JNL Series Trust 485BPOS

 Ex. 99.28(p)(24)

LOOMIS, SAYLES & CO., L.P.

LOOMIS SAYLES INVESTMENTS LIMITED

LOOMIS SAYLES INVESTMENTS ASIA PTE. LTD.

LOOMIS SAYLES (NETHERLANDS) B.V.

LOOMIS SAYLES TRUST COMPANY LLC

LOOMIS SAYLES DISTRIBUTORS, L.P.

Code of Ethics

EFFECTIVE:

January 14, 2000

AS AMENDED:

December 10, 2025

Table of Contents

Code of Ethics

This Code of Ethics (“Code”) has been adopted by Loomis, Sayles & Co., L.P. (“Loomis US”), Loomis Sayles Investments Limited (“Loomis UK”), Loomis Sayles Investments Asia Pte. Ltd. (“Loomis Asia”), Loomis Sayles (Netherlands) B.V., including the employees in the Paris branch (“Loomis Netherlands”), Loomis Sayles Trust Company LLC, and Loomis Sayles Distributors, L.P. (collectively (“Loomis Sayles”) to govern certain conduct of Loomis Sayles’ Supervised Persons and personal trading in securities and related activities of those individuals who have been deemed Access Persons thereunder, and under certain circumstances, those Access Persons’ family members and others in a similar relationship to them.

The policies in this Code reflect Loomis Sayles’ desire to detect and prevent not only situations involving actual or potential conflicts of interest with client investments or unethical conduct, but also those situations involving even the appearance of these. 

It is the policy of Loomis Sayles that no Access Person or Supervised Person as such terms are defined under the Code, (please note that Loomis Sayles treats all employees as Access Persons) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles’ clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Rule 17j-1 there under. It is required that all Access Persons must comply with all applicable laws, rules and regulations including, but not limited to the Federal Securities Laws. The Investment Management Association of Singapore’s (“IMAS’”) Code of Ethics & Standards of Professional Conduct provides that Loomis Asia (as a member of IMAS) should have in place appropriate policies and internal controls governing personal dealing and appropriate structures in place to carry out monitoring and to ensure compliance. Therefore, all employees of Loomis Asia must also comply with the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”), the Financial Advisers Act, Chapter 110 of Singapore (the “Financial Advisers Act”), and all other applicable Singapore laws, rules and regulations.

Under the requirements of the Financial Conduct Authority (FCA), there are Conduct Rules within the Senior Managers and Certification Regime (SM&CR) with which all employees of Loomis UK must comply. These rules are designed to improve the levels of responsibility and accountability, honesty and integrity, and to act at all times with due care, skill and diligence.

The Code is designed to comply with all of the above regulations.

The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.

Without limiting in any manner the fiduciary duty owed by Loomis Sayles to its clients, it should be noted that Loomis Sayles considers it proper that purchases and sales be made by Access Persons in the marketplace of securities owned by Loomis Sayles’ clients, provided that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in the Code. In making personal investment decisions, however, you must exercise extreme care to ensure that the provisions of the Code are not violated and under no circumstances, may an Access Person use the knowledge of Covered Securities purchased or sold by any client of Loomis Sayles or Covered Securities being considered for purchase or sale by any client of Loomis Sayles to profit personally, directly or indirectly, by the market effect of such transactions.

Improper trading activity can constitute a violation of the Code. The Code can also be violated by an Access Person’s failure to file required reports, by making inaccurate or misleading reports or statements concerning trading activity, or by opening an account with a non-Select Broker without proper approval as set forth in the Code.

It is not intended that these policies will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made, by Loomis Sayles in a manner considered fair and equitable, but in all cases with the view of placing Loomis Sayles’ clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate you from scrutiny of, and sanctions for, securities transactions which indicate an abuse of Loomis Sayles’ fiduciary duty to any of its clients.

You are encouraged to bring any questions you may have about the Code to Personal Trading Compliance.

Personal Trading Compliance, the Chief Compliance Officer and the Loomis Sayles Ethics Committee will review the terms and provisions of the Code at least annually, and make amendments as necessary. Any amendments to the Code will be provided to you.

Boldfaced terms have special meaning in this Code. The application of a particular Code requirement to you may hinge on the elements of the definition of these terms. See the Glossary at the end of this Code for definitions of these terms. In order to have a basic understanding of the Code, however, you must have an understanding of the terms “Covered Security”, “Beneficial Ownership” and “Investment Control” as used in the Code.

This Code generally relates to transactions in and ownership of an investment that is a

Covered Security (defined under Sec. 2(a)(36) of the Investment Company Act 1940). Currently, this means any type of equity or debt security (such as common and preferred stocks, and corporate and government bonds or notes), any equivalent (such as ADRs, GDR’s, etc.), any derivative, instrument representing, or any rights relating to, a Covered Security, and any closely related security (such as certificates of participation, depository receipts, collateral–trust certificates, put and call options, warrants, and related convertible or exchangeable securities and securities indices). Shares of closed-end funds, municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g. GNMA obligations) are also considered Covered Securities under the Code.

Additionally, the shares of any investment company registered under the Investment Company Act and the shares of any collective investment vehicle (“CIV”), (e.g. SICAVs, OEICs, UCITs, etc.) that is advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate (“Reportable Funds”) are deemed to be Covered Securities for purposes of certain provisions of the Code. Reportable Funds include open-end and closed-end funds and CIVs that are advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate, but exclude money market funds. A current list of Reportable Funds is attached as Exhibit One and will be maintained on the firm’s intranet site under the Legal and Compliance page.

Shares of exchange traded funds (“ETFs”) and closed-end funds are deemed to be Covered Securities for the purposes of certain provisions of the Code. Broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the pre-clearance requirements of the Code, are exempt from certain provisions of the Code (“Exempt ETFs”). A current list of Exempt ETFs is attached as Exhibit Two and will be maintained on the firm’s intranet site under the Legal and Compliance page.

All Access Persons are expected to comply with the spirit of the Code, as well as the specific rules contained in the Code. Therefore, while the lists of Reportable Funds and Exempt ETFs are subject to change, it is ultimately the responsibility of all Access Persons to review these lists which can be found in Exhibit(s) One and Two, prior to making an investment in a Reportable Fund or ETF.

It should be noted that private placements, hedge funds and investment pools are deemed to be Covered Securities for purposes of the Code whether or not advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser. Investments in such securities are discussed under sections 4.12 and 5.2.

Please see Exhibit Three for the application of the Code to a specific Covered Security or instrument, including exemptions from pre-clearance.

The Code governs any Covered Security in which an Access Person has any direct or indirect “Beneficial Ownership.” Beneficial Ownership for purposes of the Code means a direct or indirect “pecuniary interest” that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a Covered Security. The term “pecuniary interest” in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a Covered Security, whether or not the Covered Security or the relevant account is in your name and regardless of the type of account (i.e. brokerage account, direct account, or retirement plan account). Although this concept is subject to a variety of U.S. Securities and Exchange Commission (“SEC”) rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:

In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security, including Reportable Funds, along with any account that holds or can hold a Covered Security, including Reportable Funds, in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.

Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code. 

The Code governs any Covered Security in which an Access Person has direct or indirect “Investment Control.” The term Investment Control encompasses any influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect, you exercise over the account or Covered Security.

You should know that you are presumed under the Code to have Investment Control as a result of having:

Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.

All Access Persons that reside within the U.S.(“Loomis US Access Persons”), who have personal accounts that hold or can hold Covered Securities in which they have direct or indirect Investment Control and Beneficial Ownership are required to maintain such accounts at one of the following firms: Ameriprise, Baird, Bank of America/Merrill Lynch, Charles Schwab, Citi Personal Wealth Management, Fidelity Investments, Interactive Brokers, JP Morgan Chase & Co., LPL Financial, MML Investor Services, Morgan Stanley Smith Barney, Robinhood, UBS, Vanguard, or Wells Fargo (collectively, the “Select Brokers”). Additionally, an Access Person may only purchase and hold shares of Reportable Funds through either: a Select Broker; directly from the Reportable Fund’s through its transfer agent, or through one or more of Loomis Sayles’ retirement plans, unless an exception to the Select Broker requirement, as described below, is granted.

Accounts in which the Loomis US Access Person only has either Investment Control or Beneficial Ownership; certain retirement accounts with the Loomis US Access Person’s prior employer; accounts managed by an outside adviser in which the Loomis US Access Person exercises no investment discretion; accounts in which the Loomis US Access Person’s spouse is employed by another investment firm and must abide by that firm’s Code of Ethics; and/or the retirement accounts of a Loomis US Access Person’s spouse may be maintained with a firm other than the Select Brokers upon the prior written approval of Personal Trading Compliance or the Chief Compliance Officer. In these cases, Loomis US Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in such accounts, and statements on a monthly basis, if available, or at least quarterly for non-Select Brokers. In addition, Personal Trading Compliance or the Chief Compliance Officer may grant exemptions to the Select Broker requirement for accounts not used for general trading purposes such as ESOPs, DRIPs, securities held physically or in book entry form, family of fund accounts or situations in which the Loomis US Access Person has a reasonable hardship for not maintaining their accounts with a Select Broker.

Access Persons with a residence outside the U.S., are exempt from maintaining their personal accounts at a Select Broker. However, such Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in such accounts, and statements on a monthly basis, if available, or at least quarterly.

All Access Persons must receive pre-clearance approval from Personal Trading Compliance prior to the opening of any new personal accounts that can hold Covered Securities in which the Access Person has direct or indirect Investment Control or Beneficial Ownership. This includes Select Broker accounts. In addition, the opening of all reportable accounts must also be reported to Personal Trading Compliance as set forth in Section 6.2 and Section 6.3 of the Code.

Finally, Access Persons must inform the Select Broker or other financial institution of his/her association with Loomis Sayles during the account opening process.

The following are substantive prohibitions and restrictions on Access Persons’ personal trading and related activities. In general, the prohibitions set forth below relating to trading activities apply to accounts holding Covered Securities in which an Access Person has Beneficial Ownership and Investment Control.

Each Access Person must pre-clear through the FIS Employee Compliance Management system (“ECM”) all Volitional transactions in Covered Securities (i.e. transactions in which the Access Person has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold) in which he or she has Investment Control and in which he or she has or would acquire Beneficial Ownership. Exceptions to the pre-clearance requirement include, but are not limited to: Open-ended mutual funds and CIVs meeting the criteria described below, Exempt ETFs listed in Exhibit Two, and US Government Agency bonds (i.e. GNMA, FNMA, FHLMC), as set forth in Exhibit(s) Three and Five.

All closed-end funds and ETFs, including those Exempt ETFs and their associated options as described above, are subject to the reporting requirements detailed in Section 6 of the Code.

Any transaction approved pursuant to the pre-clearance request procedures must be executed by the end of the trading day on which it is approved unless Personal Trading Compliance extends the pre-clearance for an additional trading day. If the Access Person’s trade has not been executed by the end of the same trading day (or the next trading day in the case of an extension), the pre-clearance will lapse and the Access Person may not trade without again seeking and obtaining pre-clearance of the intended trade.

For Access Persons with a U.S. residence, pre-clearance requests can only be submitted through ECM and/or to Personal Trading Compliance Monday – Friday from 9:30am-4:00pm Eastern Standard Time. Access Persons with a residence outside the U.S. will be given separate pre-clearance guidelines instructing them on the availability of ECM and Personal Trading Compliance support hours.

If after pre-clearance is given and before it has lapsed, an Access Person becomes aware that a Covered Security as to which he or she obtained pre-clearance has become the subject of a buy or sell order, or is being considered for purchase or sale for a client account, the Access Person who obtained the pre-clearance must consider the pre-clearance revoked and must notify Personal Trading Compliance immediately. If the transaction has already been executed before the Access Person becomes aware of such facts, no violation will be considered to have occurred as a result of the Access Person’s transaction.

If an Access Person has actual knowledge that a requested transaction is nevertheless in violation of this Code or any provision thereof, approval of the request will not protect the Access Person’s transaction from being considered in violation of the Code. The Chief Compliance Officer or Personal Trading Compliance may deny or revoke pre-clearance for any reason that is deemed to be consistent with the spirit of the Code.

No Access Person shall place a “good until canceled,” “limit” or equivalent order with his/her broker except that an Access Person may utilize a “day order with a limit” so long as the transaction is consistent with provisions of this Code, including the pre-clearance procedures. All orders must expire at the end of the trading day on which they are pre-cleared unless otherwise extended by Personal Trading Compliance.

No Access Person may profit from the Volitional purchase and sale, or conversely the Volitional sale and purchase, of the same or equivalent Covered Security (including Loomis Advised Funds) within 60 calendar days (unless the sale involved shares of a Covered Security that were acquired more than 60 days prior). Hardship exceptions may be requested (in advance) from Personal Trading Compliance.

An Access Person may sell a Covered Security (including Loomis Advised Funds) or cover an existing short position at a loss within 60 calendar days. Such requests must be submitted through the ECM System and to Personal Trading Compliance for approval because the ECM System does not have the capability to determine whether the Covered Security will be sold at a gain or a loss.

In addition to the 60 day holding period requirement for purchases and sales of Loomis Advised Funds, an Access Person is prohibited from purchasing, selling and then re-purchasing shares of the same Loomis Advised Fund within a 90 day period (“Round Trip Restriction”). The Round Trip Restriction does not limit the number of times an Access Person can purchase a Loomis Advised Fund or sell a Loomis Advised Fund during a 90 day period. In fact, subject to the holding period requirement described above, an Access Person can purchase a Loomis Advised Fund (through one or multiple transactions) and can liquidate their position in that fund (through one or several transactions) during a 90 day period. However, an Access Person cannot then reacquire a position in the same Loomis Advised Fund previously sold within the same 90 day period.

