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LOOMIS, SAYLES & CO., L.P.
CODE OF ETHICS
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POLICY ON PERSONAL TRADING AND
RELATED ACTIVITIES
BY LOOMIS, SAYLES PERSONNEL
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JANUARY 14, 2000
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TABLE OF CONTENTS
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1. INTRODUCTION.......................................................................1
2. STATEMENT OF GENERAL PRINCIPLES....................................................1
3. OVERVIEW...........................................................................2
3.1 Provisions of the Code Applicable to You.................................2
3.2 A Few Key Terms..........................................................4
4. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING AND RELATED
ACTIVITIES -- PROHIBITED OR RESTRICTED ACTIVITIES..................................6
4.1 Competing with Client Trades.............................................6
4.2 Personal Use of Client Trading Knowledge.................................7
4.3 Disclosure of Client Trading Knowledge...................................7
4.4 Transacting in Securities Under Consideration or Pending Execution.......7
4.5 Initial Public Offerings and Private Placements..........................7
4.6 Participation in Investment Clubs and Private Pooled Vehicles............8
4.7 Good Until Canceled and Limit Orders.....................................8
4.8 Investment Personnel Seven-Day Blackout..................................9
4.9 Research Analyst Three-Day Blackout Before Recommendation................9
4.10 Access Person Seven-Day Blackout After Recommendation...................10
4.11 Short Term Trading Profits..............................................10
4.12 Short Sales.............................................................10
4.13 Futures and Related Options.............................................10
4.14 Acceptance of Gifts.....................................................11
4.15 Public Company Board Service and Other Affiliations.....................11
5. PRECLEARANCE, DOCUMENT DELIVERY AND
REPORTING PROCEDURES..............................................................11
5.1 Preclearance............................................................11
5.2 Transaction Reporting Requirements......................................12
5.3 Initial and Annual Personal Holdings Reporting Requirements.............14
5.4 Brokerage Confirmations and Statements..................................14
5.5 Review of Reports by Review Officer.....................................14
6. EXEMPT SECURITIES AND EXEMPT TRANSACTIONS.........................................14
6.1 Exempt Securities.......................................................14
6.2 Exempt Transactions.....................................................15
6.3 Exemption for Investment Personnel from Seven-Day Blackout
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for Certain Transactions in Large Capitalization Stocks.................16
6.4 Other Exemptions Granted by the Review Officer..........................17
7. SANCTIONS.........................................................................17
8. RECORDKEEPING REQUIREMENTS........................................................18
9. MISCELLANEOUS.....................................................................18
9.1 Confidentiality.........................................................18
9.2 Notice to Access Persons, Investment Personnel and Research
Analysts as to Status; Notice to Review Officer of Engagement of
Independent Contractors.................................................19
9.3 Initial and Annual Certification of Compliance..........................19
9.4 Questions and Educational Materials.....................................19
GLOSSARY OF TERMS........................................................................G-1
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LOOMIS, SAYLES & CO., L.P.
CODE OF ETHICS
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POLICY ON PERSONAL TRADING AND
RELATED ACTIVITIES
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1. INTRODUCTION
This Code of Ethics ("Code") of Loomis, Sayles & Co., L.P. ("Loomis,
Sayles") governs personal trading in securities and related activities by you
and, in some circumstances, your family members and others in a similar
relationship to you.
The policies in this Code reflect Loomis, Sayles' desire to detect and
prevent not only situations involving actual or potential conflicts of interest
or unethical conduct, but those situations involving even the appearance of
these.
2. STATEMENT OF GENERAL PRINCIPLES
It is the policy of Loomis, Sayles that no Loomis, Sayles personnel
shall engage in any act, practice or course of conduct that would violate this
Code, the fiduciary duty owed by Loomis, Sayles and its personnel to our
clients, Section 206 of 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 "1940 Act"), and Rule 17j-1 thereunder. The fundamental
position of Loomis, Sayles is, and has been, that we must at all times place the
interests of our 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. Further, you must not take inappropriate advantage of your
position with or on behalf of any our clients.
Without limiting in any manner the fiduciary duty owed by Loomis,
Sayles personnel to clients, it should be noted that Loomis, Sayles considers it
proper that purchases and sales be made by its personnel in the marketplace of
securities owned by our clients, PROVIDED that such securities transactions
comply with the spirit of, and the specific restrictions and limitations set
forth in, this Code. Loomis, Sayles believes this policy not only encourages
investment
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freedom and results in investment experience, but also fosters a
continuing personal interest in such investments by those responsible for the
continuous supervision of our clients' portfolios. It is also evidence of our
confidence in the investments made for our clients.
In making personal investment decisions, however, you must exercise
extreme care to ensure that the prohibitions of this Code are not violated.
Further, you should conduct your personal investing in such a manner as to
eliminate the possibility that your time and attention are devoted to your
personal investments at the expense of time and attention that should be devoted
to management of a client's portfolio.
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
our 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 your fiduciary duty to any client of
Loomis, Sayles.
You are encouraged to bring any questions you may have about these
policies to the personnel in the Legal and Compliance Department, who will
assist you. BOLDFACED terms appearing in these policies have special meaning.
Please see the Glossary for definitions of these terms. Also, see the
"Explanatory Notes" appearing throughout (and made a part of) this Code for
clarification of certain provisions.
