Exhibit 99.B(p)(6)

Code of Ethics

 

General Principles

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics (the “Code”), the “Firm” or “TCW” refers to The TCW Group, Inc., TCW Advisors, and controlled affiliates.

This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firm’s clients. In consideration of this you must:

In addition to the above fiduciary requirements, officers, directors and employees of the Firm are prohibited from violating the laws of the United States, including but not limited to, the applicable federal and state securities laws. These provisions prohibit any manipulative conduct in connection with transactions in Securities in the marketplace:

This Code of Ethics applies to all Access Persons and their respective Covered Persons, as defined herein. New employees are provided a copy of the Code of Ethics as part of their onboarding process. Since the Code is always available on myTCW, Access Persons are deemed to be in receipt of the Code. Annually, all Access Persons are required to acknowledge that they have received the Code understand its contents. As always, if you have any questions, the Administrator of the Code of Ethics (“ACE”) is available to help.

As an Access Person, you are responsible for safeguarding the reputation of TCW. The reputation that TCW has built through decades of hard work can be destroyed by a single action. When in doubt, call ACE or the Chief Compliance Officer before taking action. We are here to help.

Individuals covered by this Code of Ethics are required to promptly report any violation to ACE and/or the Chief Compliance Officer. Violations of this Code constitute grounds for disciplinary actions, including immediate dismissal

Personal Investment Transactions

Overview

The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm. The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.

Any questions about this policy should be addressed to ACE at ace@tcw.com.

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All Securities trading by Access Persons and Covered Persons is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Person’s work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. The Person may be notified by his/her supervisor, or such other appropriate officer(s) that there is a trading issues, and that trading restrictions and/or other disciplinary action, as appropriate, may be implemented.

Every Covered Person should be familiar with the requirements of this policy. Contact ACE to send each Covered Person a copy of this policy.

Covered Transactions/Covered Accounts

This policy covers investment activities (“Covered Transactions”) (i) by any Access Person or Covered Person in a Covered Account, or (ii) in any account in which any Access Person has a “beneficial interest”.

An Access Person has a “beneficial interest” in an account if that Access Person:

” Covered Accounts include any personal trading account in which you have a beneficial interest. A representative list of such accounts includes:

Violations of this policy by a Covered Person will be treated as violations by you.

Pre-clearance of Covered Transactions

Generally, all trading by Access Persons and Covered Persons requires pre-clearance except transactions in exempt securities. Exempt securities are listed in this Code of Ethics

Pre-clearance Process

Pre-clearance, using StarCompliance, is required for any non-exempt security below and any other investment product not listed on the Exempt securities list in the Code of Ethics.

Pre-clearance expires at 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after approval has been received. If your order has not been executed by the next business day after approval, it should be canceled and a new pre-clearance obtained.

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Limitations on Pre-Clearance

All pre-clearance requests in StarCompliance will be limited to 65 approved requests per calendar quarter. Once an Access Person or Covered Person has reached 65 approved pre-clearance requests for the quarter, StarCompliance will automatically deny each subsequent pre-clearance request (i.e. beginning with the 66th pre-clearance request). The multiple transactions that make up an option trading strategy, such as option spreads, will be counted as individual transactions towards the trading limit.

Personal Trading Restrictions

If you receive two or more personal securities trading violations within a 2-year period, the Firm will impose an automatic 90-day trading suspension on your trading.

Prohibited Transactions

The following activities are prohibited and pre-clearance will generally not be available.

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Prediction Markets

Access Persons and Covered Persons are prohibited from trading, betting, or otherwise taking positions on prediction markets, event contracts, or similar instruments where the outcome relates to the Firm, its clients, or any issuer or transaction about which the person may possess material nonpublic information, confidential information, or other information obtained through their employment with the Firm. This prohibition applies regardless of whether the instrument is characterized as a security, commodity interest, wager, contract, or other product.

Additional Restrictions for Certain Investment Personnel

In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.

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Exempt Securities

Pre-clearance is generally not required for Exempt Securities. The following table identifies Exempt Securities and summarizes any pre-clearance and reporting requirements that apply.

