Attached files
| file | filename |
|---|---|
| EX-32 - EXHIBIT 32 906 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND | gcifsection906certofceoand.htm |
| EX-31.2 - EXHIBIT 31.2 CFO 302 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND | section302certofcfoq42017.htm |
| EX-31.1 - EXHIBIT 31.1 CEO 302 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND | gcifsection302certofceoq42.htm |
| EX-21.1 - EXHIBIT 21.1 REGISTRANT SUBSIDIARIES - GUGGENHEIM CREDIT INCOME FUND | registrantssubsidiaries2017.htm |
| EX-14.1 - EXHIBIT 14.1 REGISTRANT CODE OF ETHICS - GUGGENHEIM CREDIT INCOME FUND | ex141gcifcoe.htm |
| 10-K - 10-K GUGGENHEIM CREDIT INCOME FUND - GUGGENHEIM CREDIT INCOME FUND | gcif201710-k.htm |
Sponsor
Guggenheim Partners Investment Management, LLC
Chief Compliance Officer
Owner
GPIM Director of Policies & Procedures
Contact
Arik.Hirschfeld@GuggenheimPartners.com
Effective Date
February 1, 2018
Code of Ethics
Guggenheim Partners Investment Management, LLC
Exhibit 14.2
Table of Contents
1. Objectives of the Code of Ethics .................................................................................................... 4
2. Who is Subject to the Code? .......................................................................................................... 4
3. Who Administers the Code? ........................................................................................................... 5
3.1. Chief Compliance Officer ..................................................................................................... 5
3.2. Code of Ethics Compliance Platform ................................................................................... 6
4. Fiduciary Duty to Clients ................................................................................................................. 7
4.1. Managing Conflicts ............................................................................................................... 7
4.2. Confidentiality and Safeguarding Information ...................................................................... 7
4.3. Prohibition on Front Running ............................................................................................... 7
4.4. Compliance with the Code of Ethics .................................................................................... 7
5. Reporting of Personal Trading ........................................................................................................ 8
5.1. Which Investment Accounts Do Access Persons Need to Report? ..................................... 8
5.2. Required Initial Holdings Reports and Certifications ............................................................ 9
5.3. Required Quarterly Transaction Reports ............................................................................. 10
5.4. Annual Holdings Reports and Certifications ........................................................................ 12
5.5. New Investment Accounts .................................................................................................... 12
6. Pre-clearance for Personal Trading ................................................................................................ 12
6.1. Trades Requiring Pre-Clearance ......................................................................................... 13
6.2. Trades Not Requiring Pre-Clearance ................................................................................... 13
6.3. Prohibited Transactions ....................................................................................................... 14
7. Trading Restrictions ........................................................................................................................ 14
7.1. For All Trading ...................................................................................................................... 14
7.2. Excessive Trading in Reportable Accounts ......................................................................... 15
7.3. Holding Periods .................................................................................................................... 15
8. Annual Review ................................................................................................................................ 16
9. Retention of Records ...................................................................................................................... 16
10. Sanctions ........................................................................................................................................ 16
11. Interpretations and Exceptions ....................................................................................................... 17
12. Supplement 1 – Transactions in Closed End Funds (“CEFs”) Advised or Sub-Advised by the
Advisor ............................................................................................................................................ 18
13. Supplement 2 – Transactions in Exchange Traded Funds (“ETFs”) Advised or Sub-Advised by the
Advisor and Securities Traded by Such Funds .............................................................................. 20
14. Supplement 3 – Transactions in Unit Investment Trusts (“UITs”) for Which the Advisor Assists with
the Selection of Securities Traded by Such Trusts ........................................................................ 21
Confidential 4
1. Objectives of the Code of Ethics
Guggenheim Partners Investment Management, LLC (“GPIM” or the “Advisor”), its subsidiaries and
affiliated investment advisers are committed to conducting our investment advisory business with
the highest legal and ethical standards. We aim to uphold our reputation of integrity and
professionalism in the furtherance of the interests of our clients and in a manner that is consistent
with all applicable laws, rules and regulations. This reputation is a vital business asset and has
generated the trust and confidence of GPIM’s clients.
Accordingly, the Advisor has adopted this Code of Ethics (the “Code”) to effectuate the purposes
and objectives of Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers
Act”) and in accordance with industry best practices. All persons associated with the Advisor are
responsible for knowing and understanding the policies and guidelines contained in the Code. Our
conduct should reflect GPIM’s values, demonstrate ethical leadership, and promote a work
environment that upholds our reputation for integrity, ethical conduct and trust. The Code sets forth
the general principles and standards of conduct expected from you. It cannot and is not intended to
cover every scenario or circumstances under which you may face business and personal conflicts.