3. OVERVIEW
This Code governs personal trading and related activities by Loomis,
Sayles personnel, and in some circumstances by their family members and others
in a similar relationship to Loomis, Sayles personnel.
3.1 PROVISIONS OF THE CODE APPLICABLE TO YOU
The Code contains substantive rules you must observe. You must also
follow certain procedural requirements designed to enforce and verify compliance
with the Code. The Code also provides for sanctions for violations of either
substantive or procedural requirements. The Code consists of three types of
requirements applicable to you. These three types of Code provisions can be
summarized as follows:
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3.1.1 Substantive Restrictions on Personal Trading and
Related Activities. (Section 4)
As a Loomis, Sayles employee, your personal securities
trading, outside affiliations and receipt of gifts are subject to restrictions,
and in some cases, prohibitions. Certain of these activities, such as competing
with client trades and making personal use and benefit from client trades, are
obviously unethical, and the basis for prohibitions on these activities is self
evident. Others, such as purchases of initial public offerings and private
placements, trading during specified black out periods, short-term trading and
public company board service, are restricted because they present actual or
perceived conflicts of interest. These restrictions or prohibitions are based on
SEC rules or positions, industry "best practices" recommendations, and Loomis,
Sayles, policies.
3.1.2 Preclearance, Document Delivery and Reporting.
(Section 5)
With certain limited exceptions (described in Section 6) you
must pre-clear every personal securities transaction you propose to enter. You
must also arrange for the delivery by your broker to the Legal and Compliance
Department of duplicate copies of your brokerage confirmation statements and
account statements, either in paper form or, through arrangements with certain
brokers approved by the Legal and Compliance Department, electronically.
Likewise, you must report your personal securities transactions to the Legal and
Compliance Department on a monthly basis either directly, or through
arrangements, approved by the Legal and Compliance Department, by which your
broker provides the Legal and Compliance Department with electronic duplicate
copies of your brokerage confirmation statements and account statements.
Finally, you must disclose your personal securities holdings on an annual basis
(and, for new employees, upon commencing employment). Certain restrictions apply
differently to different types of personnel. You will be notified from time to
time of the category (or categories) into which you fall, and where appropriate,
of the accounts or specific securities with respect to which you are considered
to be in such category.
3.1.3 Sanctions. (Section 7)
The sanctions for violating the Code may be severe. They range
from warnings and fines to suspension or termination of employment, and, in some
cases, to referral to regulatory agencies for civil or criminal proceedings
against the individual involved.
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3.2 A FEW KEY TERMS
As noted above, 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 "SECURITY" and "BENEFICIAL
OWNERSHIP" as used in the Code.
3.2.1 Security.
This Code generally relates to transactions in and ownership
of investment that is a SECURITY. For purposes of the Code, SECURITY is
interpreted as defined 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 any type of equity or debt security (such as common and preferred stocks,
and corporate and government bonds or notes) and any instrument representing, or
any rights relating to, a security (such as certificates of participation,
depository receipts, put and call options, warrants, convertible securities and
securities indices).
EXCEPT that SECURITY for this purpose does NOT include:
- shares of registered open-end investment companies
(mutual funds) whether or not affiliated with Loomis,
Sayles
- direct obligations of the United States Government
(i.e., Treasury securities, as distinct from U.S.
Government agencies or instrumentalities)
- bankers' acceptances
- bank certificates of deposit
- commercial paper
- repurchase agreements
- other money market instruments
EXPLANATORY NOTE:
SHARES OF CLOSED-END FUNDS, MUNICIPAL OBLIGATIONS AND
SECURITIES ISSUED BY AGENCIES AND INSTRUMENTALITIES
OF THE U.S. GOVERNMENT (E.G., GNMA OBLIGATIONS) ARE
SECURITIES.
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3.2.2 Beneficial Ownership.
The Code governs any SECURITY in which you have a direct or
indirect "BENEFICIAL OWNERSHIP." This term encompasses not only "ownership" by
you in the usual sense, but any interest which gives you an ability to profit or
enjoy economic benefits from a SECURITY.
BENEFICIAL OWNERSHIP for purposes of the Code is interpreted
as that term is 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 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 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 SECURITY whether
or not the SECURITY or the relevant account is in your name or is held in an
ordinary brokerage or retirement plan account. Although this concept is subject
to a variety of SEC rules and interpretations, you should know that you are
PRESUMED under the Code to have an indirect pecuniary interest as a result of:
- ownership of a SECURITY by your spouse or minor
children;
- ownership of a SECURITY by your other family members
sharing your household (including an adult child, 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);
- your share ownership, partnership interest or similar
interest in the portfolio securities held by a
corporation, general or limited partnership or
similar entity you control;
- your right to receive dividends or interest from a
SECURITY even if that right is separate or separable
from the underlying securities;
- your interest in a 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
- your right to acquire a SECURITY through the exercise
or conversion of a "derivative security."
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EXPLANATORY NOTE:
NOTE THAT YOU ARE PRESUMED TO HAVE A BENEFICIAL
OWNERSHIP IN ANY SECURITY HELD BY FAMILY MEMBERS WHO
SHARE YOUR HOUSEHOLD. IN CERTAIN UNUSUAL CASES THIS
PRESUMPTION WILL NOT APPLY IF THE REVIEW OFFICER
DETERMINES, BASED ON ALL OF THE RELEVANT FACTS, THAT
THE ATTRIBUTION OF THESE FAMILY MEMBER'S SECURITY
TRANSACTIONS TO YOU IS INAPPROPRIATE.
