Policy on Personal Trading and Related Activities by Loomis Sayles Personnel

Policy on Personal Trading and Related Activities

1.	INTRODUCTION

2.	STATEMENT OF GENERAL PRINCIPLES

3.	A FEW KEY TERMS

3.1.

Covered Security

Explanatory Note:

While the definition of Reportable Funds encompasses funds or CIVs that are advised, sub-advised and/or distributed by Natixis and its affiliates, only those funds or CIVs advised or sub-advised by Loomis Sayles ("Loomis Advised Fund") are subject to certain trading restrictions of the Code (specifically, the Short-Term Trading Profit and Round Trip Transaction restrictions). Please refer to Section 4.3 and 4.4 of the Code for further explanation of these trading restrictions. Additionally, Exhibit One distinguishes between those funds and CIVs that are only subject to reporting requirements under the Code (all Reportable Funds), and those that are subject to both the reporting requirements and the aforementioned trading restrictions (Loomis Advised Funds).

Explanatory Note:

Broad based open-ended ETFs are determined by Personal Trading Compliance using Bloomberg data.

3.2.

Beneficial Ownership

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ownership of a Covered Security by your spouse or minor children;

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ownership of a Covered Security by a live-in partner who shares your household and combines his/her financial resources in a manner similar to that of married persons;

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ownership of a Covered Security by your other family members sharing your household (including an adult child (even if that child is currently living away at a college/university), a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law);

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your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control;

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your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities;

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your interest in a Covered Security held for the benefit of you alone or for you and others in a trust or similar arrangement (including any present or future right to income or principal); and

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your right to acquire a Covered Security through the exercise or conversion of a “derivative Covered Security.”

Explanatory Note:

All accounts that hold or can hold a Covered Security in which an Access Person has Beneficial Ownership are subject to the Code (such accounts

3.3.

Investment Control

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Investment Control (sole or shared) over your personal brokerage account(s);

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Investment Control (sole or shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouse’s assets (subject to the approval of the Chief Compliance Officer);

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Investment Control (sole or shared) over an account(s) in the name of any family member, friend or acquaintance;

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Involvement in an Investment Club;

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Trustee power over an account(s); and

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The existence and/or exercise of a power of attorney over an account.

3.4.

Maintaining Personal Accounts

Explanatory Note:

While certain accounts may be granted an exemption from certain provisions of the Code, inclusive of the Select Broker requirement, they are still subject to the reporting requirements of the Code and may be subject to the pre-clearance requirements of the Code (e.g. joint accounts) as set forth in Section 4.1 of the Code. The terms of a specific exemption will be outlined in an exemption memorandum which is issued to the Access Person by Personal Trading Compliance. An Access Person's failure to abide by the terms and conditions of an account exemption issued by Personal Trading Compliance could result in a violation of the Code.

4.	SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING

4.1.

Pre-clearance

Explanatory Note:

A CIV is exempt from pre-clearance under the following conditions: issues shares that shareholders have the right to redeem on demand; calculates an NAV on a daily basis in a manner consistent with the principles of Section 2(a)(41) of the 1940 Act and Rule 2a-4 thereunder; issues and redeems shares at the NAV next determined after receipt of the relevant purchase or redemption order consistent with the "forward pricing" principles of Rule 22c-1 under the 1940 Act; and there is no secondary market for the shares of the CIV.

Explanatory Note:

Futures, options and swap transactions in Covered Securities must be manually pre-cleared by Personal Trading Compliance since ECM cannot handle such transactions. Initial public offerings, private placement transactions, including hedge funds whether or not they are advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser, participation in investment clubs and private pooled vehicles require special pre-clearance as detailed under Sections 4.11, 4.12 and 5.2 of the Code.

4.2.

Good Until Canceled and Limit Orders

4.3.

