen Legal. 2. Obtain pre-clearance from Nuveen Legal by using the appropriate Volcker Rule pre-clearance form before forming, serving as the Sponsor of, or acquiring an Ownership Interest in a Covered Fund on behalf of Nuveen or any other Volcker Affiliate. Volcker Affiliates are generally prohibited from engaging in such activities, however, certain exemptions may be available (such as insurance general accounts holding Ownership Interests in Covered Funds). 3. Obtain pre-clearance from Nuveen Legal before engaging in any transaction between a Volcker Affiliate and a Nuveen or TIAA (or one of their Volcker Affiliates) sponsored Covered Fund. Such transactions may be considered prohibited transactions under so-called `Super 23A' (prohibiting credit support, guarantees and the like in favor of these Covered Funds) and `Section 23B' (requiring among other things arms' length terms for transactions with Covered Funds) provisions of the Volcker Rule. 4. Obtain pre-clearance from Nuveen Legal using the appropriate Volcker Rule pre-clearance form before investing in equities (or equity-like fixed income positions) for any Volcker Affiliate that is not a Covered Fund. Such positions may cause the entity in which the investment is made to be, a Volcker Affiliate and potentially a Banking Entity that could itself be subject to the Volcker Rule and this policy. In addition, such equity positions may inadvertently represent Ownership Interests in Covered Funds (see Item 2 above). TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Banking Entity Generally, any insured depository institution, or any company that controls, is a subsidiary, or is a Volcker Affiliate of one. Covered Funds, even if Volcker Affiliates, are not deemed Banking Entities, although sponsorship and investing activities in respect of Covered Funds regardless of their status under this definition are governed by the Volcker Rule, as described below. Covered Fund Generally any hedge fund, private equity fund, private commodity pool or other private fund offered in the U.S. or a foreign country. A collateralized loan obligation may not be considered a Covered Fund if it only holds loans and hedging instruments and meets certain other conditions. Registered Funds are specifically excluded from the definition of Covered Fund. Nuveen, LLC and all of its direct and indirect subsidiaries worldwide. Nuveen Volcker Rule Compliance The Compliance team responsible for maintaining and administering Nuveen’s Volcker Rule Compliance program, including this policy. Ownership Interest Equity, partnership, or other similar interest in a Covered Fund, including debt instruments with equity-like characteristics, but excluding a "restricted profit interest" (generally, an interest the sole purpose and effect of which is to allow the receipt of performance compensation from the Covered Fund). Permanent Employee Any full-or part-time employee of Nuveen, NOT including consultants and temporary workers. Proprietary Trading A Banking Entity engaging as a principal for its own "trading account" (as defined in the Volcker Rule) in any transaction to purchase or sell, or otherwise acquire or dispose of: (i) any security; (ii) any derivative; (iii) any contract of sale of a commodity for future delivery; or (iv) any option on any such security or derivative. Registered Fund Any registered investment company (such as a mutual fund, closed-end fund, or ETF), business development company, or foreign public fund (such as UCITS). CREF is also a Registered Fund for these purposes. Sponsor Any individual or entity that: • is a general partner, managing member, trustee or commodity pool operator of a Covered Fund; • selects or controls (or its employees, officers, directors or agents constitute) a majority of the directors, trustees, or management of a Covered Fund. TIAA Teachers Insurance and Annuity Association of America and all of its direct and indirect subsidiaries, including (for these purposes) TIAA, FSB, a federally insured depository institution. Volcker Affiliate (i) Nuveen, LLC and each of its direct and indirect subsidiaries; and (2) any other Banking Entities that control, are controlled by or are under common control with TIAA for which Nuveen employees have responsibility when engaging in transactions for such legal entities. This includes, for example, most real estate funds (registered and unregistered) and real asset funds, TIAA's General Account and Real Estate Account and their subsidiaries and entities deemed controlled by such funds or accounts, e.g., joint ventures. It does not include Registered Funds.

