Pacific Asset Management LLC

Pacific Life Fund Advisors LLC

Pacific Private Fund Advisors LLC

Investment Advisers’

CODE OF ETHICS

Effective

January 1, 2023

Investment Advisers’

Code of Ethics

TABLE OF CONTENTS

Investment Advisers’

Code of Ethics

Pacific Asset Management LLC (“PAM”), Pacific Life Fund Advisors LLC (“PLFA”), and Pacific Private Fund Advisors LLC (“PPFA”)(each an “Adviser” and collectively, the “Advisers”) are registered investment advisors with the Securities and Exchange Commission (“SEC”) and are regulated by the Investment Advisers Act of 1940, as amended (“Advisers Act”). Each Adviser has adopted the Investment Advisers’ Code of Ethics (the “Code”) as a standard of conduct for its personnel.

Rule 204A-1 of the Advisers Act requires investment advisers to establish, maintain and enforce a written code of ethics, and specifies the minimum requirements to include in the code. The code must set forth standards of conduct expected of advisory personnel and address conflicts that arise from personal trading by advisory personnel.

The Code is designed to meet regulatory requirements¹, and prevent conflicts of interests, or the appearance of such conflicts, with regard to Supervised Persons² and others designated as Access Persons owning or engaging in transactions involving Securities³.

Employees of Pacific Life Insurance Company (“Pacific Life”), including subsidiaries and affiliates, are also subject to Pacific Life’s Code of Conduct (Located on the Pacific Life Corporate website Splash! and in StarCompliance). The Code supersedes when there is a conflict between a standard established by a Pacific Life Code of Conduct policy and a standard established by the Code.

The Code doesn’t attempt to identify all possible scenarios or circumstances that are conflicts of interest. The Code doesn’t ensure literal compliance with each specific provision and doesn’t necessarily shield you from liability for personal trading or conduct that violates a fiduciary duty to our Clients. You are expected to follow the specific rules and the spirit of the Code. Violations of the Code can result in personal sanctions including termination of employment.

Investment Advisers’

Code of Ethics

Access Persons are full-time, part-time, and temporary employees, as well as consultants and interns who meet the criteria above. A Compliance Officer, in consultation with appropriate management as needed, determines if a person meets the criteria to be deemed an Access Person based on their role and responsibilities related to each Adviser (PAM, PPFA and PLFA). Access Persons are generally categorized by Adviser:

Please contact a Compliance Officer if you are unsure which category of Access Person you are. The determination is made upon hire and Access Persons are periodically reassessed to ensure they are appropriately classified. Pacific Life’s Enterprise Compliance department (“Enterprise Compliance”) maintains the Access Persons list in StarCompliance and the Advisers periodically review the list for accuracy. Access Persons are subject to the Code in its entirety unless specifically stated otherwise.

Enterprise Compliance administers the StarCompliance system (“StarCompliance”). Certifications and other requirements related to the Code must be submitted in StarCompliance unless otherwise specified in the Code. Administrative or StarCompliance questions should be directed to Enterprise Compliance. Questions related to the provisions of the Code should be directed to a member of the applicable adviser’s Compliance Department or Chief Compliance Officer (“CCO”). Enterprise Compliance and Adviser compliance contacts are listed in Appendix 2 along with each Adviser’s CCO.

Investment Advisers’

Code of Ethics

The Code is based on the principle that you, as an Access Person of the Advisers, owe a fiduciary duty of care, loyalty, honesty, and good faith to act in the best interests of our Clients. The Code sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your actions and your personal Securities transactions.

As a fiduciary to our Clients, you have a duty and requirement to:

You must not:

Investment professionals are portfolio managers, research analysts, traders or others who have responsibility for making either Securities recommendations or investment decisions for Client Accounts. In addition to the above, there are special considerations governing personal Securities transactions by investment professionals of an Adviser.

Investment Advisers’

Code of Ethics

Investment professionals must not:

You may have access to non-public investment information (“NPII”) of the Advisers which may include Securities recommendations, trades, or holdings. You must not disclose NPII except as required to carry out Securities transactions, or for other valid business reasons, providing appropriate confidentiality agreements have been executed, or for legal or regulatory requirements as permitted by applicable laws.