Short Term Trading Profits

Explanatory Note:

For purposes of calculating the 60 day holding period, the trade date of a given purchase or sale is deemed to be day zero. 60 full days must pass before an Access Person can trade that same Covered Security for a profit and therefore, allowing the Access Person to do so on the 61st day.

Explanatory Note:

The Short Term Trading Profits provision is applicable to transactions that are executed across all of an Access Person's accounts. For example, if an

4.4.

Restrictions on Round Trip Transactions in Loomis Advised Funds

Explanatory Note:

Only Loomis Advised Funds are subject to Section 4.4 of the Code. Please refer to Exhibit One for a current list of Loomis Advised Funds.

4.5.

Derivatives

Explanatory Note:

When transacting in derivatives, Access Persons must pre-clear the derivative and the underlying security in ECM as well as receive manual approval from Personal Trading Compliance before executing their transaction. Please note that options on Exempt ETFs and the underlying index of the ETF, as well as futures on currencies, commodities, cash instruments (such as loans or deposits), stock indexes and interest rates do

Explanatory Note:

Futures and Options on virtual currency (e.g., Bitcoin, Ethereum) are exempt from pre-clearance and the Code’s trading restrictions, similar to futures and options on other currencies, but they are subject to the Code's reporting requirements. Futures and Options on an Initial Coin Offering require pre-clearance, reporting and are subject to the Code’s trading restrictions.

Explanatory Note:

Entering into Financial Spread Betting or Contract for Difference transactions, the act of taking a bet on the price movement of a security or underlying index is strictly prohibited under the Code.

4.6.

Short Sales

Explanatory Note:

If an Access Person seeks pre-clearance to purchase a put option or sell a call option to hedge an existing long position in the same underlying securities, Personal Trading Compliance will compare the value of the underlying long position to the option to determine whether the Access Person’s net position would be long or short. If short, the option transaction will be denied.

4.7.

Competing with Client Trades

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a Covered Security or a closely related Covered Security is the subject of a pending “buy” or “sell” order for a Loomis Sayles client until that buy or sell order is executed or withdrawn.

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the Covered Security is being considered for purchase or sale for a Loomis Sayles client, until that security is no longer under consideration for purchase or sale.

4.8.

Large Cap/De Minimis Exemption

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the issuer of the Covered Security in which the Access Person wishes to transact has a market capitalization exceeding U.S. $5 billion (a “Large Cap Security”); AND

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the aggregate amount of the Access Person’s transactions in that Large Cap Security on that day across all personal accounts does not exceed $10,000 USD.

4.9.

Investment Person Seven-Day Blackout Rule

Explanatory Note:

The “seven days before” element of this restriction is based on the premise that an Investment Person who has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity can normally be expected to know, upon execution of his or her personal trade, whether any client as to which he or she is associated, has traded, or will be trading in the same or closely related Covered Security within seven days of his or her personal trade. Furthermore, an Investment Person who has the ability to influence investment decisions has a fiduciary obligation to recommend and/or affect suitable and attractive trades for

Explanatory Note:

The trade date of an Investment Person's purchase or sale is deemed to be day zero. Any associated client trade activity executed, in either that Covered Security or a closely related Covered Security, 7 full calendar days before or after an Access Person's trade will be considered a violation of the Investment Person Seven-Day Blackout Rule. For example, if a client account purchased shares of company ABC on May 4th, any Access Person who is associated with that client account cannot trade ABC in a personal account until May 12th without causing a potential conflict with the Investment Person Seven-Day Blackout Rule.

Explanatory Note:

While the Investment Person Seven-Day Blackout Rule is designed to address conflicts between Investment Persons and their clients, it is the fiduciary obligation of all Access Persons to not effect trades in their personal account if they have prior knowledge of client trading or pending trading activity in the same or equivalent securities. The personal trade activity of all Access Persons is monitored by Personal Trading Compliance for potential conflicts with client trading activity.

4.10.

