No Covered Person should report any existing or potential violation of the Code or any law, rule or regulation or Company policy to any person who is involved in the matter giving rise to the existing or potential violation.  When using the Ethics Hotline, Covered Persons may remain anonymous.  However, bear in mind that in some cases anonymity may hinder a full investigation of the issue.  If you do choose to remain anonymous, please be sure to provide a sufficiently detailed description of the factual basis of the allegation so that an appropriate investigation can be performed.

All concerns will be taken seriously by the Company and, when appropriate, the Company will fully investigate each allegation.  This may include talking to any individuals directly involved, as well as to others who may possess information pertinent to the situation.  Covered Persons are expected to cooperate fully with internal investigations of wrongdoing or misconduct, and failure to cooperate fully with any such investigations will lead to disciplinary action, up to and including termination.

The Company will not tolerate any retaliation against any Covered Person for raising, in good faith, a possible violation of this Code or of a law, rule or regulation.  Retaliation for reporting a federal offense is illegal under federal law.  Any person who participates in retaliatory conduct will be subject to disciplinary action up to and including termination of employment.  Misusing this Code by knowingly or recklessly providing false information to the Company may also result in appropriate disciplinary action.

Every director, officer, manager and supervisor who receives a complaint or a report alleging or regarding an actual or potential violation of this Code or of a law, rule or regulation has, without exception, the responsibility to immediately communicate such complaint to the Compliance Officer or the Company’s Chief Financial Officer (if such complaint or report is related to financial, accounting or auditing matters) or report it to the Ethics Hotline.

Notwithstanding anything to the contrary herein or therein, nothing in this Code or in any other Company policy or agreement that a Covered Person, or any former Covered Person, may have with the Company or any of its affiliates, including any employment, severance, confidentiality or similar agreement, is intended to or does restrict or prohibit a Covered Person or former Covered Person from reporting possible violations of law or regulation directly to, or from filing a claim or assisting with an investigation directly with, a self-regulatory authority or a government agency or entity, including without limitation the U.S.  Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation (“Protected Disclosures”), whether such disclosures are made as a result of a Covered Person initiating communications directly with or responding to any inquiries from such government agency or entity.  Covered Persons do not need the prior authorization of the Company to make Protected Disclosures and do not need to notify the Company that they have made Protected Disclosures.

G.  Accounting Complaints

The Company’s policy is to comply fully with all applicable financial reporting and accounting regulations.  If any Covered Person has unresolved concerns or complaints regarding questionable accounting, internal control or auditing matters concerning the Company, such person is encouraged to submit such concerns or complaints in accordance with the Company’s Complaint Procedures for Accounting and Auditing Matters.

H. Fair Dealing

We seek to outperform our competition fairly and honestly.  We seek competitive advantages through superior performance, never through unethical or illegal business practices.  Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.  Each Covered Person should endeavor to respect the rights of, and to deal fairly with the Company’s customers, suppliers, consultants, competitors, employees and other persons with whom the Company transacts business.  No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

I. Confidential Information

All Covered Persons have responsibility for maintaining the confidentiality of information entrusted to them by the Company or its customers, including any information that might be useful to competitors or harmful to the Company or its customers if disclosed.  Except as required by law, rule or regulation or as expressly authorized by the Company’s Chief Executive Officer or the Compliance Officer, every Covered Person who has access to confidential Company information must limit disclosure of such information to other Covered Persons who have a clear need to know such information.  This obligation continues after your employment with, or service to, the Company ends.  However, for clarity, nothing in this Code or any other Company policy or agreement is intended to or does restrict or prohibit a Covered Person from disclosing confidential information in the course of making a Protected Disclosure, as noted in Section F above.  If there are any questions concerning confidential information or the treatment of what is believed to be confidential Company information, please contact the Company’s Compliance Officer.

J. Protection and Proper Use of the Company’s Assets

All Covered Persons should protect the Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a direct impact on the Company’s profitability.  Any suspected incident of fraud or theft should be immediately reported to the Company’s Compliance Officer or through the Ethics Hotline.  All of the Company’s assets should be used for legitimate business purposes and should not be used for non-company business, although incidental personal use may be permitted with the permission of your supervisor.  The Company has the ability, and reserves the right, to monitor all electronic and telephonic communication.

K. Business Records

The Company’s responsibilities to its shareholders require that all of the Company’s books, records, accounts and financial statements be maintained in reasonable detail, appropriately reflect the Company’s transactions and conform to applicable legal requirements, the Company’s system of internal controls and accounting principles generally accepted in the United States (“GAAP”).  The Company relies on the accuracy and completeness of its business records to (i) provide full, fair, accurate, timely and understandable disclosure in its audited financial statements and operating and financial results reported to its equityholders, (ii) make management decisions and (iii) analyze its operations.  The accuracy of such records is essential for continued, long-term business success.

No false, misleading or artificial entries may be made by any Covered Person in the books and records of the Company.  All Covered Persons with supervisory responsibility shall establish and implement appropriate internal accounting controls over all areas of their responsibility to ensure the safeguarding of the Company’s assets and the accuracy of its financial records and reports.  The Company has adopted controls in accordance with internal needs and the requirements of applicable laws and regulations.  These established accounting practices and procedures must be followed to assure the complete and accurate recording of all transactions.  All Covered Persons, within their areas of responsibility, are expected to adhere to these procedures, as directed by the Chief Financial Officer.

Any accounting adjustments that materially depart from GAAP must be approved by the Company’s Chief Financial Officer.  In addition, all material off-balance-sheet transactions, arrangements and obligations, contingent or otherwise, and other relationships of the Company with unconsolidated entities or other persons that may have material current or future effects on the financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses must be disclosed to the Company’s Chief Financial Officer.

