Common use of Ethical Wall Clause in Contracts

Ethical Wall. Consistent with Section 16, the Manager’s information barrier policies must be designed, at a minimum, to ensure that (a) personnel assigned to the management of assets held for the Company are adequately segregated from personnel involved with the Manager’s general trading, brokerage, sales, or other activities that might be in conflict with the duty the Manager owes to the Company under this Agreement, (b) the Manager establishes and maintains a restricted trading list (the “Restricted List”) and restricts all trading activity on behalf of the Company’s Secondary Market Corporate Funding Facility program (as further described in the Investment Management Agreement (Secondary Market Corporate Credit Facility) between the Company and the Manager dated May 11, 2020) in corporate debt securities of an issuer on the Restricted List as long as the issuer remains on the Restricted List; and (c) any information related to the management of assets for the Company is not shared with personnel involved in any activities that might be in conflict with the Manager’s duty to the Company under this Agreement without appropriate vetting and controls being put in place by the Manager’s Legal and Compliance Department. The Manager shall include an issuer on the Restricted List immediately when, in performing its duties under this Agreement, the Manager receives any material nonpublic information about the issuer. The Manager shall remove an issuer from the Restricted List when all material nonpublic information of the issuer in the Manager’s possession or control becomes public or stale. The Manager shall conduct periodic e-mail surveillance reviews of all persons with access to Confidential Information to ensure compliance with the Manager’s information barrier policies. The Manager shall also conduct periodic reviews of access permissions for all network systems and folders containing Confidential Information. The Manager shall either retain records relating to such email reviews for as long as it is performing services under this Agreement or provide the records (or copies of such records) to the FRBNY prior to destruction of the records under the Manager’s normal record retention policy. 18.3.1 The Manager shall have policies in place that direct the individuals who participate on a regular basis in the manager daily calls (described in Section 10.1) to refrain from accessing nonpublic information in other client accounts regarding specific positions in (i) corporate bonds, ETFs, syndicated loans, and equity securities, in each case of a U.S. issuer or a foreign issuer with Affiliates that are Eligible Issuers, and (ii) derivatives the value of which are tied to instruments described in the foregoing (i) (the instruments described in (i) and (ii), collectively, the “Restricted Instruments”), including the nature of specific client holdings or pending client trades in the Restricted Instruments, and any nonpublic intention to direct, effect, or recommend a transaction in the Restricted Instruments. Other communications or discussions with individuals responsible for the management of other client accounts are permitted, including communications and discussions on high level investment policy (which may include daily investment strategy meetings that are not client or account specific); macroeconomic and sector issues/trends; market environment, developments, and risk factors; and regulatory developments, in each case so long as they are not directly related to the specific holdings in other client accounts. Personnel who participate on a regular basis in the manager daily calls may also have access to and participate in discussions concerning research (including analytical tools and portfolio and risk management systems) produced by the Manager, as long as such research, tools and systems do not provide information with respect to specific holdings in other client accounts or, if they do provide access to such information, the Manager has policies in place that direct such individuals to refrain from accessing non-public information regarding specific holdings in other client accounts. For any other personnel assigned to provide investment management, trading and/or advisory services to the Company and the FRBNY in connection with this Agreement, the Manager shall have policies in place that direct such personnel to ensure that their advice, guidance, and direction concerning the assets of the Company and the investment strategy is not based on or influenced by nonpublic information regarding specific securities in other client accounts, including the nature of specific client holdings or pending client trades and any non-public intention to direct, effect or recommend a transaction in a specific security in other specific client accounts. 18.3.2 The Manager acknowledges that individuals who sit atop of the ethical wall must be especially vigilant to ensure that discussions with, or advice, guidance, or direction given to, individuals on the other side of the wall is not based on, or influenced by, Confidential Information concerning assets of the Company or trading strategy. The implementation of the ethical wall policy of the Manager shall be reviewed by the Manager’s internal audit or compliance at least once within the first six months of the engagement and, thereafter, in accordance with the Manager’s own review policies, but not less frequently than annually. After the completion of each such review, Manager shall provide to FRBNY a report containing the results of the review. 18.3.3 In addition to following the Manager’s information barrier policies, the Manager agrees that: (a) to the extent not inconsistent with this Agreement, it will comply with the Information Barrier and Conflicts of Interest Procedures described in Exhibit G in respect of the activities of personnel assigned to this engagement; (b) a list of each of the individuals who has been assigned to this engagement and the dates of such assignment are maintained and can be reviewed by the FRBNY at its request; and (c) any individual who is involved in providing investment management, trading, and/or advisory services to the Company or the FRBNY, for the time during which such individual has access to Facility MNPI (as defined in Exhibit G) and thereafter for the duration of the Cooling-Off Period (as defined below), shall: (i) be prohibited from providing investment management, trading or advisory services (in the case of advisory services, meaning providing advice that could be viewed as informed by the Confidential Information) to anyone other than the Company in connection with Restricted Instruments, except that, as to syndicated loans, such prohibition will only apply to syndicated loans held in the Facility; and (ii) refrain from purchasing for him- or herself investments in any of the Restricted Instruments, without prior consultation with the Chief Compliance Officer of FRBNY.