IN THE CASE OF UNMARRIED PERSONS WHO SHARE A
HOUSEHOLD AND COMBINE THEIR FINANCIAL RESOURCES IN A
MANNER SIMILAR TO THAT OF MARRIED PERSONS, EACH
PERSON WILL BE PRESUMED TO HAVE A BENEFICIAL
OWNERSHIP IN THE SECURITIES AND TRANSACTIONS OF THE
OTHER.
THE LOOMIS, SAYLES FUNDED PENSION PLAN, AND ANY
ACCOUNT OF AN ACCESS PERSON, EVEN IF ALSO A CLIENT
ACCOUNT, WILL BE SUBJECT TO THIS CODE AS AN ACCOUNT
IN WHICH AN ACCESS PERSON HAS A BENEFICIAL OWNERSHIP.
4. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING AND RELATED ACTIVITIES --
PROHIBITED OR RESTRICTED ACTIVITIES
The following are substantive prohibitions and restrictions on your
personal trading and related activities. Please note that different types of
prohibitions and restrictions apply to different types of personnel. In general,
the prohibitions set forth below relating to trading activities apply to
accounts holding SECURITIES in which an ACCESS PERSON has a BENEFICIAL
OWNERSHIP. However, as noted above in the Statement of General Principles,
technical compliance with these provisions will not insulate you from scrutiny
of, and sanctions for, SECURITIES transactions which indicate an abuse of your
fiduciary duty.
4.1 COMPETING WITH CLIENT TRADES.
No ACCESS PERSON may, directly or indirectly, purchase or sell a
SECURITY in such a way that the ACCESS PERSON knew, or reasonably should have
known, that such a SECURITY transaction competes in the market with any actual
or considered SECURITY transaction for any client of Loomis, Sayles, or
otherwise personally acts to injure any Loomis, Sayles client's SECURITY
transactions.
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4.2 PERSONAL USE OF CLIENT TRADING KNOWLEDGE.
No ACCESS PERSON may use the knowledge of SECURITIES purchased or sold
by any client of Loomis, Sayles or 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.
4.3 DISCLOSURE OF CLIENT TRADING KNOWLEDGE.
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 issuer of any SECURITY owned by any client of Loomis, Sayles,
including, without limitation, the purchase or sale or considered purchase or
sale of a SECURITY on behalf of any client of Loomis, Sayles, except to the
extent necessary to comply with applicable law or to effectuate SECURITIES
transactions on behalf of the client of Loomis, Sayles.
4.4 TRANSACTING IN SECURITIES UNDER CONSIDERATION OR PENDING
EXECUTION.
No ACCESS PERSON may, directly or indirectly, execute a personal
SECURITIES transaction on a day during on which: (a) the same SECURITY or an
EQUIVALENT SECURITY is being considered for purchase or sale by a client; or (b)
the same SECURITY or an EQUIVALENT SECURITY is the subject of a pending "buy" or
"sell" order, until that SECURITY ceases being considered for purchase or sale
or the buy or sell order is executed or withdrawn.
EXPLANATORY NOTE:
YOU MAY ASSUME THAT A SECURITY IS NOT BEING
CONSIDERED FOR PURCHASE OR SALE OR THE SUBJECT OF A
PENDING BUY OR SELL ORDER IF YOU RECEIVE A
PRECLEARANCE TO TRADE THE SECURITY, AS DESCRIBED IN
SECTION 5, UNLESS YOU HAVE ACTUAL KNOWLEDGE TO THE
CONTRARY.
4.5 INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS.
Without obtaining prior written approval from the REVIEW OFFICER, no
ACCESS PERSON may, directly or indirectly, purchase any SECURITY sold in an
INITIAL PUBLIC OFFERING or pursuant to a PRIVATE PLACEMENT TRANSACTION.
EXPLANATORY NOTE:
AN ACCESS PERSON SEEKING APPROVAL TO ACQUIRE A
SECURITY IN AN INITIAL PUBLIC OFFERING OR PRIVATE
PLACEMENT TRANSACTION
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MUST SUBMIT A REQUEST IN THE FORM PRESCRIBED BY THE
REVIEW OFFICER FROM TIME TO TIME DESCRIBING THE
ISSUER AND THE INVESTMENT.
IN CONSIDERING SUCH A REQUEST, THE REVIEW OFFICER
WILL TAKE INTO ACCOUNT, AMONG OTHER CONSIDERATIONS,
WHETHER THE INVESTMENT OPPORTUNITY SHOULD BE RESERVED
FOR LOOMIS, SAYLES CLIENTS, WHETHER THE OPPORTUNITY
IS BEING OFFERED TO YOU BY VIRTUE OF YOUR POSITION AT
LOOMIS, SAYLES AND WHETHER THE OPPORTUNITY IS LIKELY
TO PRESENT ACTUAL OR PERCEIVED CONFLICTS OF INTEREST
WITH LOOMIS, SAYLES' DUTIES TO ITS CLIENTS.
IT SHOULD BE UNDERSTOOD THAT APPROVAL OF THESE
TRANSACTIONS WILL BE GIVEN ONLY IN SPECIAL
CIRCUMSTANCES, AND NORMALLY WILL BE DENIED.