No Covered Person may interfere with or seek to improperly influence, directly or indirectly, the auditing of the Company’s financial records.  Violation of these provisions shall result in disciplinary action, up to and including termination of employment, and may also subject the violator to substantial liability.

L. Retention of Business Records

Records retention policies seek to establish consistent practices concerning how long records should be kept and when, in the normal course of business, they should be destroyed.  All Covered Persons must comply at all times with all laws, rules and regulations relating to records preservation, all records retention policies and all document or record preservation notices.  Records must be maintained for the duration of the assigned retention periods.  A record is any information, regardless of physical format, which has been created or received in the transaction of the Company’s business.  Physical format of a record includes paper documents and information recorded on physical media such as CDs, DVDs or computer hard drives.  The retention and proper disposal of the Company’s records shall be in accordance with established Company policies and applicable legal and regulatory requirements.

If the existence of any pending or threatened legal action, subpoena or investigation is known or reported to you, promptly contact the Ethics Hotline.  You must retain all records that may relate to any pending or threatened legal action, subpoena or investigation.  If you have a question as to whether a record pertains to a pending or threatened legal action, subpoena or investigation, contact the Ethics Hotline before disposing of the record in question.

M. Bribes, Gifts and Gratuities

The Company shall enter into and conduct all business relationships honestly and ethically.  Bribery, kickbacks or other improper payments, direct or indirect, to any person in order to obtain a contract, some other commercial benefit or government action has no place in our business and is strictly prohibited.  The Company also strictly prohibits any Covered Person from accepting such payments from anyone.

No Covered Person shall directly or indirectly offer gifts or favors of more than nominal value (approximately $100 or less) to any person with whom the Company currently does business or with whom the Company may do business in the future.  Notwithstanding the foregoing, reasonable business entertainment is permitted, including traditional promotional events consistent with usual business practice, provided that it (i) cannot be construed as a bribe or a payoff, (ii) is not in violation of any law and (iii) would not embarrass the Company if disclosed publicly.   No Covered Person shall directly or indirectly receive gifts or favors of more than nominal value (approximately $100 or less) from any person with whom the Company currently does business or with whom the Company may do business in the future without consulting with the Compliance Officer.

All Covered Persons wherever located will adhere to the letter and spirit of the United States Foreign Corrupt Practices Act (the “FCPA”), which prohibits giving or promising money or items of value to any foreign official (foreign government official, political party or candidate or public international organization) for the purpose of influencing a decision or obtaining business.   The FCPA further prohibits giving money or items of value to any person or firm when there is reason to believe that it will be passed on to a government official for this purpose.  Covered Persons shall not make or recommend any payment from the Company’s funds or assets to or for the benefit of a representative of any domestic or foreign government.  Furthermore, no one shall ever be used as a conduit for corrupt payments.  All agents of the Company must be engaged in providing legitimate business services for a fee not in excess of the customary local rate for similar services.

N. Political Contributions

The Company’s funds or assets may not be contributed, directly or indirectly, to any political party, committee or candidate, or the holder of any federal, state or local government office within the United States unless prior approval has been given by the Compliance Officer.  In countries other than the United States in which political contributions by companies are lawful, a political contribution may be made only upon the prior specific written approval of the Company’s Chief Executive Officer.  Covered Persons shall not be directed, pressured or coerced in any manner by a director, officer or any individual acting in a managerial or supervisory capacity to make a contribution to any political party or committee or to any candidate for or the holder of any government office.

O. Waivers of or Changes to the Code of Business Conduct and Ethics

It may be appropriate for a provision of this Code to be waived in a particular circumstance.  Any waiver of, or changes to, this Code that apply to executive officers or Board members of the Company that are Covered Persons may be made only by the Governance Committee or another committee of our Board.  Any other Covered Person seeking a waiver should speak to his or her supervisor, who, in turn, should obtain the approval of the Compliance Officer regarding such matter.

P. Compliance

The matters covered in this Code are of the utmost importance to the Company, its shareholders and its business partners, and are essential to the Company’s ability to conduct its business in accordance with its stated values.  The Company expects all Covered Persons and persons with whom the Company transacts business to adhere to the standards set forth in this Code in carrying out their duties to the Company.  Individuals whose actions are deemed to be in violation of this Code or other policies of the Company that may be adopted from time to time will be subject to disciplinary action, up to and including discharge from the Company and, potentially, civil liability and criminal prosecution.

Q. Administration and Implementation

The Governance Committee has overall responsibility for administering and interpreting this Code.  The Compliance Officer is responsible for the implementation of this Code.

Approved: March 30, 2022

Exhibit A

QTS REALTY TRUST, LLC
CODE OF BUSINESS CONDUCT AND
ETHICS ACKNOWLEDGMENT

I hereby acknowledge that I have received, read, understand and will comply with the QTS Realty Trust, LLC Code of Business Conduct and Ethics.

I will seek guidance from, and raise concerns about possible violations of the Code of Business Conduct and Ethics with, my supervisor, management, QTS Realty Trust, LLC’s Compliance Officer, the Governance Committee of the Board of Directors of the Company or through QTS Realty Trust, LLC’s Ethics Hotline, as applicable.

I understand that my agreement to comply with the Code of Business Conduct and Ethics does not constitute a contract of employment.

Please sign here:                                              Print Name:                    Date:        

This signed and completed form must be returned to QTS Realty Trust, LLC’s Compliance Officer within ten (10) business days of receiving this Code.

Download the Code of Business Conduct and Ethics