While in the possession of Material Non-Public Information (“MNPI”) you are prohibited from trading the information for your accounts or on behalf of other accounts, or communicating this information to others, regardless of whether you obtained the information through the scope of your employment or elsewhere.

You are subject to federal securities laws regarding insider trading. Employees of an Adviser or Pacific Life are subject to Pacific Life’s Insider Trading Policy (see Splash!).

Investment Advisers’

Code of Ethics

There are three restricted lists:

Access Persons who are Corporate Information Technology (“CIT”) personnel are not subject to a restricted list unless otherwise instructed.

A Restricted List may include an Issuer for a variety of reasons, but not limited to, the possession of Material Non-Public Information. There is an absolute ban on personal Securities transactions in the Securities of these Issuers when they are present on the list.

These types of securities are not subject to the restricted list, preclearance, or reporting requirements:

These types of accounts are not subject to the restricted list, preclearance, or reporting requirements:

Investment Advisers’

Code of Ethics

For an account to qualify as being an exempt account in the case of a blind trust or managed by a trustee or third-party manager, Access Persons are required to:

Exempt Accounts are subject to review by the applicable Adviser’s CCO. The CCO may request, on a sample basis, reports of holdings and/or transactions made in an exempt account.

These types of transactions are not subject to the restricted list, preclearance, or reporting requirements:

Investment Advisers’

Code of Ethics

IMPORTANT NOTE: Review each row. You may be subject to multiple preclearance requirements depending on the type of Access Person you are.

Corporate Information Technology (“CIT”) personnel are not subject the PPFA, PAM or PLFA specific preclearance list unless otherwise instructed.

Investment Advisers’

Code of Ethics

If your proposed transaction requires preclearance, you must obtain approval prior to executing the transaction. If the transaction is approved, the approval is valid for the time period specified with the approval. If you don’t execute the transaction within the time period specified, you must resubmit the request for preclearance and obtain approval prior to executing the transaction.

Complete all information for transactions that require preclearance in StarCompliance.

The applicable compliance area reviews the preclearance request in StarCompliance and generally responds no later than the close of the next business day. All pre-clearance approvals are effective for 24 hours after approval except for individuals that are PAM or PPFA Access Persons. For PAM and PPFA Access Persons, pre-clearance approvals are effective until the market close on the day that pre-clearance is given (1:00 P.M. PT, 4:00 P.M ET).

Exemptions to preclearance requirements are outlined in Section VI.

Complete reporting and certifications required under this section in StarCompliance. Exceptions to the reporting requirements are outlined in Section VI.

Within 10 calendar days of becoming an Access Person, you must provide the following reports in StarCompliance:

Investment Advisers’

Code of Ethics

Within 30 calendar days of the calendar quarter end you must disclose the following in StarCompliance:

Within 30 calendar days of the calendar year end, you must provide holdings in Securities of which you have Beneficial Ownership in StarCompliance. Holdings must be current as of a date that is no more than 45 calendar days prior to the date the report is submitted. You must also provide all your accounts including the account number and name of any broker-dealer or bank where you hold Securities of which you have Beneficial Ownership, or are able to trade such Securities, unless the account only allows you to hold or trade Exempt Securities.

The certification states that you have received a copy of and read and understand the Code and, to the best of your knowledge, you have disclosed, reported, or caused to be reported, the information required by the Code.

You are required to disclose new accounts to Enterprise Compliance via StarCompliance as soon as practicable in order for Enterprise Compliance to establish a transaction feed from the broker to StarCompliance. You are responsible for reporting transactions if not included in the feed due to delayed reporting of a new account.

You are required to submit a consent form authorizing your broker(s) to send your account information, including all holdings and transactions, to StarCompliance, subject to the Reporting Exceptions in Section VI.

Access Persons must maintain accounts with approved brokers. The approved brokers are listed on Appendix 3 and are subject to change. Exceptions must be approved by the applicable Adviser’s Compliance Officer. Approved brokers support electronic feeds directly to StarCompliance.

Investment Advisers’

Code of Ethics

New employees who are Access Persons must maintain their accounts with an Approved Broker. New employees who are Access Persons who have an existing account with a broker not on the approved broker list are required to transfer their accounts to an approved broker within a specified time period as determined by a Compliance Officer, usually within 90 days.

