Sanders Capital, LLC.

Code of Ethics

April 2024

Table of Contents

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As an investment adviser, Sanders Capital LLC is entrusted with the assets of our clients for investment purposes. As a result, both Sanders and its staff have a fiduciary obligation to place the interests of our clients before our own. Each member of Sanders’ staff is deemed to be an “Access Persons” under the Code and must act with competence, dignity, integrity, and in an ethical manner, when dealing with Clients, the public, prospects, third-party service providers and fellow Access Persons. Access Persons must use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, trading, promoting Sanders services, and engaging in other professional activities.

Sanders expects all Access Persons to comply with the spirit and the letter of the Federal Securities Laws and the rules governing the capital markets and adhere to the highest standards with respect to any potential conflicts of interest with Clients. As a fiduciary, Sanders must act in its Clients’ best interests. Neither Sanders, nor any Access Person should benefit at the expense of any Client. Access Persons must notify the CCO promptly about any practice that creates, or gives the appearance of, a material conflict of interest.

The Compliance team administers the Code and all questions regarding the Code should be directed to them. Access Persons are generally expected to discuss any perceived risks, or concerns about Sanders’ business practices, with their direct supervisor. However, if an Access Person is uncomfortable discussing an issue with their supervisor, or if they believe that an issue has not been appropriately addressed, they should bring the matter to the CCO’s attention.

Improper actions by Sanders or its Access Persons could have severe negative consequences for Sanders, its Clients, Investors, and its Access Persons. Impropriety, or even the appearance of impropriety, could negatively impact all Access Persons, including people who were not involved in the problematic activities.

A. Reporting Violations

Access Persons must promptly report any improper or suspicious activities, including any suspected violations of the Code of Ethics or the Federal Securities Laws to the Compliance team. Issues can be reported to the CCO or other Compliance personnel in person, or by telephone, or email. Reports of potential issues may also be made anonymously through Sanders’ third party vendor, NAVEX, by calling 1-833-256-3841or visiting sanderscapital.ethicspoint.com.

Any reports of potential problems will be thoroughly investigated by the Compliance team, who will report directly to the Board on the matter. Any problems identified during the review will be addressed in ways that reflect Sanders’ fiduciary duty to its Clients.

Retaliation against any Access Person who reports a violation of the Code of Ethics in good faith is strictly prohibited and engaging in any retaliatory action will be cause for corrective action, up to and including dismissal. If an Access Person believes that he or she has been retaliated against, he or she should notify the CEO or the CCO directly.

Violations of this Code of Ethics, or the other policies and procedures set forth in the Manual, may warrant sanctions including, without limitation, requiring that personal trades be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, reporting to the Access Person’s

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supervisor, suspending personal trading rights, imposing a fine, suspending employment (with or without compensation), making a civil referral to the SEC, making a criminal referral, terminating employment for cause, and/or a combination of the foregoing. Violations may also subject an Access Person to civil, regulatory, or criminal sanctions. No Access Person will determine whether he or she committed a violation of the Code of Ethics or impose any sanction against himself or herself. All sanctions and other actions taken will be in accordance with applicable employment laws and regulations.

For the avoidance of doubt, nothing in this Code prohibits Access Persons from reporting potential violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, or any agency’s inspector general, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Access Persons do not need prior authorization from their supervisor, the CCO, or any other person or entity affiliated with Sanders to make any such reports or disclosures and do not need to notify Sanders that they have made such reports or disclosures. Additionally, nothing in this Code prohibits Access Persons from recovering an award pursuant to a whistleblower program of a government agency or entity.

B. Distribution of the Code and Acknowledgement of Receipt

Sanders will distribute this Code to each Access Person upon the commencement of employment, annually, and upon any material change to the Code.

All Access Persons must acknowledge that they have received, read, understood, and agree to comply with the Company’s policies and procedures described in this Code. Each Access Person must complete the Annual Compliance Manual Acknowledgement Certification, which includes the Code of Ethics and submit the completed form to the CCO upon commencement of employment, annually, and following any material change to the Code.