Research Recommendations

Explanatory Note:

It is understood that there may be particular circumstances such as a news release, change of circumstance or similar event that may occur after a Research Analyst’s personal trade which gives rise to a need, or makes it appropriate, for the Research Analyst to issue a Recommendation on said Covered Security. A Research Analyst has an affirmative duty to make unbiased Recommendations and issue reports, both with respect to their timing and substance, without regard to his or her personal interest in the Covered Security. It would constitute a breach of a Research Analyst’s fiduciary duty and a violation of this Code to delay or fail to issue a Recommendation in order to avoid a conflict with this restriction.

Explanatory Note:

Personal Trading Compliance utilizes various automated reports to monitor Access Persons’ trading in Covered Securities relative to Recommendations and associated client transactions. It also has various tools to determine whether a Recommendation has been reviewed by an Access Person. An Access Person’s trading in a Covered Security following a Recommendation and subsequent client trading in the same security and in the same direction will be deemed a violation of the Code unless Personal Trading Compliance determines otherwise.

4.11.

Initial Public Offerings

4.12.

Private Placement Transactions

Explanatory Note:

If you have been authorized to acquire a Covered Security in a Private PlacementTransaction, you must disclose to Personal Trading Compliance if you are involved in a client’s subsequent consideration of an investment in the issuer of the Private Placement, even if that investment involves a different type or class of Covered Security. In such circumstances, the decision to purchase securities of the issuer for a client must be independently reviewed by an Investment Person with no personal interest in the issuer.

Explanatory Note:

To submit a pre-clearance request for subsequent trade activity in a Private Placement, Access Persons must complete the automated Private Placement Pre-clearance Form which will be reviewed by Personal Trading Compliance to ensure there are no conflicts with any underlying Code provisions including the Short-Term Trading Rule.

4.13.

Insider Trading

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Earnings estimates or dividend changes

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Positive or negative forthcoming news about an issuer

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Supplier discontinuances

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Mergers or acquisitions

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Regulatory Actions

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purchase or sell that security in question, including any derivatives of that security;

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recommend the purchase or sale of that security, including any derivatives of that security; or

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relate the information to anyone other than the Chief Compliance Officer or General Counsel of Loomis Sayles.

Explanatory Note:

An Access Person may not trade in the securities of a company with which a Related Person is associated without receiving prior approval from Personal Trading Compliance in order to ensure that the Access Person is not trading while in possession of material non-public information relating to the company.

4.14.

Restricted and Concentration List

4.15.

Loomis Sayles Hedge Funds

4.16.

Exemptions Granted by the Chief Compliance Officer

5.	PROHIBITED OR RESTRICTED ACTIVITIES

5.1.

Public Company Board Service and Other Affiliations

Explanatory Note:

Examples of Outside Activities include, but are not limited to, family businesses, acting as an officer, partner or trustee of an organization or trust, political positions, second jobs, professional associations, etc. Outside Activities that are not covered by the Code are activities that involve a charity or foundation, as long as you do not provide investment or financial advice to the organization. Examples would include: volunteer work, homeowners' organizations (such as condos or coop boards), or other civic activities.

5.2.

Participation in Investment Clubs and Private Pooled Vehicles

6.	REPORTING REQUIREMENTS

6.1.

Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code

Explanatory Note:

Types of accounts in which Access Persons are required to report include, but are not limited to: personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of your partner, accounts of minor children living in your household, accounts of your adult children (18 years or older) living at college / university, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, pension accounts, cash management accounts (e.g. checking, savings, ATM or other banking accounts that allow transactions and holdings in Covered Securities), microsavings and mobile based application accounts, IRAs, 401Ks, trusts, DRIPs, ESOPs etc. that either hold or can hold Covered Securities (including Reportable Funds). In addition, physically held shares of Covered Securities

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His/her participation in any Outside Activity as described in Section 5.1 of the Code;

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His/her participation in an Investment Club as described in Section 5.2 of the Code;

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Holdings in Private Placements including hedge funds; and

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A Related Person that is an officer and/or director of a publicly traded company; if any.