Technical compliance is not enough and you are expected to comply with the spirit of the Code.
Compliance monitors, surveils and escalates to the business when appropriate. The GPIM
Chief Compliance Officer (“CCO”) and GPIM Compliance Department should be contacted
for advice and recommendations as to compliance with regulatory requirements, this Code
and together with the GPIM Compliance Manual (“Manual”), the Compliance Program.
However, the business has primary authority and control over the investment activities and
operation of GPIM and for managing employees. Access Persons should contact
Guggenheim Partners’ Central Compliance Department (“Central Compliance”) with any
questions on employee trading and activities.
If you have any questions, please speak to a member of the GPIM Compliance Department.
2. Who is Subject to the Code?
As a condition of employment, all individual employees, officers, principals, partners and directors
of GPIM (generally referred to as “Employees”) are required to comply with the Code. In addition,
the following categories of persons are considered to be Access Persons and are required to
comply with the Code together with Employees. “Access Person”1 includes any:
a. Employee, Director, officer, manager, principal and partner of the Advisor (or other persons
occupying a similar status or performing similar functions), or other person who provides advice
on behalf of the Advisor or is subject to the Advisor’s supervision and control;
b. Any person who:
1 This includes any arrangement where the Access Person serves as an agent, executor, trustee or in another capacity.
Confidential 5
i. Has access to nonpublic information regarding any of the Advisor’s client’s purchase or
sale of securities, or nonpublic information regarding the portfolio holdings of any client
account the Advisor or their affiliates manage, or any fund which is advised or sub-
advised by the Advisor (or certain affiliates, where applicable);
ii. Makes recommendations or investment decisions on behalf of the Advisor;
iii. Has the power to exercise a controlling influence over the management and policies of
the Advisor, or over investment decisions, who obtains information concerning
recommendations made to a client account with regard to the purchase or sale of a
security;
iv. The CCO shall determine on a case-by-case basis whether a temporary employee (e.g.,
consultant or intern) should be considered an Access Person. Such determination shall
be made based upon an application of the criteria provided above, whether an
appropriate confidentiality agreement is in place, and such other information as may be
necessary to ensure that proprietary information is protected. As such, temporary
employees may only be subject to certain sections of the Code, such as certifying to it, or
may be exempt from certain reporting requirements such as not having to hold their
reportable accounts at the permitted broker-dealers; or
v. Any person deemed to be an Access Person by the CCO.
3. Who Administers the Code?
3.1. Chief Compliance Officer
3.1.1. Responsibilities
The Advisor’s Compliance Department (the “GPIM Compliance Department”) is
responsible for administering the Code of Ethics under the auspices and
responsibility of the CCO and the Advisor’s senior management. The CCO will
delegate appropriate responsibilities to designated members of the GPIM
Compliance Department. Central Compliance administers certain sections of the
Code of Ethics pertaining to Employee activities.
3.1.2. Reporting of Violations
If an Access Person becomes aware of a violation of this Code, the Access Person
has an obligation to report the matter promptly to the CCO. Nothing in this policy
prohibits an Access Person from contacting a securities regulator.
3.1.3. Review of Violations
The GPIM Compliance Department will review all violations of the Code and oversee
any appropriate investigation and subsequent response. As the designee of senior
management, the CCO shall have the right to make final and binding interpretations
Confidential 6
of the Code and may grant, using his/her discretion, exceptions to certain of the
Code’s requirements and restrictions.
No Employee, who in good faith reports a violation of this Code, shall suffer
harassment, retaliation or with respect to a report concerning a violation by
another Employee, adverse employment consequences.
An Employee who retaliates against someone who has reported a violation in
good faith may be subject to disciplinary action. Alternatively, the Advisor will
treat any malicious or knowingly false report of a violation to be a serious offense
and may discipline the Employee making such a report.
3.1.4. Review of CCO Compliance with Code
A member of senior management of the Advisor or any other person designated
(e.g., a member of the Legal Department or the Global Head of Compliance or his
designee), who may or may not be an Employee of the Advisor, is responsible for
reviewing the CCO’s personal trading reports and Code certifications required under
the Code. If the CCO is in violation of the Code, senior management will impose the
appropriate sanction(s).
3.1.5. Employee Cooperation
Employees are encouraged to share questions, concerns, suggestions or complaints
with the GPIM Compliance Department. Reports of violations or suspected violations
will be kept confidential to the extent possible, but consistent with the need to
conduct an adequate investigation.