Access Person’s trades should be executed in a manner consistent with our fiduciary obligations to our Clients: trades should avoid actual improprieties, as well as the appearance of impropriety. Access Person trades must not be timed to precede orders placed for any Client, nor should trading activity be so excessive as to conflict with the Access Person’s ability to fulfill daily job responsibilities. Access Person’s are generally not allowed to trade in securities which the firm is considering purchasing or selling for clients prior to the time clients’ orders are executed or the firm has decided against the contemplated transaction without approval by one of the Co-CIOs and Compliance. Certain trades may be permitted, such as those to allow staff to employ tax trading strategies.

A. Reportable Accounts

Sanders Personal Securities Transactions policies and procedures apply to all accounts in which Securities may be purchased and Access Persons have any beneficial ownership interest, which typically includes accounts held by Immediate Family Members living in the same household, or financially dependent upon the Access Person.

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B. Reportable Securities – Pre-clearance Required

Sanders requires Access Persons to pre-clear and provide periodic reports regarding transactions and holdings in all “Reportable Securities,” which include:

C. “Excluded Securities” – Pre-clearance NOT Required

The following Securities do not need to be reported or pre-cleared:

D. General Restrictions on Personal Investing Activities

The following is generally prohibited:

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E. Minimum Holding Period – 1 year

If you purchase a Reportable Security after securing the appropriate approval, you will generally not be able to sell it for one year. Broad-based ETFs, as listed in Annex 2, are subject to a 180 day holding period.

Moreover, if a security is held in client accounts at the time you or the holders of your other Personal Accounts wish to sell it, you will generally not be permitted to do so. As a result, your Personal Accounts may be required to hold securities for lengthy periods of time including during periods of severe market turbulence. Compliance in consultation with the CIO may grant an exception.

F. Reference Guide

Below is a quick reference guide to Sanders policies related to the pre-clearance requirements, reporting requirements, and the holding period specified:.

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G. Pre-clearance Procedures

Access Persons must have written clearance for all transactions involving Reportable Securities, with the exception of approved broad-based ETFs listed in Annex 2, in advance of any trading in a Reportable Account. Access Persons must use the Trade Approval Request Form in ComplianceAlpha to seek pre-clearance and obtain the approval of both:

(i) a co-chief investment officer, or a person to whom they have delegated this authority and

(ii) a compliance officer

Sanders may disapprove any proposed transaction, particularly if the transaction appears to pose a conflict of interest or otherwise appears improper. Any such pre-approval will be effective until the close of business on the day after of the approval, and Access Persons may not trade without requesting subsequent pre-approval if the trade is not executed within that timeframe.

If it is unclear as to whether a certain activity would follow this Personal Securities Transactions policy, the Access Person should consult Compliance. Each Access Person is responsible for taking all precautions necessary to avoid any potential conflict of interest with the activities conducted by Sanders.

H. Discretionary managed accounts

Access Persons are not required to seek pre-clearance with respect to Securities held in accounts over which the Access Person had no direct or indirect influence or control, such as an account managed by an investment adviser on a discretionary basis. Reliance on this independent or separately managed account exception is conditioned on approval of the request via ComplianceAlpha and other satisfactory documentary evidence (e.g., copy of advisory agreement, certification from adviser, etc.) as directed by the CCO.

I. Reporting

Sanders collects information regarding the personal trading activities and holdings of all Access Persons. Access Persons must submit quarterly reports regarding Reportable Securities transactions and newly opened Reportable Accounts, as well as annual reports regarding holdings and existing accounts.

Access Persons must periodically report the existence of any account that holds any Securities (including Securities excluded from the definition of a Reportable Security), as well as all Reportable Securities holdings. Annual reports regarding Reportable Accounts and Reportable Securities must be submitted via ComplianceAlpha within 30 days of the end of each year, and initial reports within 10 days of an individual first becoming an Access Person. Annual reports must be current as of December 31^st; initial reports must be current as of a date no more than 45 days prior to the date that the person became an Access Person.