The Round Trip Restriction will only apply to Volitional transactions in Loomis Advised Funds. Therefore, shares of Loomis Advised Funds acquired through a dividend reinvestment or dollar cost averaging program, and automatic monthly contributions to the firm’s 401K plan will not be considered when applying the Round Trip Restriction. 

Finally, all Volitional purchase and sale transactions of Loomis Advised Funds, in any share class and in any employee account (i.e., direct account with the Loomis Advised Fund, Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip Restriction.

No Access Person shall use derivatives, including but not limited, to options, futures, swaps or warrants on a Covered Security to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the underlying Covered Security.

No Access Person may purchase a put option, sell a call option, sell a Covered Security short or otherwise take a short position in a Covered Security then being held long in a Loomis Sayles client account, unless, in the cases of the purchase of a put or sale of a call option, the option is on a broad based index.

Loomis Asia is required to give priority to Loomis Sayles’ client orders. Loomis Asia cannot purchase or sell securities that are permitted to be traded on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) or on the securities market of any recognized market operator in Singapore if it were to act as a principal or on behalf of a person associated with or connected to Loomis Asia, where a client of Loomis Sayles who is not associated with or connected to Loomis Asia has instructed Loomis Asia to purchase or sell securities of the same class and Loomis Asia has not complied with the instruction. In addition, Loomis Asia must also accord priority to transactions for the purchase or sale of securities or to investments made on behalf of clients, over those made for the following persons: (i) Loomis Asia; (ii) Loomis Asia’s associated persons; (iii) Loomis Asia’s officers; (iv) Loomis Asia’s employees; (v) Loomis Asia’s representatives; (vi) any person whom Loomis Asia knows to be an associated person of the persons in (iii), (iv) or (v).

However, neither Loomis Asia nor its employees will act in a principal capacity.

Except as set forth in Section 4.8, an Access Person may not, directly or indirectly, purchase or sell a Covered Security (Reportable Funds are not subject to this rule.) when the Access Person knows, or reasonably should have known, that such Covered Securities transaction competes in the market with any actual or considered Covered Securities transaction for any client of Loomis Sayles, or otherwise acts to harm any Loomis Sayles client’s Covered Securities transactions.

Generally pre-clearance will be denied if:

The ECM System has the information necessary to deny pre-clearance if any of these situations apply. Therefore, if you receive an approval in ECM, you may assume the Covered Security is not being considered for purchase or sale for a client account unless you have actual knowledge to the contrary, in which case the pre-clearance you received is null and void. For Covered Securities requiring manual pre-clearance (i.e. futures, options and other derivative transactions in Covered Securities), the applicability of such restrictions will be determined by Personal Trading Compliance upon the receipt of the pre-clearance request.

An Access Person who wishes to make a trade in a Covered Security that would otherwise be denied pre-clearance solely because the Covered Security is under consideration or pending execution for a client, as provided in Section 4.7, will nevertheless receive approval when submitted for pre-clearance provided that:

Such transactions will be subject to all other provisions of the Code.

No Investment Person shall, directly or indirectly, purchase or sell any Covered Security (Reportable Funds are not subject to this rule) within a period of seven (7) calendar days (trade date being day zero) before and after the date that a Loomis Sayles client, with respect to which he or she has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity, has purchased or sold such Covered Security or a closely related Covered Security. It is ultimately the Investment Person’s responsibility to understand the rules and restrictions of the Code and to know what Covered Securities are being traded in his/her client(s) account(s) or any account(s) with which he/she is associated.

It is understood that there may be particular circumstances (i.e. news on an issuer, a client initiated liquidation, subscription or rebalancing) that may occur after an Investment Person’s personal trade which gives rise to an opportunity or necessity for an associated client to trade in that Covered Security which did not exist or was not anticipated by that person at the time of that person’s personal trade. Personal Trading Compliance will review all extenuating circumstances which may warrant the waiving of any remedial actions in a particular situation involving an inadvertent violation of this restriction. In such cases, an exception to the Investment Person Seven-Day Blackout Rule will be granted upon approval by the Chief Compliance Officer.

The Chief Compliance Officer, or designee thereof, may grant a waiver of the Investment Person Seven-Day Blackout Rule if the Investment Person’s proposed transaction is conflicting with client “cash flow” trading in the same security (i.e., purchases of a broad number of portfolio securities in order to invest a capital addition to the account or sales of a broad number of securities in order to generate proceeds to satisfy a capital withdrawal from the account). Such “cash flow” transactions are deemed to be non-volitional at the security level since they do not change the weighting of the security being purchased or sold in the client’s portfolio.

The Loomis Sayles Fixed Income Research Analysts issue “Buy,” “Sell,” and “Hold” recommendations on the fixed income securities that they cover. The Equity products have their own Research Analysts that provide recommendations to their respective investment teams. Collectively the fixed income and equity recommendations and equity price targets are hereinafter referred to as “Recommendations”.

Recommendations are intended to be used for the benefit of the firm’s clients. It is also understood Access Persons may use Recommendations as a factor in the investment decisions they make in their personal and other brokerage accounts that are covered by the Code. The fact that Recommendations may be used by the firm’s investment teams for client purposes and Access Persons may use them for personal reasons creates a potential for conflicts of interests. Therefore, the following rules apply to Recommendations:

●   During the three (3) business day period before a Research Analyst issues a recommendation on a Covered Security, that the Research Analyst has reason to believe that his/her Recommendation is likely to result in client trading in the Covered Security, the Research Analyst may not purchase or sell said Covered Security for any of his/her personal brokerage accounts or other accounts covered by the Code.

Personal Trading Compliance will review any extenuating circumstances which may warrant the waiving of any remedial sanctions in a particular situation involving an inadvertent violation of this restriction.

●   Access Persons are prohibited from using a Recommendation for purposes of transacting in the Covered Security covered by the Recommendation in their personal accounts and other accounts covered by the Code until such time Loomis Sayles’ clients have completed their transactions in said securities in order to give priority to Loomis Sayles’ clients’ best interests.

Investing in Initial Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouse’s employment compensation. No Access Person may, directly or indirectly, purchase any securities sold in an Initial Public Offering without obtaining prior written approval from the Chief Compliance Officer.

No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction, including hedge funds and Initial Coin Offerings (“ICO”), including Coins and Tokens offered through an ICO structure, without obtaining the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management. In addition to addressing potential conflicts of interest between the Access Person’s Private Placement Transaction and the firm’s clients’ best interests, the pre-clearance of Private Placements is designed to determine whether the Access Person may come into possession of material non-public information (“MNPI”) on a publicly traded company as a result of the Private Placement.