IF YOU HAVE BEEN AUTHORIZED TO ACQUIRE A SECURITY IN
A PRIVATE PLACEMENT TRANSACTION, YOU MUST DISCLOSE
SUCH INVESTMENT WHEN YOU ARE INVOLVED IN A CLIENT'S
SUBSEQUENT CONSIDERATION OF AN INVESTMENT IN THE
ISSUER, EVEN IF THAT INVESTMENT INVOLVES A DIFFERENT
TYPE OR CLASS OF SECURITY. IN SUCH CIRCUMSTANCES, THE
CLIENT'S DECISION TO PURCHASE SECURITIES OF THE
ISSUER MUST BE INDEPENDENTLY REVIEWED BY AN
INVESTMENT PERSON WITH NO PERSONAL INTEREST IN THE
ISSUER.
4.6 PARTICIPATION IN INVESTMENT CLUBS AND PRIVATE POOLED VEHICLES.
No ACCESS PERSON shall participate in an investment club or invest in a
hedge fund, or similar private organized investment pool (but not on SEC
registered open-end mutual fund) without express permission of the REVIEW
OFFICER.
4.7 GOOD UNTIL CANCELED AND LIMIT ORDERS.
No ACCESS PERSON shall place any "good until canceled" or "limit" order
with any 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 preclearance procedures.
EXPLANATORY NOTE:
ALL ORDERS MUST EXPIRE AT THE END OF THE TRADING DAY
THEY ARE PRECLEARED AND MADE. "GOOD UNTIL CANCELED"
AND "LIMIT" ORDERS THAT DO NOT EXPIRE AT THE END OF
THAT TRADING DAY ARE INCONSISTENT WITH THE
PRECLEARANCE TIMING ASPECTS OF THIS CODE OF ETHICS.
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4.8 INVESTMENT PERSONNEL SEVEN-DAY BLACKOUT.
Except as set forth in Section 6.3 below, no INVESTMENT PERSON shall,
directly or indirectly, purchase or sell any SECURITY within a period of seven
(7) calendar days BEFORE and AFTER the date that a client with respect to which
he or she is designated by the REVIEW OFFICER as an INVESTMENT PERSON has
purchased or sold such SECURITY.
EXPLANATORY NOTE:
THE "SEVEN DAYS BEFORE" ELEMENT OF THIS RESTRICTION
IS BASED ON THE PREMISE THAT AN INVESTMENT PERSON CAN
NORMALLY BE EXPECTED TO KNOW, WHEN HE OR SHE IS
EFFECTING A PERSONAL TRADE, WHETHER ANY CLIENT AS TO
WHICH HE IS DESIGNATED AN INVESTMENT PERSON WILL BE
TRADING IN THE SAME SECURITY SEVEN DAYS LATER. AN
INVESTMENT PERSON HAS AN AFFIRMATIVE OBLIGATION TO
RECOMMEND AND/OR EFFECT SUITABLE AND ATTRACTIVE
TRADES FOR CLIENTS REGARDLESS OF WHETHER SUCH TRADE
WILL CAUSE A PRIOR PERSONAL TRADE TO BE CONSIDERED IN
APPARENT VIOLATION OF THIS RESTRICTION. IT WOULD
CONSTITUTE A BREACH OF FIDUCIARY DUTY AND A VIOLATION
OF THIS CODE TO DELAY OR FAIL TO MAKE ANY SUCH
RECOMMENDATION OR TRANSACTION IN ORDER TO AVOID A
CONFLICT WITH THIS RESTRICTION.
OF COURSE, IN PARTICULAR CASES A CHANGE OF
CIRCUMSTANCE, A FIRM OR CLIENT INITIATED LIQUIDATION,
REBALANCING OR OTHER DECISION OR SIMILAR EVENT MAY
OCCUR AFTER AN INVESTMENT PERSON'S PERSONAL TRADE
WHICH GIVES RISE TO AN OPPORTUNITY OR NECESSITY FOR
HIS OR HER CLIENT TO TRADE IN THAT SECURITY WHICH DID
NOT EXIST OR WAS NOT ANTICIPATED BY THAT PERSON AT
THE TIME OF THAT PERSON'S PERSONAL TRADE. THE REVIEW
OFFICER WILL REVIEW ANY EXTENUATING CIRCUMSTANCES
WHICH MAY WARRANT WAIVING OF ANY REMEDIAL ACTIONS IN
A PARTICULAR SITUATION INVOLVING AN APPARENTLY
INADVERTENT VIOLATION OF THIS RESTRICTION.
4.9 RESEARCH ANALYST THREE-DAY BLACKOUT BEFORE RECOMMENDATION.
During the three (3) business day period BEFORE the issuance of a
RECOMMENDATION by a RESEARCH ANALYST with respect to a SECURITY, that RESEARCH
ANALYST may not purchase or sell that SECURITY.