3.2. Code of Ethics Compliance Platform
3.2.1. Use of Compliance Platform
The Advisor utilizes an electronic Compliance Platform, to manage the Code’s
reporting and certification obligations. Access Persons are required to use the
Compliance Platform, to the extent practical.
Code reporting requirements are to be completed through the Compliance
Platform (including certifications, personal securities transactions covered by the
Code, disciplinary disclosures, outside business affiliations, private transactions,
board memberships, and gifts and entertainment) or through an alternate manner
approved by the GPIM Compliance Department.
At the time of designation as an Access Person, Central Compliance will provide
all Access Persons with login information and instructions for using the
Compliance Platform.
3.2.2. Electronic Reporting
Quarterly personal securities transaction reporting and annual holdings reporting will
be completed electronically, to the extent practical. In order for duplicate brokerage
Confidential 7
statements to be sent directly to the Compliance Platform or for electronic feeds to
be established, Access Persons may need to provide appropriate authorization to
their brokers.
3.2.3. Exceptions to Electronic Reporting
On a case by case basis and at the discretion of Central Compliance, paper reports
and certifications may be accepted in lieu of electronic reporting on the Compliance
Platform.
4. Fiduciary Duty to Clients
4.1. Managing Conflicts
Access Persons owe a fiduciary duty to clients and have an obligation to act in their clients’
best interests. Access Persons must scrupulously avoid serving personal or conflicted
interests ahead of the interests of clients. Conflicts and potential conflicts can arise in a
variety of situations. All Access Persons must also seek to identify and appropriately address
potential conflicts between and among client accounts as well. One client’s interests may not
be favored over the interests of another. The Manual, available via OneGuggenheim,
includes the Private Transactions Conflicts of Interests Review Policy that provides
additional guidance and procedures for addressing potential conflicts within a business
transaction context.
4.2. Confidentiality and Safeguarding Information
Unless permitted in writing prior to disclosure, information regarding clients or their accounts
may not be shared with persons outside of the Advisor, such as vendors, family members, or
market participants. In particular, information regarding the trading intentions of clients or the
Advisor on behalf of its clients may not be shared. Access Persons may have information
regarding clients, their investment strategies, strategic plans, assets, holdings, transactions,
personnel matters and other information. This information must remain confidential and may
not be shared outside the Advisor.
4.3. Prohibition on Front Running
Front-running, or engaging in conduct that may be construed as front-running, is strictly
prohibited under this Code. Such conduct generally involves an Access Person purchasing
or selling a Covered Security for his/her own account(s) on the basis of trading plans or
actual trading positions of the Advisor’s client account(s) over which the Access Person has
investment control when the Access Person knows that such order is likely to materially
change a price received by a client or move a market to the benefit of the Access Person
and detriment of the client. Proprietary, Access Persons’, and discretionary accounts will be
monitored for front-running.
4.4. Compliance with the Code of Ethics
Confidential 8
On an annual basis, Access Persons are required to acknowledge that they have reviewed,
understand and agree to comply with the Code. A current copy of this Code is available via
OneGuggenheim.
5. Reporting of Personal Trading
It is the sole responsibility of the Access Person to ensure that all reporting requirements are
completed by the timeframes set forth by this Code. This may mean that the Access Person may
have to enter information manually, provide statements or follow up with his/her broker-dealer or
bank.
5.1. Which Investment Accounts Do Access Persons Need to Report?
Generally, any account which is in the name of the Access Person and members of his/her
Immediate Family2, which can, even if the account does not currently, hold Covered
Securities (as defined in Section 5.3.1) will need to be reported.
5.1.1. Report any of the following Investment Accounts:
a. The Access Person has Beneficial Ownership3 over an Investment Account.
b. Any Investment Account with a broker-dealer or bank over which the Access
Person has investment decision-making authority (including accounts that the
Access Person is named on, such as being a guardian, executor or trustee, as
well as accounts that Access Person is not named on such as an account
owned by another person but for which the Access Person has been granted
trading authority).
c. Any Investment Account with a broker-dealer or bank established by
partnership, corporation, or other entity in which the Access Person has a
direct or indirect interest through any formal or informal understanding or
agreement.
d. Any college savings account in which the Access Person has investment
discretion and which holds securities issued under Section 529 of the Internal
Revenue Code and in which the Access Person has a direct or indirect interest.
e. Any other account that the CCO deems appropriate in light of the Access
Person’s interest or involvement.