A Private Placement Transaction approval must be obtained by completing an automated Private Placement Pre-clearance Form which can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.

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.

The purchase of additional shares, (including mandatory capital calls), or the subsequent sale (partial or full) of a previously approved Private Placement, must receive pre-clearance approval from the Chief Compliance Officer. In addition, all transactions in Private Placements must be reported quarterly and annually as detailed in Section 6 of the Code.

At the start of an Access Person’s engagement with Loomis Sayles, and annually thereafter, each Access Person must acknowledge his/her understanding of and compliance with the Loomis Sayles Insider Trading Policies and Procedures. The firm’s policy is to refrain from trading or recommending trading when in the possession of MNPI. Some examples of MNPI may include:

If an Access Person receives or believes that he/she may have received MNPI with respect to a company, the Access Person must contact the Chief Compliance Officer or General Counsel immediately, and must not:

If it has been determined that an Access Person has obtained MNPI on a particular company, its securities will generally be placed on the firm’s Restricted List thereby restricting trading by the firm’s client accounts and Access Persons, unless a firewall can be put in place in accordance with Loomis Sayles’ Insider Trading Policies and Procedures.

In addition, under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), Loomis Asia is required under the Notice on Reporting of Misconduct of Representatives by Holders of Capital Markets Services License and Exempt Financial Institutions to report to the Monetary Authority of Singapore (“MAS”) upon discovery of, inter alia, any involvement of its representatives in market misconduct or insider trading.

The Market Abuse Regulation (“MAR”) requires that firms and individuals report suspicious transactions and orders (STORs), as defined in Article 16 of MAR, as well as attempted market abuse, to the FCA, without delay. The STOR report should be submitted via the FCA’s Connect system.

Separately, Access Persons must inform Personal Trading Compliance if a spouse, partner and/or immediate family member (“Related Person”) is an officer and/or director of a publicly traded company in order to enable Personal Trading Compliance to implement special pre-clearance procedures for said Access Persons in order to prevent insider trading in the Related Person’s company’s securities.

Access Persons should refer to the Loomis Sayles Insider Trading Policies and Procedures which are available on the Legal and Compliance homepage of the firm’s Intranet, for complete guidance on dealing with MNPI.

The Loomis Sayles Restricted and Concentration List (“Restricted List”) is designed to restrict Loomis Sayles and/or Access Persons from trading in or recommending, the securities of companies on the Restricted List for client and/or Access Persons personal accounts. Companies may be added to the Restricted List if Loomis Sayles comes into possession of MNPI about a company. A company’s securities can also be added to the Restricted List due to the size of the aggregate position Loomis Sayles’ clients may have in the company. Finally, there may be regulatory and/or client contractual restrictions that may prevent Loomis Sayles from purchasing securities of its affiliates, and as a result, the securities of all publicly traded affiliates of Loomis Sayles will be added to the Restricted List. No conclusion should be drawn from the addition of an issuer to the Restricted List. The Restricted List is confidential, proprietary information which must not be distributed outside of the firm.

At times, an Access Person may have possession of MNPI on a specific company as a result of his/her being behind a firewall. In such cases, Personal Trading Compliance will create a specialized Restricted List in ECM for the Access Person behind the wall in order to prevent trading in the company’s securities until such time as the Chief Compliance Officer has deemed the information in the Access Person’s possession to be in the public domain or no longer material.

If a security is added to either the Loomis Sayles firm-wide Restricted List or an individual or group Access Person Restricted List, Access Persons will be restricted from purchasing or selling all securities related to that issuer until such time as the security is removed from the applicable Restricted List. The ECM System has the information necessary to deny pre-clearance if these situations apply.

From time to time Loomis Sayles may manage hedge funds, and Access Persons of Loomis Sayles, including the hedge fund’s investment team and supervisors thereof may make personal investments in such hedge funds. At times, especially during the early stages of a new hedge fund, there may be a limited number of outside investors (i.e., clients and non-employee individual investors) in such funds. In order to mitigate the appearance that investing personally in a hedge fund can potentially be used as a way to benefit from certain trading practices that would otherwise be prohibited by the Code if Access Persons engaged in such trading practices in their personal accounts, investment team members of a hedge fund they manage are individually required to limit their personal investments in such funds to no more than 20% of the hedge funds’ total assets. In addition, the supervisor of a hedge fund investment team must limit his/her personal investment in such hedge fund to no more than 25% of the hedge fund’s total assets.

By limiting the personal interests in the hedge fund by their investment teams and their supervisors in this manner, all of the portfolio trading activity of the Loomis Sayles hedge funds is deemed to be exempt from the pre-clearance and trading restrictions of the Code.

Subject to applicable law, Personal Trading Compliance or the Chief Compliance Officer may from time to time grant exemptions, other than or in addition to those described in Exhibit Five, from the trading restrictions, pre-clearance requirements or other provisions of the Code with respect to particular individuals such as non-employee directors, consultants, temporary employees, interns or independent contractors, and types of transactions or Covered Securities, where, in the opinion of the Chief Compliance Officer, such an exemption is appropriate in light of all the surrounding circumstances.

In situations where the CCO or Personal Trading Compliance may have a familial relationship with an Access Person covered by the Code, the CCO or Personal Trading Compliance member will abstain in the review and potential approval of any investment related activity for that Access Person, and such review and approval will be conducted by a Personal Trading Compliance professional that does not have a familial relationship with the Access Person.

To avoid conflicts of interest, MNPI and other compliance and business issues, Loomis Sayles prohibits Access Persons from serving as officers or members of the board of any publicly traded entity. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of Loomis Sayles.

In addition, in order to identify potential conflicts of interests, compliance and business issues, before accepting any service, employment, engagement, connection, association, or affiliation in or within any enterprise, business or otherwise, (herein after, collectively “Outside Activity(ies)”), an Access Person must obtain the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management.

To pre-approve an Outside Activity the Access Person must complete the Outside Activity Form, that can be found within the ‘Important Links’ section of the ECM Homepage. In determining whether to approve such Outside Activity, Personal Trading Compliance and the Chief Compliance Officer will consider whether such service will involve an actual or perceived conflict of interest with client trading, place impediments on Loomis Sayles’ ability to trade on behalf of clients or otherwise materially interfere with the effective discharge of Loomis Sayles’ or the Access Person’s duties to clients. Loomis Asia Compliance will also be involved in this review process to be alerted on activities that require prompt notifications to MAS. 

No Access Person shall participate in an investment club or invest in a hedge fund, or similar private organized investment pool (but not an SEC registered open-end mutual fund) without the express permission of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management, whether or not the investment vehicle is advised, sub-advised or distributed by Loomis Sayles or a Natixis investment adviser.

Within 10 days after becoming an Access Person, each Access Person must file with Personal Trading Compliance, a report of all Covered Securities holdings (including holdings of Reportable Funds) in which such Access Person has Beneficial Ownership or Investment Control. The information contained therein must be current as of a date not more than 45 days prior to the individual becoming an Access Person.