EXPLANATORY NOTE:
OF COURSE, IN PARTICULAR CASES A NEWS RELEASE, CHANGE
OF CIRCUMSTANCE OR SIMILAR EVENT MAY OCCUR AFTER A
RESEARCH ANALYST'S PERSONAL TRADE WHICH GIVES RISE TO
A NEED, OR MAKES IT
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APPROPRIATE, FOR A RESEARCH ANALYST TO ISSUE A
RECOMMENDATION WHICH NEWS, CIRCUMSTANCE OR EVENT
DID NOT EXIST OR WAS NOT ANTICIPATED BY A RESEARCH
ANALYST AT THE TIME OF THE RESEARCH ANALYST'S
PERSONAL TRADE. THE REVIEW OFFICER WILL REVIEW ANY
EXTENUATING CIRCUMSTANCES WHICH MAY WARRANT WAIVING
OF ANY REMEDIAL SANCTIONS IN A PARTICULAR SITUATION
INVOLVING AN APPARENTLY INADVERTENT VIOLATION OF
THIS RESTRICTION. 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. 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 PROVISION.
4.10 ACCESS PERSON SEVEN-DAY BLACKOUT AFTER RECOMMENDATION.
During the seven (7) day period after a RECOMMENDATION is issued with
respect to a SECURITY, no ACCESS PERSON may purchase or sell that SECURITY.
4.11 SHORT TERM TRADING PROFITS.
No ACCESS PERSON may profit from the purchase and sale, or conversely
the sale and purchase, of the same or equivalent SECURITY within 60 calendar
days. Any profits generated on such transactions (calculated in a manner
determined appropriate under the circumstances by the REVIEW OFFICER) will be
disgorged. Exceptions may be requested (in advance) from the REVIEW OFFICER.
Such exceptions will be granted only in cases in which there are extenuating
circumstances and no actual or apparent conflict exists between such
transactions and a client's transactions.
4.12 SHORT SALES.
No ACCESS PERSON may purchase a put option or sell a call option, sell
a SECURITY short or otherwise take a short position in a SECURITY then being
managed by Loomis, Sayles on a discretionary basis in a client account, unless
there is a corresponding long position in the underlying SECURITY. Short selling
against the box is permitted, as is purchasing a put or selling a call option on
a broad based index.
4.13 FUTURES AND RELATED OPTIONS.
No ACCESS PERSON shall use futures or related options on a SECURITY to
evade the restrictions of this Code. In other words, no ACCESS PERSON may use
futures or related options transactions with respect to a SECURITY if this Code
would prohibit taking the same position directly in the SECURITY.
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4.14 ACCEPTANCE OF GIFTS.
Without obtaining prior written approval of the REVIEW OFFICER, no
ACCESS PERSON may accept any gift or other thing of more than DE MINIMIS value
from any person or entity that does business with Loomis, Sayles. The REVIEW
OFFICER will, from time to time, issue guidelines as to the type and value of
items that would be considered subject to this restriction.
4.15 PUBLIC COMPANY BOARD SERVICE AND OTHER AFFILIATIONS.
No ACCESS PERSON may serve on the board of directors of any publicly
traded company, absent prior written approval by the REVIEW OFFICER. In
determining whether to approve such board service, the REVIEW 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. Likewise,
absent prior written approval by the REVIEW OFFICER, no ACCESS PERSON shall
accept any other service, employment, engagement, connection, association or
affiliation in or with any enterprise, business or otherwise which may present
such actual or perceived conflicts, place impediments on trading or otherwise
materially interfere with the effective discharge of Loomis Sayles' or the
ACCESS PERSON'S responsibilities to clients.
5. PRECLEARANCE, DOCUMENT DELIVERY AND REPORTING PROCEDURES
5.1 PRECLEARANCE
With certain limited exceptions, set forth in Section 6 below, every
ACCESS PERSON must pre-clear (by written, telephonic or electronic means
specified by the REVIEW OFFICER from time to time) all personal SECURITY
transactions in which he or she has or would acquire BENEFICIAL OWNERSHIP. Any
transaction approved pursuant to the preclearance request procedure must be
executed by the end of the trading day on which it is approved unless the REVIEW
OFFICER extends the preclearance 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 "preclearance" will lapse and
the ACCESS PERSON may not trade without again seeking and obtaining preclearance
of the intended trade.
Pre-clearance requests will be accepted and responded to only during
hours specified by the REVIEW OFFICER from time to time.
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If after preclearance is given and before it has lapsed, an ACCESS
PERSON becomes aware that a SECURITY as to which he or she obtained
pre-clearance has become the subject of a buy or sell order or has become a
SECURITY being considered for purchase or sale, the ACCESS PERSON who obtained
the preclearance must consider the preclearance revoked. If the transaction has
already been executed before the ACCESS PERSON becomes aware of such facts no
violation will be considered to occur as a result of the ACCESS PERSON'S
transactions.
Generally preclearance will be DENIED:
- if Loomis, Sayles has an unfilled order for that
SECURITY placed with a broker-dealer, the SECURITY is
on the Loomis, Sayles "Restricted List" or
"Concentration List" (or such other trading
restriction list as Loomis, Sayles, may from time to
time establish) or the SECURITY is otherwise being
considered for purchase or sale,
- if the trade is otherwise prohibited under the
substantive rules set forth in Section 4 above (e.g.,
the requesting person is an INVESTMENT PERSON and his
or her client accounts have traded in the same
SECURITY within seven calendar days).
If an ACCESS PERSON has actual knowledge that a requested transaction
is nevertheless in violation of this Code, approval of the request will not
protect the ACCESS PERSON from being considered in violation of the Code.