2 Immediate Family includes, but is not limited to, a spouse, child, grandchild, stepchild, parent, grandparent, sibling, mother or
father-in-law, son or daughter-in-law, or brother or sister-in-law, living in the same household, or otherwise dependent on the Access
Person. Access Persons may rebut this presumption if they are able to provide the Advisor with satisfactory assurances that they
have no material interest in the account and exercise no control over investment decisions made regarding the account. Access
Persons should consult with Central Compliance for guidance regarding this process.
3A person has Beneficial Ownership if he or she, directly or indirectly through any contract, arrangement, understanding, relationship
or otherwise, has or shares a direct or indirect pecuniary (financial) interest in a (i) security or (ii) accounts which can hold securities,
including but not limited to: individual, joint, partnership, custodial, trust, IRA, UGMA and KEOGH accounts. The determination of
Beneficial Ownership is the responsibility of each Access Person: it is a fact-based decision.
Confidential 9
f. Any account in which the Access Person’s Immediate Family is the owner.
Access Persons are presumed to have investment decision-making authority
for, and therefore should report, any Investment Account of a member of their
Immediate Family if they live in the same household.
g. Any 401(k) accounts from a previous employer which can, or offer the ability to,
hold Covered Securities.
5.1.2. Independently managed third-party account reporting:
a. Access Persons must disclose managed/third-party discretionary accounts,
i.e., where the person has “no direct or indirect influence or control”.
b. Access Persons are required to obtain a signed copy of the Managed
Account Letter (provided by Central Compliance) from their third-party
investment advisor confirming that the advisor has authority to effect
transactions on behalf of the account without obtaining prior consent of the
Access Person and that the Access Person does not direct trades in the
account.
c. Access Persons should immediately notify Central Compliance in writing if
there are any changes in control over the account or if there are any
changes to the relationship between the trustee or third-party investment
advisor and the Access Person (i.e., independent professional or friend or
relative, unaffiliated versus affiliated firm). Please note that an immediate
family member with discretion over a covered account is not considered a
third-party advisor.
d. Trades in managed/third-party discretionary accounts are not subject to the
pre-clearance requirements and trading restrictions of the Code.
e. Account holdings/transactions in such accounts do not need to be reported
if the Access Person has no influence or control over the account.
5.2. Required Initial Holdings Reports and Certifications
Information that is required when you initially become subject to the Advisor’s Code:
a. Access Persons must report all of their Investment Accounts. (See Section 5.1.1 for
more information.)
b. The report must include copies of statements which include the name of the
broker/dealer or bank, title on the account, security names, and the number of
shares and principal amount of all holdings.
i. If the Access Person’s brokerage firm provides automatic feeds to the
Compliance Platform, the Advisor will obtain account information
electronically, after the Access Person has completed the appropriate
authorizations as required by the brokerage firm.
Confidential 10
c. All required account information must be reported within 10 calendar days from the
date of hire, or the date on which the Access Person becomes an Employee of the
Advisor and so designated as an Access Person, and the information must be
current as of a date no more than 45 calendar days prior to the date the person
becomes an Access Person.
d. Access Persons must complete a form certifying receipt and acknowledgement of
this Code.
e. All Access Persons and any new accounts of current Access Persons must maintain
their personal brokerage accounts with brokerage firms designated and approved by
Central Compliance.4 The CCO or his designee may provide exceptions to this
policy on a limited basis, however the Access Person will be responsible for
ensuring that the account statements and trade confirmations are received by
Central Compliance in a timely manner.
f. Existing accounts by new Access Persons which are not held at the permitted
broker-dealers must be transferred within 60 calendar days from the date the
Access Person is so designated; the failure to transfer within this time will be
considered a violation of this Code. Any request to extend the 60 days transfer
deadline must be accompanied by a written explanation by the current broker-dealer
as to the reason for delay. Central Compliance may grant specific exceptions in
writing.
5.3. Required Quarterly Transaction Reports
5.3.1. Information required on a quarterly basis:
Access Persons must report all their quarterly transactions in Covered Securities in
which they have a direct or indirect beneficial interest, within at least 30 calendar
days after quarter end.