6.2.

Brokerage Confirmations and Brokerage Account Statements

Explanatory Note:

If the opening of an account is not reported immediately to Personal Trading Compliance, but is reported during the corresponding quarterly certification period, and there has not been any trade activity in the account, then the Access Person will be deemed to have not violated its reporting obligations under this Section of the Code.

Explanatory Note:

For those accounts that are maintained at a Select Broker and are eligible for the broker's daily electronic confirm and position feed, Access Persons do not need to provide duplicate confirms and statements to Personal Trading Compliance. However, it is the Access Person's responsibility to

6.3.

Quarterly Transaction Reporting, Account Disclosure and Related Person of a Public Company Certification

6.4.

Annual Reporting

6.5.

Review of Reports by Chief Compliance Officer

6.6.

Internal Reporting of Violations to the Chief Compliance Officer

6.7.

Register of Interests in Securities

6.8.

Mandatory Notification to the MAS for Loomis Asia’s Directors and Appointed Representatives

7.

SANCTIONS

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a letter of caution or warning (i.e. Procedures Notice);

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payment of a fine,

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requiring the employee to reverse a trade and realize losses or disgorge any profits;

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restitution to an affected client;

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suspension of personal trading privileges;

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actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and

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referral to the SEC, FCA or MAS and other civil authorities or criminal authorities.

Explanatory Note:

Any violation of the Code, following a "first offense" whether or not for the same type of violation, will be treated as a subsequent offense.

8.	RECORDKEEPING REQUIREMENTS

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in an easily accessible place, a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years;

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in an easily accessible place a record of any violation of the Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;

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a copy of each report (or information provided in lieu of a report including any manual pre-clearance forms and information relied upon or used for reporting) submitted under the Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place;

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copies of Access Persons’ and Supervised Persons’ written acknowledgment of initial receipt of the Code and his/her annual acknowledgement;

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in an easily accessible place, a record of the names of all Access Persons within the past five years, even if some of them are no longer Access Persons, the holdings and transactions reports made by these Access Persons, and records of all Access Persons’ personal securities reports (and duplicate brokerage confirmations or account statements in lieu of these reports);

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a copy of each report provided to any Investment Company as required by paragraph (c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and

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a written record of any decision and the reasons supporting any decision, to approve the purchase by an Access Person of any Covered Security in an Initial Public Offering or Private Placement Transaction or other limited offering for a period of five years following the end of the fiscal year in which the approval is granted.

Explanatory Note:

Under Rule 204-2, the standard retention period required for all documents and records listed above is five years, from the end of the calendar year in which the record was created, in an easily accessible place, the first two years in an appropriate office of Personal Trading Compliance. Under the IMAS Code of Ethics & Standards of Professional Conduct, Loomis Asia is required to keep records related to its policies and internal controls governing personal dealing, including any violations and the resultant

9.	MISCELLANEOUS

9.1.

Confidentiality

9.2.

Disclosure of Client Trading Knowledge

9.3.

Notice to Access Persons, Investment Persons and Research Analysts as to Code Status

9.4.

Notice to Personal Trading Compliance of Engagement of Independent Contractors

Explanatory Note:

It is important to note that while the Code’s reporting requirements outlined in Section 6. Reporting Requirements, apply to all Access Persons, given the nature of the access and roles of NESPs, as described above, the Code provides for waiver of certain Code requirements, depending on the tasks to be performed by the NESP. The Code of Compliance Statement nevertheless mandates that NESPs comply with the spirit of the Code’s reporting requirements, and that failures to report accurately or timely will be reviewed for risk as it pertains to client investments. Dependent on the facts and circumstances of any potential reporting failures, it will be the judgement of Personal Trading Compliance or the Chief Compliance Officer to determine the severity of the failure and apply the appropriate sanctions as described in Section 7. Sanctions, above.

9.5.

Exemptions to the Application of the Code

9.6.