5.2 TRANSACTION REPORTING REQUIREMENTS
5.2.1 Accounts Subject to Reporting.
Unless utilizing an alternative reporting procedure described
in Section 5.2.3 below, each ACCESS PERSON must file (by paper or electronic
means specified by the REVIEW OFFICER from time to time) a report on all
SECURITY transactions made during each monthly period in which such ACCESS
PERSON has, or by reason of such transactions acquires or disposes of, any
BENEFICIAL OWNERSHIP of a SECURITY, or as to which the ACCESS PERSON has any
direct or indirect influence or control (even if such ACCESS PERSON has no
BENEFICIAL OWNERSHIP in such SECURITY). (Official Loomis, Sayles client accounts
in which no Loomis, Sayles employee has a BENEFICIAL OWNERSHIP are not control
accounts for this purpose.) Control accounts subject to reporting include
accounts managed by an ACCESS PERSON, accounts of trusts for which an ACCESS
PERSON serve as trustee or co-trustee and similar accounts. Such report is
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required whether or not such transactions were precleared or subject to
preclearance.
5.2.2 Transaction Reporting Procedure.
Every transaction report must be made not later than ten (10)
calendar days after the end of each calendar month in which the transaction(s)
to which the report relates was effected. All reports must contain the
information required from time to time by Rule 17j-1 under the 1940 Act and Rule
204-2(a)(12) under the Advisers Act or any applicable successor provision. A
list of the specific items of information then required will be set forth in a
reporting form or other materials provided by the REVIEW OFFICER from time to
time.
If no transactions in any securities required to be reported
were effected during a monthly period by an ACCESS PERSON, such ACCESS PERSON
shall nevertheless submit a report within the time-frame specified above stating
that no reportable securities transactions were effected.
In addition, with respect to each account maintained by the
ACCESS PERSON during the period subject to reporting under Section 5.2.1,
whether or not a transaction occurred in such an account, the transaction report
must contain the brokerage account identification information required from time
to time by Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the
Advisers Act or any applicable successor provision. A list of the specific items
of information then required will be set forth in a reporting form or other
materials provided by the REVIEW OFFICER from time to time.
Every report concerning a securities transaction prohibited
under Section 4, with respect to which the ACCESS PERSON relies upon one of the
exemptions from substantive restrictions or preclearance requirements provided
in Section 6 shall contain a brief statement of the exemption relied upon and
the circumstances of the transactions.
5.2.3 Alternative Transaction Reporting Procedures
The REVIEW OFFICER may from time to time specify one or more
personal trading arrangements that permit or require the use of approved
alternative reporting procedures. These arrangements may include effecting all
transactions through a Loomis, Sayles trading desk or through approved brokerage
firms, or similar arrangements, in each case that would permit the REVIEW
OFFICER to receive directly electronic or other information reports on the
ACCESS PERSON'S trading without the intervention of the ACCESS PERSON.
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5.3 INITIAL AND ANNUAL PERSONAL HOLDINGS REPORTING REQUIREMENTS
Within 10 days after becoming an ACCESS PERSON, each ACCESS PERSON must
file with the REVIEW OFFICER a report (by paper or electronic means specified by
the REVIEW OFFICER from time to time) of such SECURITIES in which such ACCESS
PERSON has a BENEFICIAL OWNERSHIP or as to which such ACCESS PERSON has direct
or indirect influence or control. In addition, at least annually thereafter, by
a date specified by the REVIEW OFFICER, each ACCESS PERSON must file with the
REVIEW OFFICER a dated report on a form and in a manner specified by the REVIEW
OFFICER of SECURITIES in which such ACCESS PERSON has a BENEFICIAL OWNERSHIP or
over which such ACCESS PERSON has direct or indirect influence or control. In
the case of the initial holdings report, the information must be as of the date
the person became an ACCESS PERSON. In the case of the annual holdings report,
the information in the report shall be as of a date within 30 days of filing the
report. In each case, this report must contain the information required from
time to time by Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the
Advisers Act or any applicable successor provision. A list of the specific items
of information then required will be set forth in a reporting form or other
materials provided by the REVIEW OFFICER from time to time.
5.4 BROKERAGE CONFIRMATIONS AND STATEMENTS
Each ACCESS PERSON must arrange for his or her broker to supply to the
REVIEW OFFICER, on a timely basis, duplicate copies of all confirmations of all
SECURITY transactions and copies of periodic statements for all accounts holding
SECURITIES in which the ACCESS PERSON has BENEFICIAL OWNERSHIP or as to which
such ACCESS PERSON has direct or indirect influence or control. ACCESS PERSONS
who maintain accounts with institutions that agree to provide such information
in an approved ELECTRONIC format may be eligible for an exemption from some of
the transaction reports required by the Code with respect to those accounts. See
Section 5.2.3.
5.5 REVIEW OF REPORTS BY REVIEW OFFICER
The REVIEW OFFICER shall establish procedures as the REVIEW 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.
6. EXEMPT SECURITIES AND EXEMPT TRANSACTIONS
6.1 EXEMPT SECURITIES
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Transactions in the following types of SECURITIES are exempt from the
substantive TRADING RESTRICTIONS and the PRECLEARANCE REQUIREMENTS, but NOT
REPORTING, requirements of this Code:
- shares of unit investment trusts as to which entity's
investment portfolio the ACCESS PERSON has no direct
or indirect influence or control (other than
open-ended registered investment companies, shares of
which are not considered "securities" at all for
these purposes);
- bonds issued or guaranteed by any sovereign
government or its agencies, instrumentalities or
authorities or supranational issuers (other than
direct U.S. government obligations which are not
considered "SECURITIES" at all for these purposes) in
each case, as designated by the REVIEW OFFICER from
time to time;
- SECURITIES of small, private businesses owned or
operated by the family of the ACCESS PERSON; and
- "index baskets" and options, futures or other
derivatives in each case tied to recognized broad
market indices.