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Exemptive Relief

To seek approval for a Code of Ethics exemption, contact ACE. ACE will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers. The Approving Officers have no obligation to grant any requested approval or exemption.

The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person.

Reporting

Personal Investment Reporting

Access Persons are required to report all non-exempt security holdings and transactions (including investments in private placements) as part of the certifications listed below.

TCW receives automated feeds from many major brokers (“Linked Brokers”). If your broker is not a Linked Broker, you must ensure that TCW receives duplicate broker statements. ACE can inform you if your broker is a Linked Broker and set up your account for automated feed. If your broker is not a Linked Broker, ACE can assist you with a release letter (“407 letter”) to allow TCW to receive duplicate statements. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker. In addition, Access Persons must timely file all reports for all transactions as provided in the tables below and must promptly report the opening, closing or changing of any Covered Accounts.

Reporting on Opening, Changing or Closing a Covered Account

Brokerage Accounts: You must use the StarCompliance system to enter information about each Covered Account:

Employee Separate Accounts: Employees may not establish a Separately Managed Account for themselves, family members, or friends without the prior written approval of (i) the manager of their investment unit and/or the primary investment strategy in which the account is proposed to be invested (e.g., the Head of Fixed Income, Equities, Emerging Markets, Private Credit or Asset Backed Finance, as the case may be), (ii) the COO, and (iii) the General Counsel. If the Separately Managed Account is intended to create a marketing track record, approval will also be required by the Product Development Committee.

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Other Required Certifications

Reports are filed using StarCompliance. If you will not be able to file a report on time, contact ACE prior to the filing due date.

Other Employee Conduct

Personal Loans

You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

Taking Advantage of a Business Opportunity That Rightfully Belongs to the Firm

Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm. Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firm’s funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member has any interest in a transaction (whether on behalf of a client or the Firm), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.

You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.

Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.

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Glossary

Access Person(s) – Includes all of the Firm’s directors, officers, and employees, except those who (i) do not devote substantially all working time to the activities of the Firm, and (ii) do not have access to information about the day to-day investment activities of the Firm. A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information (such as nonpublic information regarding any clients’ purchase or sale of securities, portfolio holdings, securities recommendations, or providing investment advice).

Account – A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT, and CBO/ CDO/CLO).

Administrator of the Code of Ethics – Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer.

Approving Officers – The following conflicts of interest situations involving a Covered Officer must be approved by (i) the General Counsel or designated Senior Legal Officer and (ii) the Chief Compliance Officer or designated Senior Compliance Officer(s).

Beneficial Interest – an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.

CBO – Collateralized bond obligation.

CDO – Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

Chief Compliance Officer – The Chief Compliance Officer of TCW. For purposes of this policy, the term Chief Compliance Officer shall include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.

CLO – Collateralized loan obligation.

Code of Ethics or Code – This Code of Ethics.

Covered Account – Any account of an Access Person or Covered Person is a “Covered Account.” Covered Accounts include any personal trading account in which you have a beneficial interest. A non-exhaustive or a representative list of such accounts include:

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Covered Person – Spouse, minor child, relative or significant other sharing a house with an Access Person, or any other person, when the Access Person has a “beneficial interest” in the person’s accounts or securities.

Covered Transaction – A transaction in a Covered Account.

Cryptocurrencies – Cryptocurrencies, like Bitcoin and Ethereum, are pieces of computer code that are not managed by any authority (see Digital Currencies definition, below). Creation, as well as use, is maintained through a distributed ledger, typically a blockchain, that serves as a public financial database.

D

Digital Currencies – Digital currency refers to the electronic form of fiat money issued by governments. Unlike Cryptocurrencies, digital currency does not require encryption, and users are required to use secure and unique passwords in order to protect their digital wallets from hacking or theft.

Direct Purchase Plan – An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.

Entertainment – Generally refers to items of value that are given or received by hosts or guests while in the presence of TCW Access Persons. This means the attendance by both you and your hosts or guests at a meal, sporting event, theater production, tickets to an event sponsorship, or comparable event which may also include accommodation expenses covering your hosts or guests’ meal, travel to, or other related accommodation expenses at a conference or an out-of-town event.