Ethical Wall. Consistent with Section 16, the Manager’s information barrier policies must be designed, at a minimum, to ensure that (a) personnel assigned to the management of assets held for the Company are adequately segregated from personnel involved with the Manager’s general trading, brokerage, sales, or other activities that might be in conflict with the duty the Manager owes to the Company under this Agreement, and (b) the Manager establishes and maintains a restricted trading list (the “Restricted List”) and restricts all trading activity on behalf of the Company’s Secondary Market Corporate Funding Facility program (as further described in the Investment Management Agreement (Secondary Market Corporate Credit Facility) between the Company and the Manager dated May 11, 2020) in corporate debt securities of an issuer on the Restricted List as long as the issuer remains on the Restricted List; and (c) any information related to the management of assets for the Company is not shared with personnel involved in any activities that might be in conflict with the Manager’s duty to the Company under this Agreement without appropriate vetting and controls being put in place by the Manager’s Legal and Compliance Department. The Manager shall include an issuer on the Restricted List immediately when, in performing its duties under this Agreement, the Manager receives any material nonpublic information about the issuer. The Manager shall remove an issuer from the Restricted List when all material nonpublic information of the issuer in the Manager’s possession or control becomes public or stale. Department The Manager shall conduct periodic e-mail surveillance reviews of all persons with access to Confidential Information to ensure compliance with the Manager’s information barrier policies. The Manager shall also conduct periodic reviews of access permissions for all network systems and folders containing Confidential Information. The Manager shall either retain records relating to such email reviews for as long as it is performing services under this Agreement or provide the records (or copies of such records) to the FRBNY prior to destruction of the records under the Manager’s normal record retention policy. 18.3.1 18.4.1 The Manager shall have policies in place that direct the individuals who participate on a regular basis in the manager daily calls (described in Section 10.1) to refrain from accessing nonpublic information in other client accounts regarding specific positions in (i) corporate bonds, ETFs, syndicated loans, and equity securities, in each case of a U.S. issuer or a foreign issuer with Affiliates that are Eligible Issuers, and (ii) derivatives the value of which are tied to instruments described in the foregoing (i) (the instruments described in (i) and (ii), collectively, the “Restricted Instruments”)such instruments, including the nature of specific client holdings or pending client trades in corporate bonds, ETFs, equity securities, or derivatives the Restricted Instruments, value of which are tied to such instruments and any nonpublic intention to direct, effect, or recommend a transaction in corporate bonds, ETFs, equity securities, or derivatives the Restricted Instrumentsvalue of which are tied to such instruments in other specific client accounts. Other communications or discussions with individuals responsible for the management of other client accounts are permitted, including communications and discussions on high level investment policy (which may include daily investment strategy meetings that are not client or account specific); macroeconomic and sector issues/trends; market environment, developments, and risk factors; and regulatory developments, in each case so long as they are not directly related to the specific holdings in other client accounts. Personnel who participate on a regular basis in the manager daily calls may also have access to and participate in discussions concerning research (including analytical tools and portfolio and risk management systems) produced by the Manager, as long as such research, tools and systems do not provide information with respect to specific holdings in other client accounts or, if they do provide access to such information, the Manager has policies in place that direct such individuals to refrain from accessing non-public information regarding specific holdings in other client accounts. For any other personnel assigned to provide investment management, trading and/or advisory services to the Company and the FRBNY in connection with this Agreement, the Manager shall have policies in place that direct such personnel to ensure that their advice, guidance, and direction concerning the assets of the Company and the investment strategy is not based on or influenced by nonpublic information regarding specific securities in other client accounts, including the nature of specific client holdings or pending client trades and any non-public intention to direct, effect or recommend a transaction in a specific security in other specific client accounts. 18.3.2 18.4.2 The Manager acknowledges that individuals who sit atop of the ethical wall must be especially vigilant to ensure that discussions with, or advice, guidance, or direction given to, individuals on the other side of the wall is not based on, or influenced by, Confidential Information concerning assets of the Company or trading strategy. The implementation of the ethical wall policy of the Manager shall be reviewed by the Manager’s internal audit or compliance at least once within the first six months of the engagement and, thereafter, in accordance with the Manager’s own review policies, but not less frequently than annually. After the completion of each such review, Manager shall provide to FRBNY a report containing the results of the review. 18.3.3 18.4.3 In addition to following the Manager’s information barrier policies, the Manager agrees that: (a) to the extent not inconsistent with this Agreement, it will comply with the Information Barrier and Conflicts of Interest Procedures described in Exhibit G in respect of the activities of personnel assigned to this engagement; (b) a list of each of the individuals who has been assigned to this engagement and the dates of such assignment are maintained and can be reviewed by the FRBNY at its request; and (c) any individual who is involved in providing investment management, trading, and/or advisory services to the Company or the FRBNY, for the time during which such individual has access to Facility MNPI (as defined in Exhibit G) and thereafter for the duration of the Cooling-Off Period (as defined below), shall: (i) be prohibited from providing investment management, trading or advisory services (in the case of advisory services, meaning providing advice that could be viewed as informed by the Confidential Information) to anyone other than the Company in connection with Restricted Instruments, except that, as to syndicated loans, such prohibition will only apply to syndicated loans any of the asset classes held in by the FacilityManager for the Company; and (ii) refrain from purchasing for him- or herself investments in any of the Restricted Instrumentsasset classes held by the Manager for the Company, without prior consultation with the Chief Compliance Officer of FRBNY.