6.2 EXEMPT TRANSACTIONS.
The following types of transactions are exempt from the TRADING
RESTRICTIONS, and the PRECLEARANCE REQUIREMENTS, but NOT REPORTING, requirements
of this Code:
- purchases or sales of SECURITIES for an account over
which you have no direct or indirect influence or
control;
- purchases or sales of SECURITIES which occur as a
result of operation of law, or any margin call
(provided such margin call does not result from your
withdrawal of collateral within 10 days before the
call and you have no involvement in the selection of
the specific SECURITIES to be sold);
- purchases of SECURITIES which are part of an
automatic dividend reinvestment plan, automatic
payroll deduction program, automatic cash purchase or
withdrawal program or other similar automatic
transaction program, but only to the extent you have
made no voluntary adjustment (up or down) in the rate
at which you purchase or sell;
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- purchases of SECURITIES made by exercising rights
distributed by an issuer PRO RATA to all other
holders of a class of its SECURITIES or other
interests, to the extent such rights were acquired by
you from the issuer, and sales of such rights so
acquired;
- tenders of SECURITIES pursuant to tender offers which
are expressly conditioned on the tender offeror's
acquisition of all of the SECURITIES of the same
class; and
- transactions in SECURITIES by your spouse (or person
in a similar relationship such that the presumption
of BENEFICIAL OWNERSHIP arises) employed at another
investment firm or similar entity, provided that: (a)
you have no direct or indirect influence or control
over the transaction; (b) the transactions are
effected solely through an account separate from your
account and (c) the REVIEW OFFICER has specifically
exempted the spousal or similar account from certain
trading restrictions and preclearance requirements.
EXPLANATORY NOTE:
TRANSACTIONS IN SUCH SPOUSAL OR SIMILAR RELATIONSHIP
ACCOUNTS THAT ARE EXEMPTED FROM TRADING RESTRICTIONS
AND PRECLEARANCE REQUIREMENTS WILL BE SUBJECT TO
SPECIAL SCRUTINY AND MAY BE SUBJECT TO ADDITIONAL
POLICIES OR RESTRICTIONS IN THE DISCRETION OF THE
REVIEW OFFICER TO ENSURE THAT THESE ACCOUNTS ARE NOT
BEING USED TO CIRCUMVENT THE POLICIES AND PURPOSES OF
THIS CODE.
6.3 EXEMPTION FOR INVESTMENT PERSONNEL FROM SEVEN-DAY BLACKOUT
FOR CERTAIN TRANSACTIONS IN LARGE CAPITALIZATION STOCKS.
An INVESTMENT PERSON may, without regard to the Investment Personnel
Seven-Day Blackout restriction set forth in Section 4.8 above, purchase or sell
a publicly traded equity security of an issuer having a market capitalization of
at least U.S. $5 billion in one or more transactions having an aggregate value
not exceeding U.S. $10,000 in any one day. Such transactions shall otherwise be
subject to all other substantive and procedural provisions of this Code,
including the preclearance provisions.
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6.4 OTHER EXEMPTIONS GRANTED BY THE REVIEW OFFICER.
Subject to applicable law, the REVIEW OFFICER may from time to time
grant exemptions from the trading restrictions, preclearance requirements or
other provisions of this Code with respect to particular individuals, types of
transactions or SECURITIES, where in the opinion of the REVIEW OFFICER such an
exemption is appropriate in light of all the surrounding circumstances.
7. SANCTIONS
Any violation of the substantive or procedural requirements of this
Code will result in the imposition of such sanctions as the REVIEW OFFICER may
deem appropriate under the circumstances of the particular violation, as well as
the violator's past history of violations. These sanctions may include, but are
not limited to:
- a letter of caution or warning;
- payment of monies, such as a fine, disgorgement of
profits generated or payment of losses avoided, or
restitution to an affected client;
- suspension of personal trading privileges;
- actions affecting employment status, such as
suspension of employment without pay, demotion or
termination of employment; and
- referral to the SEC, other civil authorities or
criminal authorities;
In applying sanctions, the REVIEW OFFICER will be guided by sanctions
guidelines established by senior management, from time to time, setting forth
suggested sanctions for specific types of violations, including a schedule of
escalating penalties for repeat violations in some areas. 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 violations
regardless of the violator's history of prior compliance.
Fines, penalties and disgorged profits will be donated to a charity
selected by the relevant employee or as determined by the REVIEW OFFICER.
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8. RECORDKEEPING REQUIREMENTS
Loomis, Sayles shall maintain and preserve records relating to this
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:
- 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;
- in an easily accessible place a record of any
violation of this 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;
- a copy of each report (or information provided in
lieu of a report) submitted under this Code for a
period of five years, provided that for the first two
years such copy must be preserved in an easily
accessible place;
- in an easily accessible place, a list of all persons
who are, or within the past five years were, required
to make, or were responsible for reviewing, reports
pursuant to this Code;
- 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
- a written record of any decision, and the reasons
supporting any decision, to approve the purchase by
an ACCESS PERSON of any SECURITY in an INITIAL PUBLIC
OFFERING or PRIVATE PLACEMENT TRANSACTION for a
period of five years following the end of the fiscal
year in which the approval is granted.