Any accounts that have reportable holdings or execute reportable transactions with firms that will not send electronic transaction feeds, including transfer agents and banks, must be approved by the applicable Compliance Officer. You are responsible for reporting any transactions and holdings in StarComplinace as required by the Code.

You are required to report any violations of the Code promptly to the applicable Adviser CCO. This duty exists whether the violation or apparent violation is yours or that of another person subject to the Code. Reports of violations other than your own may be made anonymously and confidentially. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Information regarding anonymous reporting can be found on Splash!

Retaliation (e.g., termination, demotion, or discrimination) against an Access Person who reports a violation of the Code or who assists or participates with an investigation in good faith is prohibited and constitutes a further violation of this Code. Good faith does not require that you be correct about the occurrence of a suspected activity but it does mean that you must tell the truth, as you know it, about the situation. For any questions relating to the reporting of violations of the Code, please contact the applicable Adviser CCO.

The applicable Adviser CCO or their designee review Initial and Annual Reports of Securities Holdings and Quarterly Transaction reports to determine if all provisions of the Code have been followed and whether any violation of the Code may have occurred. The review includes checking applicable Securities and transactions against the Restricted List and Clients’ trades, if required preclearance was obtained, and if initial, quarterly, and annual reports were received by the due date.

Investment Advisers’

Code of Ethics

A determination of whether a violation of the Code has occurred will be made by the applicable Adviser’s CCO. Before making a determination of whether a violation of the Code has occurred, the applicable Access Person will have an opportunity to supply additional information regarding the issue in question. Other parties may be consulted as deemed appropriate by the CCO.

If you are uncomfortable with an interpretation, application of the Code, or determination made, you may appeal to the applicable Adviser’s CCO, Pacific Life’s CCO, or Pacific Life’s General Counsel.

Once a CCO has determined that a violation of the Code has occurred, a memo outlining the details of the violation will be provided to appropriate management to notify them of the violation, with a copy to the Access Person and the Adviser’s CCO. In addition, the Access Person may be subject to sanctions and other remedial actions, which may include, among other things, meeting with Compliance staff and/or the CCO, restrictions of personal Securities transactions, fines, disgorgement (including forfeiting any profits or absorbing any losses), suspension (with or without compensation), reassignment, demotion, and/or termination of employment. In certain circumstances, the Access Person will be referred to the appropriate government authorities and may be subject to civil, regulatory, or criminal sanctions.

In determining the applicable sanction or other remedial action, several factors may be considered, including, but not limited to: the severity of the violation, the frequency of the Access Person’s violations, whether any violation caused harm or the potential of harm to our Clients’ interests, the extent that the Access Person profited or benefited from the violation, the Access Person’s efforts to cooperate with the investigation, and the Access Person’s efforts to correct any conduct that led to the violation.

If a CCO determines that a material violation of the Code has occurred, the CCO will notify applicable senior management and the Pacific Life CCO. The Pacific Life CCO will use his/her discretion in notifying the Pacific Life Board of Directors.

Advisers to Registered Investment Companies

If the CCO or senior management determines that the material violation may involve a fraudulent, deceptive, or manipulative act, the Adviser will report its findings to the applicable Fund’s Board of Directors or Trustees pursuant to Rule 17j-1.

Investment Advisers’

Code of Ethics

All reports and information submitted or obtained pursuant to this Code are treated as confidential; provided, however, that such information may be shared with management, the Law Department, internal and external auditors, regulators, or other persons as your CCO or CCO designee deems necessary.

Periodic training of the Code is required of all Access Persons. You will be notified of scheduled training sessions that you are required to complete.

From time to time, this Code may be revised and updated. Any material changes to the Code will be reviewed and approved by the CCOs of each Adviser. The new version of the Code will be distributed, or made available, to all Access Persons through StarCompliance. Access Persons must submit a certification indicating that he or she has received and has read and understood the amended Code.

Investment Advisers’

Code of Ethics

Beneficial Ownership – You are considered to have Beneficial Ownership of Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities. In addition, you are the beneficial owner of Securities in which an immediate family member has beneficial interest.    The following are examples of an indirect interest in Securities:

You do not have an indirect interest in Securities held by a corporation, partnership, Limited Liability Company, or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment Control over the Securities held by the entity.

The following circumstances constitute Beneficial Ownership by you of Securities held in or by a trust:

Chief Compliance Officer (“CCO”) – An officer appointed as the Chief Compliance Officer of an entity.