Additionally, within 10 days of becoming an Access Person, such Access Person must report all brokerage or other accounts that hold or can hold Covered Securities in which the Access Person has Beneficial Ownership or Investment Control. The information must be as of the date the person became an Access Person. An Access Person can satisfy these reporting requirements by providing Personal Trading Compliance with a current copy of his or her brokerage account or other account statements, which hold or can hold Covered Securities. An automated Initial Code of Ethics Certification and Disclosure Form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’. This form must be completed and submitted to Personal Trading Compliance by the Access Person within 10 days of becoming an Access Person. The content of the Initial Holdings information must include, at a minimum, the title and type of security, the ticker symbol or CUSIP or ISIN, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held. With the exception of the Access Persons of Loomis Asia and Loomis UK, newly hired Access Persons must close existing non-Select brokerage accounts and transfer the assets to a Select Broker within 30 days of their start date at Loomis Sayles, unless the Access Person receives written approval from Personal Trading Compliance or the Chief Compliance Officer to maintain his/her account(s) at a non-Select Broker.

At the time of the initial disclosure period, each Access Person must also submit information pertaining to:

Upon becoming an Access Person, each Access Person will receive a copy of the Code, along with the Loomis Sayles Insider Trading Policies and Procedures and Loomis Sayles Gifts, Business Entertainment and Political Contributions Policies and Procedures. Within the 10 day initial disclosure period and annually thereafter, each Access Person must acknowledge that he or she has received, read and understands the aforementioned policies and recognize that he or she is subject hereto, and certify that he or she will comply with the requirements of each.

Each Access Person must notify Personal Trading Compliance immediately upon the opening of an account that holds or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership or Investment Control. In addition, if an account has been granted an exemption to the Select Broker requirement and/or the account is unable to be added to the applicable Select Broker’s daily electronic broker feed, which supplies ECM with daily executed confirms and positions, Personal Trading Compliance will instruct the broker dealer of the account to provide it with duplicate copies of the account’s confirmations and statements. If the broker dealer cannot provide Personal Trading Compliance with confirms and statements, the Access Person is responsible for providing Personal Trading Compliance with copies of such confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, but no less than quarterly. Upon the opening of an account, an automated Personal Account Reporting Form must be completed and submitted to Personal Trading Compliance. This form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.

Utilizing ECM, each Access Person must file a report of all Volitional transactions in Covered Securities (including Volitional transactions in Reportable Funds) made during each calendar quarterly period in which such Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership of a Covered Security (even if such Access Person has no direct or indirect Investment Control over such Covered Security), or as to which the Access Person has any direct or indirect Investment Control (even if such Access Person has no Beneficial Ownership in such Covered Security). Non-volitional transactions in Covered Securities (including Reportable Funds) such as automatic monthly payroll deductions, changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging programs, and transactions made within the Guided Choice Program are still subject to the Code’s quarterly reporting requirements. If no transactions in any Covered Securities were effected during a quarterly period by an Access Person, such Access Person shall nevertheless submit a report through ECM within the time frame specified below stating that no reportable securities transactions were affected. The following information will be available in electronic format for Access Persons to verify on their Quarterly Transaction report:

The date of the transaction, the title of the security, ticker symbol, CUSIP or ISIN, number of shares, and principal amount of each reportable security, nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), the price of the transaction, and the name of the broker, dealer or bank with which the transaction was effected. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.

With the exception of those accounts described in Exhibit Four, Access Persons are also required to report each account that may hold or holds Covered Securities (including accounts that hold or may hold Reportable Funds) in which such Access Person has Beneficial Ownership or Investment Control that have been opened or closed during the reporting period. In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security, including Reportable Funds, along with any account that holds or can hold a Covered Security, including Reportable Funds, in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period. 

Finally Access Persons must report any Related Person that is an officer and/or director of a publicly traded company and that they do not serve as an officer or member of the board of any publicly traded company.

Every quarterly report must be submitted no later than thirty (30) calendar days after the close of each calendar quarter.

On an annual basis, as of a date specified by Personal Trading Compliance, each Access Person must file with Personal Trading Compliance a dated annual certification which identifies all holdings in Covered Securities (including Reportable Funds) in which such Access Person has Beneficial Ownership and/or Investment Control. This reporting requirement also applies to shares of Covered Securities, including shares of Reportable Funds that were acquired during the year in Non-volitional transactions. Additionally, each Access Person must identify all personal accounts which hold or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership and/or Investment Control. The information in the Annual Package shall reflect holdings in the Access Person’s account(s) that are current as of a date specified by Personal Trading Compliance. The following information will be available in electronic format for Access Persons to verify on the Annual Holdings report:

The title of the security, the ticker symbol, CUSIP or ISIN, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.

Furthermore, on an annual basis, each Access Person must acknowledge and certify that during the past year he/she has received, read, understood and complied with the Code, Insider Trading Policies and Procedures, and the Policies and Procedures on Gifts, Business Entertainment, and Political Contributions, except as otherwise disclosed in writing to Personal Trading Compliance or the Chief Compliance Officer. Finally, as part of the annual certification, each Access Person must acknowledge and confirm any Outside Activities in which he or she currently participates and any Related Person that is an officer and/or director of a publicly traded company.

All material changes to the Code will be promptly distributed to Access Persons, and also be distributed to Supervised Persons on a quarterly basis. On an annual basis, Supervised Persons will be asked to acknowledge his/her receipt, understanding of and compliance with the Code.

Every annual report must be submitted no later than (45) calendar days after the date specified by Personal Trading Compliance.

The Chief Compliance Officer shall establish procedures as the Chief Compliance Officer may from time to time determine appropriate for the review of the information required to be compiled under this Code regarding transactions by Access Persons and to report any violations thereof to all necessary parties.

Prompt internal reporting of any violation of the Code to the Chief Compliance Officer or Personal Trading Compliance is required under Rule 204A-1 and FCA (MAR and COBS). While the daily monitoring process undertaken by Personal Trading Compliance is designed to identify any violations of the Code, and handle any such violations promptly, Access Persons and Supervised Persons are required to promptly report any violations they learn of resulting from either their own conduct or those of other Access Persons or Supervised Persons to the Chief Compliance Officer or Personal Trading Compliance. It is incumbent upon Loomis Sayles to create an environment that encourages and protects Access Persons or Supervised Persons who report violations. In doing so, individuals have the right to remain anonymous in reporting violations. Furthermore, any form of retaliation against an individual who reports a violation could constitute a further violation of the Code, as deemed appropriate by the Chief Compliance Officer. All Access Persons and Supervised Persons should therefore feel safe to speak freely in reporting any violations.