“Covered Securities,” as defined by the Acts, are any financial instrument related to
a security, including:
Stock
Note
Treasury stock
Security future
Bond
Debenture
Evidence of indebtedness
4 The list of designated Broker Dealers is available on OneGuggenheim at: http://oneguggenheim/Compliance/Pages/Designated-
Broker-Dealers.aspx?type=GPIM?Source=http://oneguggenheim/compliance/Pages/default.aspx
Confidential 11
Investment contract
Voting trust certificate
Certificate of deposit for a security
Option on any security or on any group or index of securities (e.g., put, call or
straddle)
Exchange traded fund (ETF)
Limited partnership
Certificate of interest or participation in any profit-sharing agreement
Collateral-RIC certificate
Fractional undivided interest in oil, gas or other mineral right
Pre-organizational certificate or subscription
Transferable shares
Foreign unit trust (i.e., UCIT) and foreign mutual fund
Private Investments (as defined in Section 6.1 below). Please note that a Private
Investment and Loan Pre-Clearance Form (available through
OneGuggenheim) must be completed prior to any new investment.
Unit investment trusts (UIT)
Closed-end mutual funds
Any 529 college savings plans
Open-end mutual funds managed, advised or sub-advised by the Advisor or an
affiliate, as applicable
Any other instrument that is considered a “security” under the applicable
securities laws
The term “Covered Securities” does not include obligations of the U.S. government,
futures on obligations of the U.S. government, bank loans, bankers acceptances,
bank certificates of deposit, commercial paper and high quality short term debt
instruments such as repurchase agreements, shares issued by unit investment
trusts that are invested exclusively in one or more open-end funds, none of which
are reportable funds, or open-end mutual funds which the Advisor or its affiliates, as
applicable, do not manage, advise or sub-advise (Access Persons should be aware
that investments in Guggenheim Funds through its 401(k) or Employee Investment
Program are reportable as Covered Securities).
From time to time, the Compliance Platform may not receive all duplicate statements
from brokers or may not receive them on a timely basis. In those cases, Access
Persons will be notified by Central Compliance and must provide copies of the
statements to Central Compliance who will forward the information to the
Compliance Platform.
Confidential 12
5.4. Annual Holdings Reports and Certifications
5.4.1. Information required on an annual basis:
Access Persons must provide a list of all Covered Securities in which they or
their Immediate Family have a direct or indirect interest, including those not held
in an account at a broker-dealer or bank. The list must include the title, number of
shares and principal amount of each Covered Security. Access Persons must
report the account number, account name and financial institution for each
Investment Account with a broker-dealer or bank for which they are required to
report.
Access Persons must report all accounts and holdings within 30 calendar days
after year end via the Compliance Platform, or as otherwise permitted by Central
Compliance, and the information must be current as of a date no more than 45
calendar days prior to the date the report is submitted.
Access Persons must also certify annually that they have complied with the
requirements and have disclosed all holdings required to be disclosed pursuant
to the requirements of this Code. In addition, Access Persons will respond to
personal disciplinary history questions.
5.5. New Investment Accounts
Upon opening a reportable account or obtaining an interest in an account that requires
reporting, the account must be reported within 5 calendar days of funding the Investment
Account. The account must be reported to Central Compliance via the Compliance Platform
or as otherwise permitted by Central Compliance, along with the title of the account, the
name of the financial institution for the account, the date the account was established (or the
date on which interest or authority that requires the account to be reported was gained) and
the date reported.
6. Pre-clearance for Personal Trading
All Access Persons must pre-clear any trades in their Investment Accounts (except as provided
below) through the Compliance Platform prior to execution. Prior to participating in any Private
Investments (as defined below), all Access Persons must pre-clear (i.e., receive approval) for
proposed transactions through Central Compliance. This is necessary in order to verify that there is
no conflict between the desired trade and the Advisor’s current activities or the interests of the
Advisor and its clients.
Approvals to trade in an Investment Account are generally only good until the close of business on
the day they are sought. If an Access Person receives approval to trade a security and does not
execute the trade on the day the approval is received, the trade will need to be pre-cleared again if
the Access Person still wants to execute the trade.
Confidential 13
If an Access Person is in possession of material non-public information about any security, the
Access Person must not trade it, in accordance with GPIM’s Insider Trading Policy (see the Manual
for more information), despite pre-clearing the trade and receiving approval.
6.1. Trades Requiring Pre-Clearance
1. Covered Securities: Unless excluded below, Access Persons must pre-clear trades in
Covered Securities through the Compliance Platform, which checks the trade against
the Advisor’s Restricted List and any other applicable rules and guidelines. (See
Section 5.3.1 above for the full list of Covered Securities.)
2. Initial Public Offerings: Trades in IPO’s must be pre-cleared. Access Persons must
request pre-approval by submitting the Private Investment and Loan Pre-Clearance
Form to Central Compliance. The form is available on OneGuggenheim. Note: Any
Employee who is also registered with a broker-dealer is prohibited from participating in
an IPO.