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Initial and annual reports must disclose the existence of all accounts that hold any Securities, even if none of those Securities fall within the definition of a “Reportable Security.”

Initial and annual holdings reports should be submitted via Compliance Alpha’s Initial and Annual Holdings Certification. If an Access Person does not have any holdings and/or accounts to report, this should be indicated via ComplianceAlpha within 10 days of becoming an Access Person and within 30 days of the end of each year.

Each quarter, Access Persons must report all Reportable Securities transactions in Reportable Accounts. Access Persons must also report any new Reportable Accounts, which include accounts that hold or can hold ANY Securities (including Securities excluded from the definition of a Reportable Security).

Access Persons must link all Reportable Accounts to ComplianceAlpha, through which Sanders can directly obtain holding and transaction information. If electronic linking of an account is not possible, the Access Person is responsible for uploading their statements to ComplianceAlpha. The CCO must receive all such statements within 30 days of the end of each calendar quarter.

Any trades that did not occur through a broker-dealer, such as the purchase of a Private Placement, must be submitted and reported in ComplianceAlpha. Reports regarding newly opened accounts must be submitted and certified to the CCO via the Quarterly Compliance Certification in ComplianceAlpha within 30 days after the end of each calendar quarter.

If an Access Person did not have any transactions to report, the Access Person will be required to complete the Quarterly Compliance Certification within 30 days after the end of each calendar quarter indicating no transactions occurred.

There are limited exceptions from certain reporting requirements. Specifically, an Access Person is not required to submit:

a. Quarterly reports for any transactions effected pursuant to an Automatic Investment Plan

Any investment plans or accounts that may be eligible for an exception should be brought to the attention of the CCO who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO may ask for supporting documentation, such as a copy of the Automatic Investment Plan.

Access Persons should consult with the CCO before excluding any accounts, especially those held by Immediate Family Members or where the Access Person has beneficial ownership.

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b. Personal Trading and Holdings Reviews

Sanders Personal Securities Transactions policies and procedures are designed to mitigate any potential material conflicts of interest associated with Access Persons’ personal trading activities. The CCO will review all reports submitted pursuant to the Personal Securities Transactions policies and procedures for potentially abusive behavior and will compare Access Person trading with Clients’ trades, as necessary. Any personal trading that appears abusive may result in further inquiry by the CCO and/or sanctions, up to and including dismissal.

The Senior Compliance Officer will monitor the CCO’s personal Securities transactions for compliance with the Personal Securities Transactions policies and procedures. The Senior Compliance Officer will escalate to the CEO or the Board any issues, concerns or violations that may arise regarding the Code of Ethics. The CIO will be responsible for all CCO pre-clearance requests.

Staff should generally refrain from attending broker meetings where meals or refreshments are provided exclusively to Sanders staff. If brokers or company management are attending meetings at the firm’s office, they should not cater food for the meeting; any food should be provided by Sanders. If you believe you need an exception, you should seek approval in advance.

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Gifts such as holiday baskets or lunches delivered to Sanders’ offices, which are received on behalf of the Company, do not require reporting. Promotional items that are not lavish in nature and clearly display the giver’s company logo also need not be reported. Examples of promotional gifts include mugs, hats, and umbrellas.

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A. General

B. Prior Employment Arrangements

Access Persons are expected to act with professionalism, to avoid any improper disclosure of proprietary information, and to satisfy all other obligations owed to Sanders and to any prior employers. Access Persons should discuss any concerns regarding their prior employment with the CCO. Such concerns may include, but are not limited to, possession of Material Nonpublic Information from a prior employer, a non-solicitation and/or non-compete clause in the Access Person’s previous employment agreement and any prior political contributions made by the Access Person.

C. General Policy

Access Persons are prohibited from making or soliciting political contributions for the purpose of influencing, obtaining, or retaining advisory contracts with commercial or governmental entities, whether located in the US or other parts of the world.    In the U.S., the SEC has adopted Rule 206(4)-5 (“Pay to Play Rule”) that imposes severe penalties on advisory firms that make, or whose “covered associates” make, certain political contributions to the campaigns of US state and local government officials or candidates for such office. Certain state and local jurisdictions also have their own pay to play laws. These laws, in some cases, require registration of a staff member or the firm as a lobbyist. Other laws cover political contributions of family members. Access Persons who solicit state and local government business should confer with Compliance regarding the applicability of any local or state laws with respect to solicitation of business from such government entities.

The Pay-to-Play Rule defines “contributions” broadly to include gifts, loans, the payment of debts, and the provision of any other thing of value. Rule 206(4)-5 also includes a provision that prohibits any indirect action that would be prohibited if the same action were done directly. Access Persons are allowed to volunteer their personal time in a political campaign (but not their home for political meetings.)

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D. Restrictions on the Receipt of Advisory Fees

The Pay-to-Play Rule prohibits the receipt of compensation from a government entity for advisory services for two years following a contribution to any official of that “government entity.”¹

However, there is an exception available for contributions from natural persons of $150 per election, or $350 per election if the contributor is eligible to vote in the election. An exception is also available for otherwise prohibited contributions that are returned, so long as the contribution in question is less than $350, is discovered within four months of being given, and is returned within 60 days of being discovered. The exception for returned contributions is available no more than twice per calendar year for advisers with 50 or fewer employees; advisers with more than 50 employees can rely on this exception three times per calendar year. However, an adviser cannot rely on the exception for returned contributions more than once for any particular employee, irrespective of the amount of time that passes between returned contributions.

The restrictions on contributions and payments imposed by Rule 206(4)-5 can apply to the activities of individuals for the two years before they became Access Persons of an investment adviser. However, for Access Persons who are not involved in soliciting clients or investors, the look-back period is six months instead of two years.

Among other things, advisers with “government entity” clients or investors must keep records showing political contributions by Access Persons and a listing of all “government entity” clients and investors.

C. Pre-clearance

If an Access Person is considering making a political contribution or commencing any volunteer activity to any state or local government entity, official, candidate, political party, or political action committee, the Access Person must seek pre-clearance from Compliance using ComplianceAlpha Political Contribution Approval Request form. If pre-clearance is granted, it is valid for seven days before and after the intended contribution date. Any contributions outside of this date range require re-approval. Compliance will meet with any new hires who are expected to become Access Persons to discuss their past political contributions.

Access Persons may make contributions or volunteer to federal political candidates, parties, or action committees without seeking pre-clearance if the recipient is not otherwise associated with a state or local political office.

D. Public Office

Access Persons must obtain written pre-approval from the CCO prior to running for any public office. Access Persons may not hold a public office if it presents any actual or apparent conflict of interest with Sanders’ business activities.

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E. Officer or Director

If an Access Person is associated with an outside business, such as by serving as an officer or director, the Access Person should recuse himself or herself from any decisions regarding that entity’s political contributions.

F. Charitable Contributions

Access Persons are prohibited from making charitable contributions for the purpose of obtaining or retaining advisory contracts with charitable organizations. In addition, staff are prohibited from considering the firm’s current or anticipated business relationships as a factor in soliciting charitable contributions.

G. Sanders Resources

Access Persons may not undertake any political activity during work hours nor use the Sanders Capital name, firm resources, or office space.

H. Reference Guide

Sanders describes the Code in Part 2 of Form ADV and, upon request, will furnish Clients and Investors with a copy of the Code. All Client or Investor requests for the Code should be directed to the CCO.

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ANNEX 1

Definitions

The following defined terms are used throughout this Code. Other capitalized terms are defined within specific sections of the Code.

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ANNEX 2

The following list of broad-based ETFs are exempt from pre-clearance. Access Persons may buy or sell these ETFs without receiving pre-approval but must still adhere to the 180 day holding period and reporting requirements. From time to time, this list may be updated to better reflect the broad-based ETF universe.

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