Questions and Educational Materials

1.

“Access Person” means an “access person” as defined from time to time in Rule 17j-1 under the 1940 Act or any applicable successor provision. Currently, this means any director, or officer of Loomis Sayles, or any Advisory Person (as defined below) of Loomis Sayles, but does not include any director who is not an officer or employee of Loomis Sayles or its corporate general partner and who meets all of the following conditions:

a.

He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales;

b.

He or she does not have access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; and

c.

He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic.

2.

“Advisory Person” means an “advisory person” and “advisory representative” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act, respectively, or any applicable successor provision. Currently, this means (i) every employee of Loomis Sayles (or of any company in a Control relationship to Loomis Sayles), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by Loomis Sayles on behalf of clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

3.

“Beneficial Ownership” is defined in Section 3.2 of the Code.

4.

“Chief Compliance Officer” refers to the officer or employee of Loomis Sayles designated from time to time by Loomis Sayles to receive and review reports of

5.

“Covered Security” is defined in Section 3.1 of the Code.

6.

“Exempt ETF” is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two.

7.

“Federal Securities Laws” refers to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, 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 funds and investment advisers, and any rules adopted there under by the SEC or the U.S. Department of the Treasury, and any amendments to the above mentioned statutes.

8.

“Investment Control” is defined in Section 3.3 of the Code. This means “control” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act or any applicable successor provision. Currently, this means the power to directly or indirectly influence, manage, trade, or give instructions concerning the investment disposition of assets in an account or to approve or disapprove transactions in an account.

9.

“Initial Public Offering” means an “initial public offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means any offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

10.

“Investment Company” means any Investment Company registered as such under the 1940 Act and for which Loomis Sayles serves as investment adviser or subadviser or which an affiliate of Loomis Sayles serves as an investment adviser.

11.

“Investment Person” means all Portfolio Managers of Loomis Sayles and other Advisory Persons who assist the Portfolio Managers in making and implementing investment decisions for an Investment Company or other client of Loomis Sayles, including, but not limited to, designated Research Analysts and traders of Loomis Sayles. A person is considered an Investment Person only as to those client accounts or types of client accounts as to which he or she is designated by Personal Trading Compliance or the Chief Compliance Officer as such. As to other accounts, he or she is simply an Access Person.

12.

"Loomis Advised Fund" is any Reportable Fund advised or sub-advised by Loomis Sayles. A list of these funds can be found in Exhibit One.

13.

“Non-volitional” transactions are any transaction in which the employee has not

14.

“Portfolio Manager” means any individual employed by Loomis Sayles who has been designated as a Portfolio Manager by Loomis Sayles. A person is considered a Portfolio Manager only as to those client accounts as to which he or she is designated by the Chief Compliance Officer as such. As to other client accounts, he or she is simply an Access Person.

15.

“Private Placement Transaction” means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

16.

“Recommendation” means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst.

17.

“Related Person” means a spouse/partner and/or immediately family member of an Access Person.

18.

“Reportable Fund” is defined in Section 3.1 of the Code, and a list of such funds is found in Exhibit One.

19.

​“Research Analyst” means any individual employed by Loomis Sayles who has been designated as a Research Analyst or Research Associate by Loomis Sayles. A person is considered a Research Analyst only as to those Covered Securities which he or she is assigned to cover and about which he or she issues research reports to other Investment Persons or otherwise makes recommendations to Investment Persons beyond publishing their research. As to other securities, he or she is simply an Access Person.

20.

“Select Broker” is defined in Section 3.4 of the Code.

21.

“Supervised Person” is defined in Section 202(a)(25) of the Advisers Act and currently includes any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Loomis Sayles, or other person who provides investment advice on behalf of Loomis Sayles and is subject to the supervision and control of Loomis Sayles.

22.

“Volitional” transactions are any transactions in which the employee has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold. Volitional transactions are subject to the pre-clearance and reporting