9. MISCELLANEOUS
9.1 CONFIDENTIALITY
Information obtained from any ACCESS PERSON hereunder will normally be
kept in strict confidence by Loomis, Sayles, but may under certain circumstances
be provided to third parties. For example, reports of SECURITIES transactions
and
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violations hereunder will be made available to the SEC or any other regulatory
or self-regulatory organization to the extent required by law 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 this Code may be provided to clients or former clients of Loomis,
Sayles.
9.2 NOTICE TO ACCESS PERSONS, INVESTMENT PERSONNEL AND RESEARCH
ANALYSTS AS TO STATUS; NOTICE TO REVIEW OFFICER OF ENGAGEMENT
OF INDEPENDENT CONTRACTORS
Loomis, Sayles shall periodically identify all persons who are
considered to be "ACCESS PERSONS," " INVESTMENT PERSONNEL" and "RESEARCH
ANALYSTS" and any accounts or types of accounts or SECURITIES covered as to
which a designation of INVESTMENT PERSONNEL or RESEARCH ANALYSTS may apply,
inform such persons of their respective reporting and duties under the Code and
provide such persons with copies of this Code.
Any person engaging an independent contractor shall notify the REVIEW
OFFICER of this engagement and provide to the REVIEW OFFICER information
concerning the independent contractor sufficient to permit the REVIEW OFFICER to
make a determination as to whether such independent contractor shall be
designated as an ACCESS PERSON.
9.3 INITIAL AND ANNUAL CERTIFICATION OF COMPLIANCE
Each ACCESS PERSON must, upon becoming an ACCESS PERSON and annually
thereafter, (by paper or electronic means specified by the REVIEW OFFICER from
time to time) acknowledge that he or she has received, read and understands this
Code and recognizes that he or she is subject hereto, and certify that he or she
will (in the case of a new ACCESS PERSON) and has during the past year (in the
case of an annual certification) complied with the requirements of this Code of
Ethics, except as otherwise disclosed in writing to the REVIEW OFFICER.
9.4 QUESTIONS AND EDUCATIONAL MATERIALS
You are encouraged to bring to the Legal and Compliance Department any
questions you may have about interpreting or complying with this Code, about
SECURITY accounts or personal trading activities of you or of your family or
household members, about your legal or ethical responsibilities or about similar
matters that may involve this Code.
The Legal and Compliance Department may from time to time circulate
educational materials or bulletins designed to assist you in understanding and
carrying out your duties under this Code.
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GLOSSARY OF TERMS
The BOLDFACE terms used throughout this policy have the following
meanings:
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, general partner or officer of Loomis,
Sayles, or any ADVISORY PERSON (as defined below) of Loomis, Sayles.
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
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 (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 SECURITY. ADVISORY PERSON also
includes: (a) any other employee designated by the REVIEW OFFICER as an
ADVISORY PERSON under this Code; and (b) any independent contractor (or
similar person) engaged by Loomis, Sayles designated as such by the REVIEW
OFFICER as a result of such independent contractor's access to information
about the purchase or sale of SECURITIES by Loomis, Sayles on behalf of
clients (by being present in Loomis, Sayles offices, having access to
computer data or otherwise).
3. "BENEFICIAL OWNERSHIP" is defined in Section 3.2.2 of the Code.
4. "CONTROL" 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 exercise a
controlling influence over the management or policies of Loomis, Sayles,
unless such power is solely the result of an official position with Loomis,
Sayles.
5. "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.
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6. "INVESTMENT COMPANY" means any INVESTMENT COMPANY registered as such under
the 1940 Act and for which Loomis, Sayles serves as investment adviser or
subadviser.
7. "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 the REVIEW OFFICER as such.
As to other accounts, he or she is simply an ACCESS PERSON.
8. "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 REVIEW OFFICER as such. As to other client
accounts, he or she is simply an ACCESS PERSON.
9. "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.
10. "RECOMMENDATION" means any initial rating or change therein, in the case of
an equity SECURITY, or any initial rating or status, or change therein in
the case of a fixed income SECURITY in either case issued by a RESEARCH
ANALYST.
11. "RESEARCH ANALYST" means any individual employed by Loomis, Sayles who has
been designated as a RESEARCH ANALYST by Loomis, Sayles. A person is
considered a RESEARCH ANALYST only as to those SECURITIES which he or she
is assigned to cover and about which he or she issues research reports to
other INVESTMENT PERSONNEL. As to other accounts, he or she is simply an
ACCESS PERSON.
12. "REVIEW OFFICER" means the General Counsel or such other officer or
employee of Loomis, Sayles designated from time to time by Loomis, Sayles
to receive and review reports of purchases and sales by ACCESS PERSONS, and
to address issues of personal trading. "ALTERNATE REVIEW OFFICER(S)" means
the employee or employees of Loomis, Sayles designated from time to time by
Loomis, Sayles to receive and review reports of purchases and sales, and to
address issues of personal trading, by the REVIEW OFFICER, and to act for
the REVIEW OFFICER in the absence of the REVIEW OFFICER.
13. "SECURITY" is defined in Section 3.2.1 of the Code.
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