Pursuant to regulations 4 and 4A of the Securities and Futures (Licensing and Conduct of Business) Regulations, all employees of Loomis Asia who have been appointed as representatives under the Securities and Futures Act are required to maintain a register of their interests in securities which are listed for quotation, or quoted on the Singapore Exchange Securities Trading Limited or any recognized market operator recognized by the Monetary Authority of Singapore under the Securities and Futures Act. For purposes of the register of interests in securities, “securities” includes any type of equity or debt security, any equivalent, any derivative, instrument representing, or any rights relating to a security, and any closely related security, as well as units in any open-ended funds, closed-end funds and business trusts. In addition, all employees are deemed to have an “interest” in securities if he/she has Beneficial Ownership or Investment Control (whether formal or informal, expressed or implied) over those securities. Section 4 of the SFA also sets out instances under which a person is deemed to have an “interest” in securities (for instance, where a person has an interest in securities through a corporation in which such person has a controlling interest. If you are unsure whether your personal trading activity needs to be entered into your register of interests in securities, please consult Personal Trading Compliance.

Representatives of Loomis Asia must enter into their register of interests in securities, within 7 days after the date that they acquire any interest in securities, particulars of the securities in which they have an interest and particulars of their interests in those securities. Where there is a change in any interest in securities, representatives must enter in their register, within 7 days after the date of the change, particulars of the change (including the date of the change and the circumstances by reason of which the change occurred). Representatives of Loomis Asia maintain records of their holdings and transactions in securities on an Automated System (ECM). Such records must be produced for the MAS’ inspection upon request.

Loomis Asia separately maintains a nil register of interest in securities for the entity which does not hold any such interest.

The register of interests in securities is kept in Loomis Asia’s office (as notified to MAS) and Loomis US. Each entry in the register must be retained in an easily accessible form for a period of not less than 5 years after the date on which the entry was first made.

Pursuant to the license conditions set out upon being granted the Capital Markets Services License to conduct the regulated activity of Fund Management and Dealing in Capital Markets Products in Singapore, Loomis Asia’s Directors and Chief Executive Officer (“CEO”) are required to inform MAS via email or other means directed, of any change in business interests and substantial shareholdings promptly (i.e., 5% or more ownership of the outstanding voting securities in any entity).

Notification of Substantial Shareholdings

For Loomis Asia’s Appointed Representatives, Directors and CEO, substantial shareholdings need to be recorded in ECM in a timely fashion upon the acquisition date of a 5% position, and thereafter for any 1% change in a 5% position. For Loomis Asia’s Directors and CEO who are not an Appointed Representatives, notification of substantial shareholdings to MAS is required and usually made via email unless otherwise directed to be made in other means.

Appointed Representatives, the CEO and Directors of Loomis Asia are responsible for notifying Personal Trading Compliance within 14 calendar days upon acquiring a 5% position and any 1% changes thereto for review and mitigation of potential conflict of interests arising of such substantial shareholdings. Loomis Asia Compliance will also rely on ad hoc reviews, monthly certifications and quarterly checklists to identify reportable holdings.

Notification of Business interests

Business interests refer to any role with any business entity arising from pre-approved Outside Activities or internal roles within Loomis’s corporate and affiliated entities usually held by senior officers and directors. Loomis Asia’s Appointed Representatives, Directors and CEO must notify Personal Trading Compliance within 14 calendar days from the effective date of any changes to their business interests. Changes in business interests of Loomis Asia’s Directors or CEO would be separately notified to MAS via email or other means directed.

For internal roles within Loomis’s corporate and affiliated entities held by certain Loomis Asia’s directors, Loomis Asia’s Compliance will work with the Legal and Compliance of Loomis US to periodically obtain updates on potential changes to the internal roles for prompt notification to MAS.

Any violation of the substantive or procedural requirements of this Code will result in the imposition of a sanction as set forth in the firm’s then current Sanctions Policy that is maintained on the ECM Homepage, or as the Ethics Committee may deem appropriate under the circumstances of the particular violation. These sanctions may include, but are not limited to:

Serious violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will result in one or more of the most severe sanctions regardless of the violator’s history of prior compliance.

Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.

Loomis Sayles shall maintain and preserve records, in an easily accessible place, relating to the Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Currently, Loomis Sayles is required by law to maintain and preserve:

made, provided that for the first two years such record shall be preserved in an easily accessible place; and

Loomis Sayles will keep information obtained from any Access Person hereunder in strict confidence. Notwithstanding the forgoing, reports of Covered Securities transactions and violations hereunder will be made available to the SEC, FCA, MAS or any other regulatory or self-regulatory organizations to the extent required by law, rule or regulation, and in certain circumstances, may in Loomis Sayles’ discretion be made available to other civil and criminal authorities. In addition, information regarding violations of the Code may be provided to clients or former clients of Loomis Sayles that have been directly or indirectly affected by such violations.

No Access Person may, directly or indirectly, communicate to any person who is not an Access Person or other approved agent of Loomis Sayles (e.g., legal counsel) any non-public information relating to any client of Loomis Sayles or any assets held in the account of a client, including, without limitation, the purchase or sale or considered purchase or sale of a Covered Security on behalf of any client of Loomis Sayles, except to the extent necessary to comply with applicable law or to effectuate traditional asset management/operations activities on behalf of the client of Loomis Sayles.

Personal Trading Compliance will initially determine an employee’s status as an Access Person, Research Analyst or Investment Person and the client accounts to which Investment Persons should be associated, and will inform such persons of their respective reporting and duties under the Code.

All Access Persons and/or the applicable supervisors thereof, have an obligation to inform Personal Trading Compliance if an Access Person’s responsibilities change during the Access Person’s tenure at Loomis Sayles.

Any Access Person that is engaged by Loomis Sayles as a non-employee service provider (“NESP”), such as a consultant, temporary employee, intern or independent contractor, shall be communicated to Personal Trading Compliance prior to his/her engagement by that person’s supervisor. The NESP’s supervisor shall provide to Personal Trading Compliance the information necessary to make a determination as to how the Code shall apply to such NESP.

While NESPs are considered Access Persons under the Code, they generally have no investment or research related duties, do not have access to intended client investment decisions, and do not participate in client investment meetings. As a result, NESPs are not subject to the Code’s pre-clearance and trading restrictions. However, to ensure that Personal Trading Compliance can effectively review NESP trading activities for potential front running conflicts with client accounts, certain Code provisions under Section 6. Reporting Requirements do apply. These reporting requirements, along with the NESP’s fiduciary duties, are described in further detail in the Code of Ethics Compliance Statement that each NESP must formally acknowledge upon their engagement with Loomis Sayles, as well as on an annual basis.

At times, NESPs are contracted to various departments at Loomis Sayles where they may be involved or be privy to the investment process for client accounts or the Loomis Sayles recommendation process. Prior to their engagement, the NESP’s supervisor will notify Personal Trading Compliance of these roles and depending on the facts and circumstances, Personal Trading Compliance will inform the NESP as to which further provisions of the Code will apply to them during their engagement.