3. Private Investments: Private Investments include, but are not limited to investments in:
hedge funds, private equity funds, venture capital funds, other private fund vehicles and
privately-held companies. New Access Persons must disclose any existing Private
Investments within 10 days of becoming an Access Person. The Central Compliance
Employee Activities Group sends an email to all new Access Persons with the Private
Investments Disclosure Form, which they must complete. Existing Access Persons
are required to seek prior written approval to invest in any new Private Investments and
must complete the Private Investment and Loan Pre-Clearance Form (available
through OneGuggenheim), providing information about the investment that will assist
Central Compliance with the review of the request. The Guggenheim Capital Conflicts
Review Committee (“CRC”) may also review private investment requests for approval,
as necessary. Approval by the CRC is required in the event that it is determined that a
proposed or existing private investment involves one or more potential significant
conflicts of interest.
6.2. Trades Not Requiring Pre-Clearance
1. Government Securities/Certain Other Debt Instruments: Trades in any direct
obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments including repurchase
agreements are not required to be pre-cleared.
2. Money Market Funds: Trades in any investment company or fund that is a money
market fund are not required to be pre-cleared.
3. Open-End Registered Funds: Trades in open-end mutual funds that are not advised or
sub-advised by the Advisor or affiliates are not required to be pre-cleared.
4. No Knowledge: Securities transactions where no knowledge of the transaction exists
before it is completed are not required to be pre-cleared. For example, a transaction
Confidential 14
effected by a trustee of a blind trust or discretionary trades involving an investment
partnership, when the Access Person is neither consulted nor advised of the trade
before it is executed, are not required to be pre-cleared. If an option is exercised, the
underlying transaction need not be pre-cleared though the option itself must be pre-
cleared.
5. Certain Corporate Actions: Any acquisition of securities through stock dividends,
dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-
offs, exercise of rights or other similar corporate reorganizations or distributions
generally applicable to all holders of the same class of securities is not required to be
pre-cleared.
6. 529 College Savings Plans Not Advised or Sub-Advised by the Advisor: Any
transaction in units of a college savings plan established under Section 529 of the
Internal Revenue Code, unless the underlying investment includes Open-End
Registered Funds advised or sub-advised by the Advisor, are not required to be pre-
cleared.
7. Miscellaneous: Any transaction in any other securities as Central Compliance may
designate.
6.3. Prohibited Transactions
1. Investment Clubs: Participation in Investment Clubs is prohibited. Generally, an
Investment Club is a group of people who pool their money to make investments.
Usually, Investment Clubs are organized as partnerships and after members study
different investments, the group decides to buy or sell based on a majority vote of the
members. If you have any questions regarding whether an arrangement is an
Investment Club, please contact Central Compliance.
2. Commodity Interests: Trading in Commodity Interests and related Futures are
generally prohibited, except for certain types of futures. See the NFA Compliance
Manual available on OneGuggenheim, for the list of permissible futures. Access
Persons should consult with Central Compliance with regard to whether a particular
instrument is a commodity interest. Senior management, together with the CCO, may
grant exceptions to this prohibition on a case-by-case basis and approval will be
conditioned on compliance with certain requirements.
7. Trading Restrictions
7.1. For All Trading
In addition to reporting and pre-clearance obligations, the Code also includes restrictions
regarding the manner in which Covered Securities may be traded and held in any reportable
Investment Accounts. (See Section 5.1.1 for more information.)
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Regardless of whether a transaction is specifically prohibited in this Code, no person subject
to this Code may engage in any personal securities transactions that (i) impact their ability to
carry out their assigned duties or (ii) increase the possibility of an actual or apparent conflict
of interest. Access Persons are prohibited from the following under any circumstances:
7.1.1. Market Manipulation
Securities transactions may not be executed with the intent to raise, lower, or
maintain the price of any security or to falsely create the appearance of trading
activity.
7.1.2. Trading on Inside Information
Transactions (e.g., purchases or sales) of any security cannot be made if in
possession of material non-public information about the security or the issuer of the
security. (Please also refer to the Manual for the Insider Trading Policy.)
7.1.3. Front-running
No Access Person may trade ahead of a client transaction. (See Section 4.3 for
more information.)
7.2. Excessive Trading in Reportable Accounts
Access Persons may not engage in excessive trading in their reportable Investment
Accounts. Access Persons shall not make more than 60 Covered Securities trades in any
reporting quarter. Transactions that do not require pre-clearance are not included in the total,
and buy or sell transactions respectively, executed in the same security on the same day,
are considered to be one transaction (i.e., an approved transaction executed in lots
throughout the day is considered one transaction).