ETF – Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

ETN – Exchange Traded Note – An unsecured debt security that tracks an underlying index of securities and trade on a major exchange like a stock.

Exchange Act – Securities Exchange Act of 1934, as amended.

Exempt Securities – Those Securities described in the subsection Exempt Securities in the Personal Investment Transactions Policy.

Financial Commodity – Any futures or option contract that is not based on an agricultural commodity, a natural resource such as energy or metals, or other physical or tangible commodity. It includes currencies (both virtual and non-virtual), equity securities, fixed income securities, and indexes of various kinds.

Firm or TCW – The TCW Group of companies.

Firm Personnel – All directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located.

Foreign Official – Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official.

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General Counsel – The General Counsel of TCW. For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.

Gift – Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment, it does not fall within the category of Gifts.

IPO – Initial public offering. An offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

Inside information – Material, non-public information.

Investment Compliance – The support group for certain trading areas that, among others, checks proposed trades and open trades against investment restrictions.

Investment Personnel – Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager’s decision, and (ii) a member of the Investment Compliance Department.

Limited Offering – An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

Linked Broker – A broker that provides account information by automatic feed to StarCompliance.

LM-10 Information Report – Report required for reporting gifts or entertainment to labor unions or union officials.

Lobbyist – A lobbyist is an individual who is compensated to communicate directly with any state, legislative or agency official to influence legislative or administrative action on behalf of his or her employer or client.

Material Information – Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company’s securities.

MetWest – Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

MetWest Mutual Funds – Metropolitan West Funds, each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by MetWest.

Non-Discretionary Accounts – Accounts for which the individual does not directly or indirectly make or influence the investment decisions.

Non-Financial Commodity – Any futures contract based on an agricultural commodity, a natural resource such as energy or metals, or other physical or tangible commodity. It includes commodities that may be physically delivered or agricultural commodities. This extends to environmental commodities like carbon offset credits, emission allowances and renewable energy credits (RECs).

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O

Outside Fiduciary Accounts – Certain fiduciary accounts outside of the Firm for which an individual has received the Firm’s approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics.

Private Placements – An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

REIT – Real estate investment trust.

Registered Person(s) – Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD.

Restricted Securities List – A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.

Rule 10b5-1 Plan – A rule established by the Securities Exchange Commission (SEC) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.

SEC – Securities and Exchange Commission.

Securities – Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs, ETNs, shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, options on securities, single stock futures, warrants, financial commodities, a derivative linked to a specific security, security-based swaps, or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds. Includes cryptocurrencies or digital currencies (other than Bitcoin, Ethereum and USDC).

Securities Act – Securities Act of 1933, as amended.

Single Stock ETF – Exchange Traded Fund allowing for leveraged or inverse trading of a single stock. Single-stock ETFs do not hold a portfolio of stocks; rather, they track just a single stock but employ derivatives contracts to provide leveraged and/or inverse returns.

TABF – TCW Asset Backed Finance Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TAMCO – TCW Asset Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW or Firm – The TCW Group of companies.

TCW Advisor – Includes TAMCO, TIMCO, MetWest and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TCW ETF Trust – TCW ETF Trust, each of its series, and any other proprietary, registered, exchange-traded funds (ETFs) advised by TIMCO.

TCW Funds – TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO.

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TCW Registered Funds – Collectively, the TCW Funds, MetWest Mutual Funds, TCW ETF Trust, each of their series, and any other proprietary and registered closed-end investment companies (including TSI and TABF), exchange-traded funds (ETFs) and open-end investment companies (mutual funds) advised (or sub-advised) by TAMCO, TIMCO, TPAY, MetWest or any other affiliate, unless otherwise indicated.

TFD or TCW Funds Distributors LLC – A limited-purpose broker-dealer (formerly, TCW Brokerage Services).

TIMCO – TCW Investment Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TPAY - TCW Private Asset Income fund, a registered, closed-end investment company advised by TABF.

TSI – TCW Strategic Income Fund, Inc., a registered, closed-end investment company advised by TIMCO.

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