Volcker Rule Policy Page 3 of 3 5. Obtain pre-clearance from Nuveen Legal using the appropriate Volcker Rule pre-clearance form before investing in equities (or equity -like fixed income positions) on behalf of any Volcker Affiliate that is not a Covered Fund. Such positions may cause the downstream entity in which the equity or equity-like investment is made to be a Volcker Affiliate and potentially a Banking Entity that could itself be subject to the Volcker Rule and this policy. In addition, such equity positions may inadvertently represent Ownership Interests in Covered Funds (see Item 2 above). 6. Obtain pre-clearance by submitting a Private Placement pre-clearance request through PTA (or as otherwise directed under local policies) before obtaining a Beneficial Interest in a Nuveen sponsored Covered Fund, or allowing a household member to do so. "Beneficial Interest" and "Household Member" are defined in the Nuveen Code of Ethics Policies. If you are involved in activities related to Nuveen’s sponsorship of a Covered Fund and become aware of an employee of Nuveen, TIAA or any other Volcker Affiliate investing in such fund, please consult with Nuveen Legal immediately. (Under the Volcker Rule, employees of TIAA and its Volcker Affiliates may be restricted from investing in certain Nuveen-sponsored Covered Funds). 7. Complete annual Volcker Rule compliance training. Nuveen Volcker Rule Compliance and/or your local/designated CCO will assign training if your business area or job responsibilities include activities subject to the Volcker Rule (such as investment, sponsorship and/or trading activities). 8. Do not create or permit employee compensation arrangements that are designed to reward or incentivize prohibited Proprietary Trading or Covered Fund activities or excessive or imprudent risk taking. Nuveen Human Resources should consult with Nuveen Legal before offering any compensation arrangement that could implicate the Volcker Rule. 9. When in doubt, consult with Nuveen Volcker Rule Compliance or your local/designated CCO. If you are unsure whether something that you are proposing to do would implicate the Volcker Rule and this policy, always involve your local/designated CCO, who can review the situation with Nuveen Legal. "Nuveen Code of Ethics Policies"). RELATED POLICIES The topics covered in this policy are closely related to those covered in the Nuveen Code of Ethics, the Nuveen Code of Ethics/Personal Account Dealing - Europe and Asia-Pacific, and the Gresham Code of Ethics policies (together, The Nuveen Code of Ethics and the Gresham Code of Ethics already require employees and their household members to pre-clear a personal investment in any private placement, including in any private funds advised or subadvised by Nuveen. All pre-clearance requests regarding investments in Nuveen-sponsored Covered Funds will undergo extra scrutiny to ensure compliance with the Volcker Rule. See the full Nuveen Code of Ethics Policies for details. In addition, TIAA has adopted an enterprise-wide Volcker Rule Policy that is overseen by TIAA executive management and the TIAA Board of Trustees. This Nuveen Volcker Rule Policy is intended to supplement and not contradict such TIAA Policy.

SECTION 1.11 NUVEEN SHARED PERSONNEL (MULTIrHATTING) POLICY

Nuveen Compliance | 20 February 2020 Shared Personnel (Multi-Hatting) Policy S U M M A R Y A N D S C O P E What this policy is about Ensuring that the sharing of certain employees and their supervisors across affiliated investment advisers is handled appropriately, including policies, controls, and supervision. Who this policy applies to • States. All Permanent Employees located in the United •Any consultants or temporary workers notified by Nuveen Compliance or their local/designated Chief Compliance Officer (CCO) that this policy applies to them. Important to understand Failure to follow this policy could create significant business and reputational concerns for Nuveen, as well as potential liability. An employee acting on behalf of a Nuveen investment adviser without both appropriate authorization and full compliance with applicable policies and procedures may violate Nuveen’s contractual commitments and regulatory obligations. Managers have an obligation to supervise employees acting on behalf of multiple Nuveen investment advisers. Failure to comply with this policy could lead to regulatory sanctions being placed on the firm and could prevent the affected advisers from being able to carry out their desired investment strategies. TERMS WITH SPECIAL MEANINGS Within this policy, these terms are defined as follows: Investment-Related Research All research applicable to investments, such as investment recommendations, research reports, company analysis, market color or data or views on any particular issuer, sector, or holding. Multi-Hatted Performing investment-related activities, specifically making, participating in, or executing investment decisions on behalf of multiple Nuveen investment advisers. This includes portfolio management (client or otherwise), research, and trading personnel, or such other adviser personnel as may be determined by Compliance from time to time, but does NOT include members of shared services teams (Legal, Compliance, Risk, Finance, Operations and Technology, Sales (IAS), Global Product or Marketing) or personnel who provide such investment-related activities only through a subadvisory agreement. Multi-Hatting Office A team within Adviser Compliance that oversees this policy and the administration of the multi-hatting process. Multi-Policy Regime The requirement that a Multi-Hatted employee comply with certain policies and procedures of each Nuveen investment adviser for which the employee performs investment-related activities (as defined in "Multi-Hatted" above). Nuveen, LLC and all of its direct or indirect subsidiaries. Permanent Employee Any full-or part-time employee of Nuveen, NOT including consultants and temporary workers.