Option Strategies
Option strategies such as option spreads that are executed on the same security on the
same day, are considered to be one economic transaction. The multiple transactions that
make up the option spread will not be counted as individual transactions towards the
excessive trading limit.
7.3. Holding Periods
7.3.1. Registered Funds
Holding periods apply for any funds advised or sub-advised by the Advisor. A list of
applicable funds subject to additional personal trading policies is included as
Supplements 1, 2 and 3.
After purchase in an account of a closed-end mutual fund advised or sub-advised
by the Advisor, Access Persons must hold that security in that account for at
least 60 calendar days from the date of purchase.
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Note that this limitation also applies to any purchase or sale in an Access
Person’s individual retirement account, 401(k), deferred compensation plan, or
any similar retirement plan or Investment Account for their or their Immediate
Family.
8. Annual Review
The GPIM Compliance Department will review the adequacy of the policies and procedures
contained in this Code and the effectiveness of its implementation on an annual basis. This review
will consider any changes in the business activity of the Advisor and any changes to the Advisers
Act or applicable regulations that might suggest a need to revise the policies and procedures
contained herein. In addition, the GPIM Compliance Department will consider the need for interim
reviews in response to significant compliance events, changes in business arrangements or
regulatory developments.
9. Retention of Records
This Code, as updated from time to time, acknowledgements of receipt of a copy of the Code by
each Access Person, a list of all persons required to make reports hereunder from time to time, a
copy of each report made by an Access Person and a record of any violation hereof and any action
taken as a result of such violation, shall be maintained by the Advisor as required under the
Advisers Act for a period of not less than 5 years.
Central Compliance will use best efforts to assure that all requests for pre-clearance, all personal
securities transaction reports and all reports of securities holdings are treated as "Personal and
Confidential." However, such documents will be available for inspection by appropriate regulatory
agencies, and by other parties within the Advisor and its affiliates as are necessary to evaluate
compliance with, or sanctions under, this Code.
10. Sanctions
This Code is designed to facilitate compliance with applicable laws and to reinforce the Advisor’s
reputation for integrity in the conduct of their businesses. For violations of this Code, sanctions may
be imposed as deemed appropriate by the GPIM Compliance Department with Central Compliance
and as applicable in coordination with senior management. Escalation will depend on the severity
and frequency of the infraction considering the facts and circumstances such as potential or actual
harm or reputational risk to clients, prospects or the Advisor. A pattern of violations that individually
do not violate the law, but which taken together demonstrate a pattern of lack of respect for the
Code, may result in disciplinary action, including termination of employment.
Specifically, the Access Person shall be subject to remedial actions which may include, but are not
limited to, any one or more of the following: (1) verbal warning and/or letter of instruction; (2)
written memo or letter of caution (including requirement for additional training) or other measures;
(3) enhanced supervision or management plan; (4) decrease in compensation, performance
Confidential 17
measure or other penalty; (5) termination of employment; or (6) referral to civil or governmental
authorities for possible civil or criminal prosecution. If the Access Person is normally eligible for a
discretionary bonus, violations of the Code may also reduce or eliminate the discretionary portion
of his/her bonus.
11. Interpretations and Exceptions
The GPIM Compliance Department shall have the right to make final and binding interpretations of
the Code and may grant, at its discretion, exceptions to certain of the prohibited transactions as
described in this Code. Any memorandum created regarding the granting of any such exceptions
will be retained. Each Access Person must obtain written approval from the GPIM Compliance
Department before taking any action regarding such an exception.
Confidential 18
12. Supplement 1 – Transactions in Closed End Funds (“CEFs”) Advised or Sub-Advised by the
Advisor
With respect to transactions in CEFs advised or sub-advised by the Advisor, the following
requirements are in addition to, or supplement, the requirements of the Advisor’s Code of Ethics
(“Code”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them
in the Code.
12.1. Pre-Approval
Access Persons are required to obtain prior approval through the Compliance Platform
before undertaking any transaction (e.g., purchase or sale) in CEFs advised or sub-advised
by the Advisor. Pre-approval is in addition to, not a substitute, for other restrictions discussed
below.
12.2. Blackouts – Dividend
Access Persons are prohibited from trading in CEFs advised or sub-advised by the Advisor
seven (7) days before and seven (7) days after the initial dividend of such CEF is declared.
Access Persons are also prohibited from trading in CEFs advised or sub-advised by the
Advisor seven (7) days before the dividend of such CEF is declared. Dividends that are
automatically reinvested are not subject to the pre-approval requirement.