Under limited circumstances, the Chief Compliance Officer may deem it admissible to allow non-Loomis Sayles employees access to certain client information, which will designate those individuals as Access Persons under the Code. Since there are significant variations in terms of: (i) the nature of the types of services, (ii) types of access being provided; and the length of time during which such persons provide services to Loomis Sayles or require access to client data, the Chief Compliance Officer may deem it appropriate to apply a limited set of Code requirements to those individuals. In such instances, the Chief Compliance Officer or Personal Trading Compliance will train those individuals of the relevant key concepts of the Code, and require them to periodically certify having received, read, understood and complied with those requirements. 

Access Persons are encouraged to bring to Personal Trading Compliance any questions you may have about interpreting or complying with the Code about Covered Securities, accounts that hold or may hold Covered Securities or personal trading activities of you, your family, or household members, your legal and ethical responsibilities, or similar matters that may involve the Code.

Personal Trading Compliance will from time to time circulate educational materials or bulletins or conduct training sessions designed to assist you in understanding and carrying out your duties under the Code. On an annual basis, each Access Person is required to successfully complete the Code of Ethics and Fiduciary Duty Tutorial designed to educate Access Persons on their responsibilities under the Code and other Loomis Sayles policies and procedures that generally apply to all employees.

GLOSSARY OF TERMS

The boldface terms used throughout this policy have the following meanings:

Loomis Sayles treats all employees as Access Persons.

(ii) every natural person in a Control relationship to Loomis Sayles who obtains information concerning recommendations made to a client with regard to the purchase or sale of a Covered Security. Advisory Person also includes: (a) any other employee designated by Personal Trading Compliance or the Chief Compliance Officer as an Advisory Person under this Code; (b) any consultant, temporary employee, intern or independent contractor (or similar person) engaged by Loomis Sayles designated as such by Personal Trading Compliance or the Chief Compliance Officer as a result of such person’s access to information about the purchase or sale of Covered Securities by Loomis Sayles on behalf of clients (by being present in Loomis Sayles offices, having access to computer data or otherwise).

LOOMIS, SAYLES & COMPANY, L.P.

LOOMIS SAYLES INVESTMENTS LIMITED

LOOMIS SAYLES INVESTMENTS ASIA PTE. LTD.

LOOMIS SAYLES (NETHERLANDS) B.V.

NIM-os

INSIDER TRADING POLICIES AND PROCEDURES

EFFECTIVE:

September 2004

AS AMENDED:

January 2026

INSIDER TRADING POLICIES AND PROCEDURES

These Insider Trading Policies and Procedures (“Procedures”), are applicable to Loomis, Sayles & Company, L.P. and its subsidiaries, Loomis Sayles Investments Limited (“Loomis UK”), Loomis Sayles Investments Asia Pte. Ltd. (“Loomis Asia”), Loomis Sayles (Netherlands) B.V. (“Loomis Sayles”), Loomis Sayles Distributors, L.P. and NIM-os LLC (all referred to herein as “Loomis Sayles”).

Loomis Sayles maintains written policies and procedures designed to prevent trading on the basis of material, non-public information (“Procedures”). Loomis Sayles’ policy is to refrain from trading or recommending trading when in the possession of material, non-public information. Therefore, if an employee obtains material, non-public information on a particular entity, such entity’s securities will generally be placed on Loomis Sayles’ Restricted List thereby restricting trading by client accounts and employees. The only exception to this policy is with the approval of Loomis Sayles’ Chief Compliance Officer (“CCO”) or General Counsel (“GC”), and then only in compliance with the firm’s Firewall Procedures outlined in Section IV of these Procedures.

It is essential that each employee understands and guards against insider trading. Loomis Sayles’ reputation of honesty and integrity is one of its greatest assets, and it must be protected at all times.

Insider trading is generally considered to be the purchase or sale of a security based on material, non-public information. The US Securities and Exchange Commission (“SEC”) and US federal courts have gone one step further and would prohibit trading while in the possession of material, non-public information - even if the investment decision was based on other factors. The two key words that have to be discussed further are “material” and “non-public.”

One-on-one situations with company personnel can present potential issues. An obvious example is the treasurer of a company telling a Research Analyst that yet-to-be-published quarterly earnings are such that they may materially impact the price of the issuer’s securities. Under these circumstances, the analyst must be satisfied that this information has been made public before acting on the information. The use of Expert Professional Networks, or Expert Consultants, may also present potential issues, and the review process outlined in Expert Consultants in Section V of these Procedures will be followed to ensure that the use of such consultants does not create conflicts with these Procedures.

It is also recognized that it is important for Research Analysts to keep in contact with the management of companies through field trips, telephone conversations and attendance at research analyst meetings with management representatives. So long as the management representatives are aware of their own inside information obligations, there should be no issues as a result of these contacts, since the representatives can be expected to disclose only material information that has been or is being made public. However, Research Analysts cannot assume this will always be the case, and they must be alert to the possibility that the information they obtain through such contacts is inside information.

An over-the-wall deal typically involves an add-on offering whereby the issuer is looking to raise cash in a short period of time. A private exchange typically involves an issuer contacting the largest holders of its bonds or convertible securities with the intent of restructuring its debt or taking out its existing convertible bonds in order to be in a position to issue new debt in the near future. A reverse inquiry typically involves Loomis Sayles approaching an issuer or agent in connection with an interest in entering into a transaction directly with the issuer. In addition, from time to time the Loomis Sayles’ Securitized Asset Team may be asked by a dealer to indicate its interest in participating in the issuance of securitized assets. These assets are generally issued in private deals, and by private companies, but may be issued by public companies, either directly or through a special purpose affiliate set up by these public companies. To the extent a public company is involved, participation by Loomis Sayles could result in the firm obtaining material non-public information about the issuer or its publicly traded affiliate.

As a policy matter, Loomis Sayles has a strong desire to not become restricted in terms of its ability to buy and/or sell a company’s securities for client accounts unless we determine that it would be appropriate and in our clients’ best interest to do so. Loomis Sayles believes that the potential benefit to its clients of having the opportunity to participate in these types of transactions generally outweighs the potential risks of the trade restrictions that could be imposed.

Strict compliance with the following operating procedures is required in order to protect Loomis Sayles and its employees from the serious consequences that can occur if Loomis Sayles and/or its employees misuse material, non-public information.

On occasion, Loomis Sayles may receive a private offering memorandum that contains inside information. Upon receipt of any such memorandum, the employee should contact the CCO or GC immediately to determine the appropriate course of action.

Strict compliance with the following operating procedures is required in order to protect Loomis Sayles and its employees from the serious consequences that can occur if the firm and/or its employees misuse material, non-public information. These steps are designed to control the dissemination of material, non-public information so as to avoid having to restrict client trading where we can, and to enable the firm to activate its Firewall Procedures, if necessary.