Client / Client Account – Any account or fund managed by PLFA, PAM, or PPFA, as investment adviser or sub-adviser. For the purposes of the Code, Client Accounts exclude accounts managed for the General Accounts of Pacific Life or Pacific Life & Annuity Company unless an Investment Management Agreement (“IMA”) is in place between Pacific Life and the Investment Adviser. The underlying Investors in pooled investment vehicles advised by PAM or PPFA are not Clients of the Advisers.

Investment Advisers’

Code of Ethics

Closed-end Funds – A closed end fund is a publicly traded investment company that raises a fixed amount of capital through an Initial Public Offering (“IPO”). The fund is then structured, listed, and traded like a stock on a stock exchange.

Compliance Officer –The term Compliance Officer includes the CCO or their designees who are empowered to resolve issues and review reports. See Appendix 2 for a list of Compliance Officers.

Control – When used within the context of Beneficial Ownership (as defined above) refers to the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting Securities of a company is presumed to control such company.

Cryptocurrency/Digital Currency – A digital representation of value, which the SEC describes as a decentralized, peer-to-peer virtual currency that is used like money. It can be exchanged for traditional currencies or used to purchase goods or services, usually online. Unlike traditional currencies, virtual currencies operate without central authority or banks and are not backed by any government. Examples include Bitcoin and Ether.

Equity – An equity security represents ownership interest held by shareholders in an entity (a company, partnership, or trust), realized in the form of shares of capital stock, which includes shares of both common and preferred stock. Holders of equity securities are typically not entitled to regular payments (though equity securities often do pay out dividends), but they are able to profit from capital gains when they sell the securities (assuming they’ve increased in value, naturally). Equity securities do entitle the holder to some control of the company on a pro rata basis, via voting rights. In the case of bankruptcy, they share only in residual interest after all obligations have been paid out to creditors.

Equivalent Security - An Equivalent Security of a given Security is (i) a Security issuable upon exercise, conversion, or exchange of the given Security, (ii) a Security exercisable to purchase, convertible into or exchangeable for the given Security, or (iii) a Security otherwise representing an interest in or based on the value of the given Security.

Exchange-traded Product (“ETP”) - A Security that tracks an index, a commodity, underlying security, or a basket of assets like an index fund, but trades like a stock on an exchange. ETPs experience price changes throughout the day as they are bought and sold.

Exempt Securities - These types of securities are not subject to the restricted list, preclearance, or reporting requirements:

Investment Advisers’

Code of Ethics

Fixed Income Security - A fixed income security is an investment that provides a return in the form of fixed periodic payments and the eventual return of principal at maturity. Unlike a variable-income security, where payments change based on some underlying measure such as short-term interest rates, the payments of a fixed-income security are known in advance. The most common type of fixed income securities are bonds.

Hedge Fund – An aggressively managed portfolio of investments that uses advanced investment strategies such as leveraged, long, short, and derivative positions in both domestic and international markets with the goal of generating high returns (either in an absolute sense or over a specified market benchmark).

Initial Coin Offering – Initial coin offerings (also called ICOs or token sales) are used by individuals or entities to raise capital. Virtual coins or tokens are purchased with either traditional currencies or virtual currencies. After they are issued, virtual coins or tokens may be resold to others in a secondary market.

Typically, ICO’s will have the characteristics listed below that would classify it as a security and thus making it required for pre-clearance and as an ongoing reporting requirement.

A security is being offered where there is:

Initial Public Offering (“IPO”) – Commonly known as a company’s first sale of stock to the public, IPO is defined as an offering of Securities registered under the Securities Act of 1933, as amended, of an Issuer that was not, immediately before such registration, subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Issuer – A legal entity that has the power to issue and distribute a Security. Issuers include corporations, municipalities, foreign and domestic governments and their agencies, and investment trusts.

Investment Advisers’

Code of Ethics

Material Non-Public Information – Material Non-Public Information is information that would affect the market value or trading of a security and that has not been disseminated to the general public. It is considered insider information.

Information is considered to be “material” if its dissemination to the public would likely affect the market value or trading price of an issuer’s securities (i.e. stock) or if it is information which, if disclosed, would likely influence a reasonable investor’s decision to purchase or sell an issuer’s securities.