12.3. Blackouts – Fund Securities
Access Persons with knowledge about or access to information about CEF equity
transactions (“Equity Access Persons”) may not engage in personal transactions in equity
securities to be traded in CEFs advised or sub-advised by the Advisor seven (7) days before
and seven (7) days after such transaction.
12.4. Holding Period
Access Persons are required to hold any purchase of CEFs advised or sub-advised by the
Advisor for sixty (60) calendar days. Additional holding period requirements exist for persons
deemed to be insiders of a closed-end fund for the purposes of Section 16 of the Securities
Exchange Act of 1934. Such persons should contact Central Compliance prior to effecting
trading in the closed end fund(s) for which they are an insider.
12.5. Requests for Exceptions from Blackouts
Requests for exceptions from the blackout restriction should be submitted in writing to
Central Compliance. Central Compliance shall respond to all such requests in writing.
Central Compliance will maintain records of all exception requests and records of all
responses.
Confidential 19
12.6. Review of Trading
Central Compliance will review trading activity of Access Persons and in other client
accounts, at least quarterly, to ensure compliance with the above procedures. A record of
such reviews will be maintained by Central Compliance.
12.7. Reporting of Transactions
Access Persons must email the CEFs Advisor at: Section16Filings@guggenheimfunds.com,
but in no event more than 24 hours, after any transaction in CEFs advised or sub-advised by
the Advisor. Such reporting is required to make mandatory regulatory filings within the
required time period.
Confidential 20
13. Supplement 2 – Transactions in Exchange Traded Funds (“ETFs”) Advised or Sub-Advised
by the Advisor and Securities Traded by Such Funds
With respect to transactions in an ETF advised or sub-advised by the Advisor and equity securities
traded by such Funds, the Advisor’s Access Persons are required to comply with the following
requirements which are in addition to, or supplement, the requirements of the Advisor’s Code of
Ethics (“Code”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to
them in the Code.
13.1. Pre-Approval
Access Persons are required to obtain prior approval through the Compliance Platform
before undertaking any transaction (e.g., purchase or sale) in an ETF advised or sub-
advised by the Advisor and the securities held by such ETFs. Pre-approval is in addition to,
not a substitute for, other guidelines discussed below.
13.2. Blackouts – Fund Securities
With respect to the Advisor role as the advisor or sub-advisor to an ETF, no Access Person
with knowledge about or access to information about ETF equity transactions (“Equity
Access Persons”) shall engage in a securities transaction in an equity security
recommended for inclusion or exclusion for the ETF from the time a final recommendation
concerning such security is communicated, either to the Advisor’s investment decision-
maker or to the ETF’s Advisor, until the security is purchased or sold by the ETF.
13.3. Investment of Dividends
Dividends that are automatically reinvested are not subject to the pre-approval requirement.
13.4. Requests for Exceptions from Blackouts
Requests for exceptions from the blackout restriction should be submitted in writing to
Central Compliance. Central Compliance shall respond to all such requests in writing.
Central Compliance will maintain records of all exception requests and records of all
responses.
13.5. Review of Trading
Central Compliance will review trading activity of Access Persons and in other client
accounts, at least quarterly, to ensure compliance with the above procedures. A record of
such reviews will be maintained by Central Compliance.
Confidential 21
14. Supplement 3 – Transactions in Unit Investment Trusts (“UITs”) for Which the Advisor
Assists with the Selection of Securities Traded by Such Trusts
With respect to transactions in a UIT for which the Advisor assists with the selection of securities
traded by such Trusts, and with respect to securities selected for inclusion for any such UIT, the
Advisor’s Access Persons are required to comply with the following requirements which are in
addition to, or supplement, the requirements of the Advisor’s Code of Ethics (“Code”). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in the Code.
14.1. Blackouts
With respect to the Advisor’s role in security selection for UITs, no Access Person with
knowledge about or access to information about UIT equity transactions (“Equity Access
Persons”) shall engage in a securities transaction in an equity security recommended for
inclusion or exclusion for the UIT from the time a final recommendation concerning such
security is communicated to the UIT Sponsor until the time such security is deposited into
the UIT.
14.2. Requests for Exceptions from Blackouts
Requests for exceptions from the blackout restriction should be submitted in writing to
Central Compliance. Central Compliance shall respond to all such requests in writing.
Central Compliance will maintain records of all exception requests and records of all
responses.
14.3. Review of Trading
Central Compliance will review trading activity of Access Persons and in other client
accounts, at least quarterly, to ensure compliance with the above procedures. A record of
such reviews will be maintained by Central Compliance.