From time to time there may be a credit event or the prospect of a credit event (default, bankruptcies, etc.) with an issuer that Loomis Sayles holds for client accounts. In response to such events, there may be times when Loomis Sayles’ employees will become involved in pre-bankruptcy workout (“Workouts”) committees or, in the event of a bankruptcy, creditors’ committees for such issuers (both committees are referred to individually or jointly as “Committees”) to protect Loomis Sayles clients’ interests in the issuer.

Membership on Committees by Loomis Sayles’ employees (“Committee Members”) involves inherent conflicts of interest. First, Loomis Sayles has a fiduciary responsibility to maximize returns for its clients through the legitimate gathering of information used to make investment decisions and to have appropriate flexibility to decide when to buy and sell securities for its clients. Second, it may be in the interest of the Loomis Sayles clients that own the securities that are the subject of a Workout or bankruptcy to have Loomis Sayles represent them on the Committees. However, Committee Members also may have a responsibility under the law or by contract to the issuer or to other creditors involved in the Workout or bankruptcy to not divulge confidential or material, non-public information regarding the issuer. Committee Members may from time to time receive material, non-public information on the issuers subject to a Workout or bankruptcy. Barring investment managers from serving on Committees because they may have clients that wish to trade in the securities during these proceedings would deprive these Committees of the opinions of an important segment of the debt market and would deprive the investment manager of the opportunity to represent its clients’ interests on these Committees. To satisfy these competing interests, the courts have permitted firms involved in Committees to actively trade in the securities of issuers that are the subject of the Workout or bankruptcy, so long as adequate procedures are in place to prevent information learned through participation in the Committee to be used for employee or client trading.

Occasionally, Loomis Sayles or a Committee may engage legal counsel, financial advisors or similar outside advisors (“Outside Advisors”) to assist in negotiations with an issuer regarding restructurings, liability management, etc. The engagement of Outside Advisors on Committees is subject to pre-approval from Legal and Compliance, and Loomis Sayles employees should not have any discussions with an Outside Advisor that may result in the receipt of MNPI unless such discussions have been pre-approved by Legal and Compliance. Approval is contingent upon a satisfactory assessment of the Outside Advisor’s qualifications, their compliance with securities laws and regulations, and the adequacy of their own controls for handling MNPI. Importantly, Loomis Sayles must inquire about the existence of any NDAs the Outside Advisor may have signed with the issuer, or any other parties involved in the restructuring process, and confirm that the Outside Advisor’s advice to Loomis Sayles, that may include MNPI, is covered by such an NDA. This will minimize the risk of the firm inadvertently receiving MNPI from Outside Advisors.

In addition to Workouts and bankruptcies, from time to time for other reasons, a Loomis Sayles employee (each an “Informed Employee”) may receive material, non-public information on an issuer. As previously discussed in these Procedures, this fact must be immediately reported to the GC and/or the CCO or their designees. In these situations, it may be in the interest of Loomis Sayles to implement these Firewall Procedures to prevent information learned by the Informed Employee from being used or imputed to use for trading by employees for their personal or client accounts in the securities of the issuer (also “Issuer Securities”).

The knowledge by other areas of Loomis Sayles of the material, non-public information in the possession of Committee Members or an Informed Employee may restrict Loomis Sayles’ clients from trading in Issuer Securities. It is therefore essential that any information acquired by Committee Members or an Informed Employee not be disseminated to other areas of Loomis Sayles, any of their affiliates, or any other persons not involved with the Workout, bankruptcy or otherwise. Regulators may assume that material, non-public information obtained by Committee Members or an Informed Employee is shared with the entire firm unless firewalls are in place to restrict the flow of material, non-public information.

All persons subject to these Firewall Procedures must adhere to the following security measures while handling material, non-public information:

The use of Expert Professional Networks (“EPNs”), also known as Expert/Third Party Consultants, can provide beneficial research information to the investment process. However, due to the one-on-one nature of these consultations, there are limitations on the use of EPNs in order to avoid inadvertent exposure to material, non-public information.

Exhibit A

LEGAL AND COMPLIANCE MNPI REVIEW SHEET

If so, attach a report of such holdings.

☐ No further action required. Based on a review of the facts and circumstances of this particular issue, I have determined that the firm is not in possession of material, non-public information (“MNPI”) for the reasons set forth below: ______________________

☐ Follow up required. Based on a review of the facts and circumstances of this particular issue, I have determined that the firm is in possession of MNPI and either a Firewall will be established for the employee(s) in possession of the MNPI, or the company’s securities will be placed on the client and employee restricted list. The basis for either determination is set forth below: ___________

Exhibit B

Acknowledgement

I hereby acknowledge that I have read and understood the Firewall section of the Insider Trading Policies and Procedures attached hereto. I understand that these Firewall Procedures apply to me [as a member of the ____________Committee/in connection with the securities of _______________________] effective [Date], and I agree to comply with them. I specifically understand that if I obtain material non-public information on any company as a result of my being behind this Firewall, that I am strictly prohibited from sharing that information with anyone at Loomis Sayles or outside the firm, and I am strictly prohibited from trading personally or recommending client trading in the securities of the company involved in the Firewall. I also acknowledge that I understand that my failure to comply with these Firewall Procedures could have serious implications for Loomis Sayles, its clients and me personally.

If applicable, the following is a list of the accounts that I manage that currently hold securities of [name of issuer] and therefore are affected by these Firewall Procedures:

[Names of accounts]

Exhibit C

LEGAL AND COMPLIANCE DEPARTMENT FIREWALL RECORD

Firewall establishment:

By signing below, I approve establishing a Firewall pursuant to which only the above-named parties are behind the Firewall. If not personally covered by this Firewall, I hereby confirm that I have not received any material, non-public information relating to the company involved in the Firewall.

Firewall termination:

I approve the removal of this firewall.

Exhibit D

Deal Checklist

For Over-the-Wall, Private Exchange, Reverse Inquires and Securitized Assets Deals complete Section I and II. For Securitized Assets Private Deals, that involve public company (either directly or indirectly, complete Section III.

Section I. This information can be discussed with the CIO/CIRO when seeking approval to potentially restrict a company’s securities:

Section II - This information can only be disseminated if the issuer’s securities have been added to the firm’s Restricted List or a Firewall has been erected around the recipient of the information:

Section III

Does the Issuer have a material relationship to any other publically traded company?  

In your opinion, does the deal represent a material development for the public company?

What type of information would be disclosed to Loomis Sayles under a NDA with the issuer?

Has the broker/dealer involved in the deal represented that information to be provided does not represent material non-public information? ___________________________________

Legal and Compliance Department Review

Exhibit E

II      LOOMIS     SAYLES.     Expert Networlk Due Dilieence Cheoklist

What product (s} does your exl!)ert ne,two’Ji;provide: