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(P)(2)
LOOMIS SAYLES FUNDS
CODE OF ETHICS
In order to ensure that all acts, practices and courses of business engaged
in by personnel of Loomis Sayles Funds reflect high standards and comply with
the requirements of Section 17(j) of the Investment Company Act of 1940 (the
"1940 Act") and Rule 17j-1 thereunder, the Board of Trustees has adopted this
Code of Ethics on behalf of the Funds.
I. Definitions
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(A) "The Funds" means Loomis Sayles Funds and "a Fund" means any series
thereof.
(B) "Access Person" means:
(1) Any Trustee, officer or Advisory Person of the Funds or the
Funds' investment adviser; and
(2) Any director or officer of the Funds' principal underwriter who,
in the ordinary course of business, makes, participates or
obtains information regarding, the purchase or sale of Securities
by the Funds, or whose functions or duties in the ordinary course
of business relate to the making of any recommendation to the
Funds regarding the purchase or sale of Securities.
(C) "Acquisition or Disposition" includes, among other things, any
Purchase or Sale, the receipt of any gift and the making of any
personal or charitable gift of any Security.
(D) "Advisory Person" means:
(1) Any employee of the Funds or their investment adviser (or of any
company in a control relationship to the Funds or investment
adviser) 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 the Funds, or whose
functions relate to the making of any recommendations to the
Funds regarding the purchase or sale of Securities; and
(2) Any natural person in a control relationship to the Funds or
their investment adviser who obtains information concerning
recommendations with regard to the purchase or sale of Securities
by the Funds.
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(E) "Beneficial Ownership" is interpreted in the same manner as it would
be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934
(the "1934 Act") in determining whether a person is the beneficial
owner of a security for purposes of Section 16 of the Exchange Act and
the rules and regulations thereunder.
(F) "Control" has the same meaning as that set forth in Section 2(a)(9) of
the 1940 Act. Section 2(a)(9) provides that "control" means the power
to exercise a controlling influence over the management of policies of
a company, unless this power is solely the result of an official
position with the company.
(G) "Disinterested Trustee" means a Trustee of the Funds who is not an
"interested person" of the Funds within the meaning of Section
2(a)(19) of the 1940 Act.
(H) "Initial Public Offering" means an offering of Securities registered
under the Securities Act of 1933 (the "1933 Act"), the issuer of
which, immediately before the registration, was not subject to the
reporting requirements of Sections 13 or 15(d) of the 1934 Act.
(I) "Investment Personnel" of the Funds or their investment adviser means:
(1) Any employee of the Funds or investment adviser (or of any
company in a control relationship to the Funds or investment
adviser) who, in connection with his or her regular functions or
duties, makes or participates in making recommendations regarding
the purchase or sale of Securities by the Funds; and
(2) Any natural person who controls the Funds or their investment
adviser and who obtains information concerning recommendations
regarding the purchase or sale of Securities by the Funds.
(J) "Limited Offering" means an offering that is exempt from registration
under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the
1933 Act or Rule 504, Rule 505 or Rule 506 under the 1933 Act.
(K) "Purchase or Sale of a Security" includes, among other things, the
writing of an option to purchase or sell a Security.
(L) "Security" means a security as defined in Section 2(a)(36) of the 1940
Act, except that it does not include:
(1) Direct obligations of the government of the United States.
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(2) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements.
(3) Shares issued by open-end management investment companies
registered under the 1940 Act.
(4) Any other security determined by the Securities and Exchange
Commission ("SEC") or its staff to be excluded from the
definition of "covered security" contained in Rule 17j-1 under
the 1940 Act.
(M) "Security Held or to be Acquired by the Funds" means:
(1) Any Security which, within the most recent 15 days:
(a) Is or has been held by the Funds; or
(b) Is being or has been considered by the Funds or their
investment adviser for purchase by the Funds. A security is
"being or has been considered for purchase" when any
individual who makes the final investment decision for a
Fund is giving or has given serious consideration to a
purchase of the security.
(2) Any option to purchase or sell, and any Security convertible
into, or exchangeable for, a Security described in paragraph (1)
of this definition.
II. Rules Applicable to Affiliated Officers and Trustees
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(A) Incorporation of Code
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Loomis, Sayles & Company, L.P. ("Loomis Sayles") imposes reporting
requirements and restrictions on the personal securities transactions
of its personnel. The provisions of the code of ethics of Loomis
Sayles are incorporated into this Code of Ethics as the provisions
applicable to officers or Trustees of the Funds who are officers,
directors or employees of Loomis Sayles. Loomis Sayles must use
reasonable diligence and institute procedures reasonably necessary to
prevent violations of its code of ethics. A violation of the Loomis
Sayles code of ethics by any Access Person covered by that code with
respect to transactions involving the Funds will constitute a
violation of this Code.
(B) Pre-Approval of Investments in IPOs and Limited Offerings
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Investment Personnel of the Funds or Loomis Sayles must obtain
approval from the Review Officer (as defined in the Loomis Sayles code
of ethics) before
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directly or indirectly Acquiring Beneficial Ownership in any
Securities in an Initial Public Offering or in a Limited Offering.
(C) Reports
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(1) The Review Officer will identify all Access Persons of Loomis
Sayles who are required to submit reports under the Loomis Sayles
code of ethics and inform each of these Access Persons of their
reporting obligations.
(2) Officers and Trustees of the Funds who are officers, directors or
employees of Loomis Sayles will file the reports required under
the Loomis Sayles code of ethics with the Review Officer.
(3) The Review Officer will submit confidential monthly reports with
respect to his or her personal securities transactions to a
person designated in accordance with the Loomis Sayles code to
receive his or her reports ("Alternate Review Officer"), who will
act in all respects in the manner prescribed herein for the
Review Officer.
(4) A report filed with the Review Officer or the Alternate Review
Officer in accordance with the Loomis Sayles code will be deemed
to be filed with the Funds.
(C) Review
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(1) The Review Officer will compare the reported personal securities
transactions with portfolio transactions of the Funds to
determine whether a violation of this Code may have occurred.
Before making any determination that a violation has been
committed by any person, the Review Officer will give that person
an opportunity to supply additional explanatory material.
(2) If the Review Officer determines that a violation of this Code
has or may have occurred, the Review Officer will promptly submit
his or her written determination, together with the report in
question, any additional explanatory material provided by the
individual in question, and a report of the sanctions, if any,
imposed upon the individual by Loomis Sayles to the Secretary of
the Funds, who will review the determination of whether a
violation has occurred.
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(D) Violations
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(1) If the Secretary of the Funds finds that a violation has or may
have occurred, he or she will promptly report the apparent
violation and any sanction imposed by Loomis Sayles to the
Trustees of the Funds.
(2) No person will participate in a determination of whether he or
she has committed a violation of the Loomis Sayles code or of the
imposition of any sanction against himself or herself. If a
securities transaction of the Secretary of the Funds is under
consideration, a Trustee of the Funds not affiliated with Loomis
Sayles and designated for the purpose by the Trustees of the
Funds will act in all respects in the manner prescribed herein
for the Secretary, as the case may be.
III. Rules Applicable to Persons other than Affiliated Officers and Trustees
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This Section III will apply to Access Persons of the Funds who are not
affiliated with Loomis Sayles, including Disinterested Trustees.
(A) Anti-fraud Prohibitions
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No Access Person covered by this Section III will, in connection with
the purchase or sale, directly or indirectly, by that person of a
Security Held or to be Acquired by the Funds:
(1) employ any device, scheme or artifice to defraud the Funds;
(2) make to the Funds any untrue statement of a material fact or omit
to state to the Funds a material fact necessary in order to make
the statements made, in light of the circumstances under which
they are made, not misleading;
(3) engage in any act, practice or course of business which would
operate as a fraud or deceit upon the Funds; or
(4) engage in any manipulative practice with respect to the Funds.
(B) Prohibited Personal Securities Transactions
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Except as provided in paragraphs (C) and (D) of this Section III, no
Access Person may Purchase or Sell, directly or indirectly, any
Security in which the Access Person has, or by reason of such
transaction Acquires, any direct or indirect Beneficial Ownership and
which the Access Person knows at the time of such Purchase or Sale is
Held or to be Acquired by a Fund.
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(C) Discussion of Transactions With Fund Secretary
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Any Access Person covered by this Section III who questions whether a
contemplated transaction is prohibited by this Code should discuss the
transaction with the Secretary of the Funds before proceeding with the
transaction. In appropriate instances, if it appears to the Secretary
that there is no reasonable likelihood of harm to the Funds from the
transaction and the transaction is otherwise in accordance with the
Code and Rule 17j-1, the Secretary may authorize the Access Person to
engage in the transaction.
(D) Transactions Exempted from Section III(A) and (B)
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The prohibitions of Section III(A) and (B) of this Code will not apply
to the following transactions by Access Persons covered by this
Section III:
(1) Purchases or Sales of Securities over which the Access Person has
no direct or indirect influence or control;
(2) Purchases or Sales of Securities which are not eligible for
Purchase or Sale by the Funds;
(3) Purchases or Sales of Securities which are non-volitional on the
part of the Access Person;
(4) Purchases of Securities which are part of an automatic dividend
reinvestment plan; and
(5) Purchases of Securities effected upon the exercise of rights
issued by an issuer pro rata to all holders of a class of its
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securities, to the extent these rights were acquired from that
issuer.
(E) Reporting of Securities Holdings and Transactions
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Every Access Person subject to this Section III must file with the
Secretary of the Funds the following reports (including reports
covering Securities exempted by Section III (C) or (D)):
(1) Initial Holdings Reports. No later than 10 days after the Access
Person becomes an Access Person, the following information:
(a) The title, number of shares and principal amount of each
Security in which the person had any direct or indirect
Beneficial Ownership when the person became an Access
Person;
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(b) The name of any broker, dealer or bank with whom the Access
Person maintained an account containing securities (as
defined in Section 2(a)(36) of the 1940 Act) in which the
person had any direct or indirect Beneficial Ownership as of
the date the person became an Access Person; and
(c) The date the report is being submitted by the Access Person.
(2) Quarterly Transaction Reports. Not later than 10 days after the
end of each calendar quarter, the following information:
(a) Securities Transactions. With respect to any Acquisition or
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Disposition during the quarter of a Security in which the
Access Person had any direct or indirect Beneficial
Ownership:
(i) The date of the Acquisition or Disposition, the
title, the interest rate and maturity date (if
applicable), the number of shares and the principal
amount of each Security;
(ii) The nature of the Acquisition or Disposition (i.e.,
Purchase, Sale, gift or any other type of Acquisition
or Disposition);
(iii) The price of the Security at which the Acquisition or
Disposition was effected;
(iv) The name of the broker, dealer or bank with or
through which the Acquisition or Disposition was
effected; and
(v) The date the report is being submitted by the Access
Person.
(b) Brokerage Accounts. With respect to any account established
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by the Access Person containing securities (as defined in
Section 2(a)(36) of the 1940 Act) in which the person had a
direct or indirect Beneficial Ownership:
(i) The name of the broker, dealer or bank with whom the
Access Person established the account;
(ii) The date the account was established; and
(iii) The date the report is being submitted by the Access
Person.
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(3) Annual Holdings Reports. Within 30 days after the end of each
calendar year, the following information as of the end of the
last day of that calendar year:
(a) The title, number of shares and principal amount of each
Security in which the person had any direct or indirect
Beneficial Ownership;
(b) The name of any broker, dealer or bank with whom the Access
Person maintained an account containing securities (as
defined in Section 2(a)(36) of the 1940 Act) in which the
person had any direct or indirect Beneficial Ownership; and
(c) The date the report is being submitted by the Access Person.
(4) Disclaimer of Beneficial Ownership; No Admission of Violation.
Any report submitted by an Access Person in accordance with this
Section III(E) may contain a statement that the report will not
be construed as an admission by that person that he or she has
any direct or indirect beneficial ownership in the Security to
which the report relates, and the existence of any report will
not by itself be construed as an admission that any event
reported on constitutes a violation of Section III(A) or (B)
hereof.
(5) Identification and Notification of Access Persons. The Secretary
of the Funds will identify all Access Persons of the Funds who
are required to submit reports under this Section III(E) and
inform each of these Access Persons of their reporting
obligations.
(F) Exceptions from Reporting Requirements
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(1) An Access Person subject to this Section III will not be required
to make any report referred to in Section III(E) with respect to
transactions effected for, and Securities held in, any account
over which that person has no direct or indirect influence or
control.
(2) A Disinterested Trustee of the Funds need not make:
(a) Any initial or annual holdings report referred to in Section
III(E)(1) or III(E)(3) of this Code.
(b) Any quarterly transaction report referred to in Section
III(E)(2) of this Code, unless the Trustee knew or, in the
ordinary course of fulfilling his or her official duties as
a Trustee of the Funds, should
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have known that, during the 15-day period immediately
preceding or following the date of the Trustee's transaction
in a Security, the Funds Purchased or Sold the Security, or
the Funds or their investment adviser considered Purchasing
or Selling the Security.
(3) An Access Person need not make a quarterly transaction report
under Section III(E)(2) of this Code if the report would
duplicate information contained in broker trade confirmations or
account statements received by the Funds or Loomis Sayles with
respect to the Access Person in the time period required by
Section III(E)(2), if all of the information required by this
section is contained in the broker confirmations or account
statements, or in the records of the Funds or Loomis Sayles.
(G) Review of Section III(E) Reports
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(1) The Secretary of the Funds or his or her delegate will promptly
review all reports submitted in accordance with Section III(E)
and compare the reported personal securities holdings and
transactions with the portfolio holdings and transactions of the
Funds to determine whether any transaction ("Reviewable
Transaction") listed in Section III(A) or (B) (even if exempt
under Section III(C) or (D)) may have occurred.
(2) If the Secretary of the Funds or his or her delegate determines
that a Reviewable Transaction may have occurred, he or she will
then determine whether a violation of this Code may have
occurred, taking into account all the exemptions provided under
Sections III(C) and (D). Before making any determination that a
violation has been committed by an Access Person, the Secretary
will give that person an opportunity to supply additional
information regarding the transaction in question.
(H) Enforcement
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If the Secretary determines that a violation of this Code has or may
have occurred, he or she will promptly report the apparent violation
to the Trustees of the Funds. The Trustees, with the exception of any
person whose transaction is under consideration, will take such
actions as they consider appropriate, including imposition of any
sanctions that they consider appropriate.
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IV. Miscellaneous
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(A) Approval of Codes of Ethics and Material Changes
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The Trustees, including a majority of the Disinterested Trustees, must
approve this Code of Ethics, the Loomis Sayles code of ethics and any
material changes to either code of ethics.
(1) The Trustees must base their approval of either code or any
material changes thereto on a determination that the code
contains provisions reasonably necessary to prevent Access
Persons from engaging in any conduct prohibited by the anti-fraud
provisions of Rule 17j-1(b) under the 1940 Act.
(2) Before approving this Code of Ethics, the Loomis Sayles code of
ethics or any amendment to either code, Loomis Sayles must
provide to the Trustees a certification that Loomis Sayles has
adopted procedures reasonably necessary to prevent Access Persons
from violating the Loomis Sayles code of ethics.
(3) The Trustees must approve a material change to either code of
ethics within six months after the adoption of the change.
(B) Reports to Trustees
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No less frequently than annually, the Secretary of the Funds and
Loomis Sayles must furnish to the Trustees, and the Trustees must
consider, a written report that:
(1) Describes any issues arising under the codes of ethics or
procedures of the Funds and Loomis Sayles since the last report
to the Trustees, including but not limited to, information about
material violations of any code or procedures and sanctions
imposed in response to material violations; and
(2) Certifies that the Funds and Loomis Sayles have adopted
procedures reasonably necessary to prevent Access Persons from
violating their respective codes of ethics.
(C) Recordkeeping Requirements
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(1) The Funds must, at their principal place of business, maintain
all of the following records in the manner and to the extent set
forth below. These records will be available to the SEC or any
representatives of the SEC at any time and from time to time for
reasonable periodic, special or other examinations.
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(a) A copy of each of the Funds' codes of ethics that is in
effect, or at any time within the past five years was in
effect, must be preserved in an easily accessible place.
(b) A record of any violation of this Code or a predecessor
code, and of any action taken as a result of the violation,
must be maintained in an easily accessible place at least
five years after the end of the fiscal year in which the
violation occurs.
(c) A copy of each report made pursuant to this Code by any
Access Person subject to Section III of this Code, including
any information provided in reliance on Section III(F)(3) of
this Code, must be maintained for at least five years after
the end of the fiscal year in which the report is made or
the information is provided, the first two years in easily
accessible place.
(d) A record of all persons, currently or within the last five
years, who are or were required to make reports pursuant to
Section III of this Code, or who are or were responsible for
reviewing these reports, must be maintained in an easily
accessible place.
(e) A copy of each report required by Section IV(B) of this Code
must be maintained for at least five years after the end of
the fiscal year in which it is made, the first two years in
an easily accessible place.
(2) The Adviser must maintain a record of any decision, and the
reasons supporting the decision, to approve the acquisition by
investment personnel of Securities acquired in an Initial Public
Offering or in a Limited Offering, for at least five years after
the end of the fiscal year in which the approval is granted.
(3) Any record described in this Section IV(C) that is maintained by
Loomis Sayles in accordance with its code of ethics will be
deemed to have been maintained by the Funds.
(D) Confidentiality
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All reports of Securities transactions and any other information filed
with the Funds pursuant to this Code will be treated as confidential.
However, information bearing on a possible compliance issue under or
violation of the Code may be made available to the Funds' trustees and
officers, outside counsel, other affected personnel of the Funds or
Loomis Sayles, the Securities and Exchange Commission and other
regulatory or governmental authorities.
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(E) Interpretation of Provisions; Procedures
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The Trustees may from time to time adopt such interpretations of or
additional procedures under this Code as they deem appropriate.
(F) Consultation with Fund Counsel
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Whenever the Secretary considers it desirable, he or she will consult
with the Funds' counsel concerning any matter arising under the Code.
February, 2000
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