Shared Personnel (Multi-Hatting) Policy Page 2 of 2 G E N E R A L R E S T R I C T I O N S A N D R E Q U I R E M E N T S 1.Obtain advance approval from the Multi-Hatting Office before acting on behalf of a second Nuveen investment adviser or allowing any individual you manage to do so. This prohibition applies to managers as well as to individual employees. See contact information at right. 2. Obtain advance approval from the Multi-Hatting Office before designating any individual you manage as Multi-Hatted. This applies whether the individual is a new or existing report. 3. Ensure that you as an individual, as well as any individual you manage, receive any required compliance training before beginning work under any Multi-Hatting arrangement. The local/ designated CCO of each applicable adviser will advise the manager and the employee of all relevant requirements or training, including whether and to what extent a Multi-Policy Regime will apply. 4. For any individual you manage, provide notice before making any change in a Multi-Hatting arrangement, or in any related representations. As a manager, you should provide notice as soon as practicable (see contact information at right). You must also provide notice of any changes in any of the representations made in obtaining approval (for example, material changes in the individual's job responsibilities). 5. If an individual you manage will be hatted into another adviser, the individual must be supervised in the additional adviser. If you are going to supervise that individual in the additional adviser, then you must be hatted into that adviser. 6. As an individual, ensure that all appropriate notifications have been provided before you begin to act in accordance with any role changes. 7. If you are Multi-Hatted and provide Investment-Related Research to a portfolio manager, you must provide such research to every Portfolio Manager managing the same strategy or asset class at approximately the same time, within all advisers into which you are hatted. Research you provide electronically must be sent simultaneously to all applicable recipients. If you provide the research to one or more Portfolio Managers verbally, you must then promptly email the material information to all applicable Portfolio Managers. ADMINISTRATION Approval of Multi-Hatting Requests The following describes the process to be followed upon receipt of a request for Multi-Hatting approval for an individual. • The compliance officer covering the applicable business is responsible for tracking and monitoring the universe of hatted personnel within their jurisdiction, and for maintaining documentation of the hatted personnel and the applicable supervision. • Nuveen Compliance, upon learning of a hatting request, will notify the applicable compliance officer, who will contact the individual’s manager, and any proposed manager in the additional adviser, to discuss the arrangement and to advise the manager and the individual of the necessary documentation and relevant requirements, including whether a Multi-Policy Regime will apply (and if so, to what extent). • Working with Nuveen Compliance, the applicable compliance officer must assess their understanding of the request, and must complete a form reflecting that understanding (except that, in the case of a large, high-profile project involving multiple hatted personnel, the Compliance officers must provide a memorandum to the Multi-Hatting office). The form may include the following aspects, among others: –Rationale for Multi-Hatting. –Individual's physical location(s). –The reporting arrangement within each adviser. – Any information barriers to which the individual would be newly subject. – Representation as to whether the individual will comply with the Multi-Policy Regime, and which policies the individual will be required to comply with. –Required licenses and registrations, if any. – Any necessary revisions to the advisers’ disclosure documents, such as Form ADV or relevant product materials. – Whether the Multi Policy Regime will apply, or whether there is a finding of equivalency between the policies of the applicable advisers. • The compliance officer of the additional adviser must notify the Ethics Office of all Multi-Hatting arrangements and the Ethics Office shall adjust its controls accordingly. • Upon approval, the compliance officer of the additional adviser must notify the Corporate Secretary's office and other identified Nuveen stakeholders. WHO TO CONTACT For advance approvals, notifications of change and questions relating to this policy: Multi-HatRequests@nuveen.com

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DPST#75^@0O]"PJA?A B"%L"C,S!PCRD, COVER 111 filename111.htm November 25, 2020 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: SEI Institutional International Trust Post-Effective Amendment No. 77 (File No. 033-22821) and Amendment No. 78 (File No. 811-05601) to Registration Statement on Form N-1A Ladies and Gentlemen: On behalf of our client, SEI Institutional International Trust (the “Trust”), we are filing, pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “1933 Act”), Post-Effective Amendment No. 77 and, under the Investment Company Act of 1940, as amended, Amendment No. 78 (the “Filing”) to the Trust’s Registration Statement on Form N-1A. The Filing is made for the purpose of reflecting changes to the principal investment strategy of the Emerging Markets Equity Fund, a series of the Trust. If you have any questions, please do not hesitate to contact me at (215) 963-4969. Very truly yours, /s/ John J. O’Brien John J. O’Brien, Esq. cc: Ms. Theresa Pacharis Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 +1.215.963.5000 United States +1.215.963.5001

	Morgan, Lewis & Bockius LLP

	1701 Market Street
	Philadelphia, PA 19103-2921	+1.215.963.5000
	United States	+1.215.963.5001