Information is considered to be nonpublic when it has not been adequately disclosed to the general public. Information ceases to be material, nonpublic information only when it has been widely disseminated to the public or is no longer material.

Material, nonpublic information may include:

Municipal Bond - A long-term debt instrument issued by a state or local government. It usually carries a fixed rate of interest, which is paid semiannually.

Municipal Note - A Short Term Debt Instrument of a state or local government. Most popular are revenue, bond, and tax anticipation notes.

Mutual Fund – An investment vehicle that is made up of a pool of funds collected from many investors for the purpose of investing in Securities such as stocks, bonds, money market instruments and similar assets. Mutual Funds are operated by money managers, who invest the fund’s capital and attempt to produce capital gains and income for the fund’s investors. A Mutual Fund’s portfolio is structured and maintained to match the investment objectives stated in its prospectus. An open-end Mutual Fund is a type of Mutual Fund that does not have restrictions on the amount of shares the fund will issue. If demand is high enough, the fund will continue to issue shares no matter how many investors there are. Open-end funds also buy back shares when investors wish to sell. The majority of Mutual Funds are open-end.

Investment Advisers’

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Option – A contract between a buyer and a seller that gives the buyer the right, but not the obligation, to buy or sell a particular asset at a later day at an agreed upon price. Long Options will be valued at the amount paid (premium) to enter into the transaction. Short Options will be valued at their notional value (number of contracts x contract size x underlying Security price).

Pacific Select Fund/Pacific Funds – Shares of Pacific Select Fund (purchased via a Pacific Life or Pacific Life & Annuity Company variable annuity contract and/or variable life insurance policy) and shares of Pacific Funds.

Personal Accounts – Includes any Securities account (held at a broker-dealer, transfer agent, investment advisory firm, bank, or other financial services firm) in which an Access Person has a beneficial interest. This includes any accounts that may be opened in the future that become subject to the Code. Restrictions placed on transactions executed within a Personal Account also pertain to investments held outside of an account over which an Access Person has physical control or possession, such as stock certificates.

Private Placement – An offering of Securities that is exempt from registration under the Securities Act of 1933, pursuant to Section 4(2), Section 4(6), or Regulation D (Rules 501 through 506). Includes investments in privately held corporations, limited partnerships, limited offering, and tax shelter programs as well as a non-public offering in limited amounts available only to certain investors.

Robo-Advisor – Digital platforms that provide automated, algorithm-driven financial planning services with little to no human supervision. A typical robo-advisor collects information from clients about their financial situation and future goals through an online survey, and then uses the data to offer advice and/or automatically invest client assets.

Security - As defined under section 202(a) (18) of the Advisers Act:

Any note, stock, treasury stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, Option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, Option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

Additional Clarifications to the Definition of Security

Securities include shares of Closed-end Funds, Exchange-Traded Products, futures contracts, forward contracts, and swaps. Securities do not include Cryptocurrencies or Digital Currencies.

Investment Advisers’

Code of Ethics

Short Term Debt Instruments – Securities with a remaining maturity of 397 calendar days or less that have received a rating in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization (“NRSRO”)

Unit Investment Trust – An investment vehicle registered with the SEC that purchases a fixed portfolio of Securities, such as corporate, Municipal or government bonds, mortgage-backed Securities, common stock, or preferred stock. The trust expires when the bonds mature or, in the case of equity funds, at a specified future date.

U.S. Treasury Securities – Direct obligations of the U.S. Government issued by the Department of the Treasury. Examples: Treasury bills, Treasury notes, Treasury bonds, Treasury inflation – indexed, and saving bonds.

Variable Annuity - A type of annuity contract that allows for the accumulation of capital on a tax-deferred basis. Variable annuities offer investors the opportunity to generate higher rates of returns by investing in equity and bond subaccounts.

Investment Advisers’

Code of Ethics

Enterprise Compliance

Yani Tanorie

Allan Trinh

Pacific Life Fund Advisors LLC

Laurene MacElwee (Chief Compliance Officer)

Michael Clifton

Justin Harris

Pacific Asset Management LLC and Pacific Private Fund Advisers LLC

Carol Rumsey (Chief Compliance Officer)

James Sandoval

Kiaton Ly

Investment Advisers’

Code of Ethics

APPENDIX 3. APPROVED BROKERS