Exhibit 16.3
CODE OF ETHICS
POLICY
The Firm's CODE OF ETHICS provides guidance to all personnel of the Firm for
applying appropriate standards of performance and conduct in the performance of
our professional responsibilities. Each of our personnel should receive a
written copy of the Code when he or she is employed and whenever a change is
made in the Code.
It is each individual's responsibility to read the Code, to become familiar with
its contents, and to comply with its guidance.
OBJECTIVES AND RESPONSIBILITIES
As a Firm, we are committed to providing the highest quality of service to all
of our customers. We also have a responsibility to our customers, the public,
and our profession to deliver our services in a professional manner, resisting
pressures to compromise our values and standards.
The Code is the standard by which each of our personnel must judge his or her
own conduct, the conduct of others, and the conduct of the Firm. Each person has
a responsibility to preserve the integrity of the Firm's CODE OF ETHICS.
PLEASE RETAIN IN THE
CODE OF ETHICS SECTION
OF YOUR REPRESENTATIVE'S MANUAL
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PURISIMA SECURITIES, LLC
CODE OF ETHICS
WE ARE COMMITTED TO PROVIDING PROMPT, EFFECTIVE AND EFFICIENT SERVICES THAT ARE
RESPONSIVE TO CUSTOMER NEEDS. THESE SERVICES ARE PERFORMED WITH OBJECTIVITY,
INTEGRITY AND PRUDENCE.
WE STRIVE TO ADHERE TO THE HIGHEST STANDARDS OF PROFESSIONAL ETHICS, TO MAINTAIN
THE PUBLIC TRUST AND CONFIDENCE, AND TO BE COGNIZANT OF, AND COMPLY WITH, THE
REQUIREMENTS OF APPLICABLE LAWS AND REGULATIONS.
WE OBSERVE THE PROFESSION'S STANDARDS OF PERFORMANCE IN PROVIDING BROKERAGE
SERVICES AND CONTINUALLY STRIVE TO IMPROVE THE QUALITY OF SERVICE TO OUR
CUSTOMERS.
WE OFFER ONLY THOSE SERVICES THAT WE ARE COMPETENT TO PERFORM AND SUPERVISE AND
THAT WE ARE AUTHORIZED BY LEGAL AND REGULATORY GUIDELINES TO PERFORM.
WE ACCEPT OUR NEW CUSTOMERS CAREFULLY, AFTER AN ASSESSMENT OF THE APPROPRIATE
INFORMATION REGARDING THE INDIVIDUALS OR ENTITIES; AND WE PERIODICALLY REVIEW
THAT DECISION TO ENSURE THAT IT IS APPROPRIATE TO CONTINUE TO SERVE THE
CUSTOMER.
WE PRESERVE THE CONFIDENTIALITY OF INFORMATION THAT WE OBTAIN IN PERFORMING OUR
SERVICES.
WE RECRUIT HIGH-QUALITY, COMPETENT AND RESPONSIBLE PEOPLE WITHOUT REGARD TO
RACE, RELIGION, CREED, COLOR, NATIONAL ORIGIN, AGE, GENDER, SEXUAL ORIENTATION,
MARITAL STATUS, DISABILITY OR VETERAN STATUS.
WE CONDUCT OUR MARKETING ACTIVITIES WITHIN THE CONSTRAINTS OF APPLICABLE
STATUTORY, REGULATORY AND AUTHORITATIVE REQUIREMENTS.
PLEASE RETAIN IN THE
CODE OF ETHICS SECTION
OF YOUR REPRESENTATIVE'S MANUAL
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INSIDER TRADING POLICY
The activities of Purisima Securities, LLC must in all respects comply with all
relevant Federal and State Laws, regulations and requirements affecting Broker
Dealers. To this end, PS has adopted the following policy and procedures
governing trading on material nonpublic information, frequently called "insider
trading" as defined in the Insider Trading and Securities Fraud Enforcement Act
of 1988.
POLICY
OFFICERS, DIRECTORS, EMPLOYEES AND OTHER PERSONS AFFILIATED WITH PS MAY NOT
ENGAGE IN ANY SECURITIES TRANSACTION FOR PUBLICLY TRADED SECURITIES EITHER FOR
THEMSELVES, PS, ANY PS CUSTOMER ACCOUNT OR ANY OTHER PERSON WHILE IN POSSESSION
OF ANY MATERIAL NONPUBLIC INFORMATION REGARDING SUCH CORPORATION OR ITS
SECURITIES IRREGARDLESS OF HOW OR WHERE SUCH INFORMATION WAS DERIVED.
OFFICERS, DIRECTORS, EMPLOYEES, OR OTHER PERSONS AFFILIATED WITH PS MAY NOT
TRADE ON MATERIAL NONPUBLIC INFORMATION OF THE PURISIMA FUNDS.
DEFINITIONS
MATERIAL INFORMATION means information for which there is substantial likelihood
that a reasonable investor would consider it important in making his or her
investment decision, or information that is reasonably certain to have
substantial favorable or adverse effect on the price of a corporation's
securities.
NONPUBLIC INFORMATION means information that has NOT been effectively
communicated to the marketplace. Information is communicated to the marketplace,
for instance, if it has been published or broadcast in a (i) a major, widely
distributed newspaper such as the WALL STREET JOURNAL or the NEW YORK TIMES, or
(ii) an industry-standard service such as PR Newswire, Dow Jones News Service,
or Reuters, (iii) or a national media outlet such as CNBC or MSNBC.
An INSIDER means any person or entity possessing or having access to nonpublic
information about a corporation. The term "insider" sometimes means corporate
officers, directors and/or employees having access to confidential corporate
information, which if public, could affect the market price of that
corporation's securities. The term "insider" also can be expanded to include any
person who becomes aware of such material nonpublic information, regardless of
sources. Thus an "insider" could be a temporary person or an independent
contractor who happens upon the information.
PS has adopted the aforementioned Insider Trading Policy to prevent the improper
use of material nonpublic information. Each officer, director, employee, or
other persons affiliated with PS must read, be familiar with, and comply with
the policy and its procedures. Each person subject to the policy is required to
certify in writing to PS that he or she has read and understands the policy and
will comply with its terms.
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PROCEDURES
1) Any officer, director, employee or other person affiliated with PS which
comes into possession of any material nonpublic information regarding any
security or security issuing corporation shall immediately take the
following steps.
a) Cease all trading in securities of the corporation that is the subject
of the information, whether for PS, any PS account, any Fisher
Investments account, or any other person or organization, including
your own account.
b) Inform the President and Compliance Officer of PS, and the Compliance
Officer and Director of Research of Fisher Investments of the
information and all facts and circumstances surrounding acquisition of
the information so that the appropriate action can be implemented.
c) Secure and isolate all documents and other sources relating to the
information to insure that knowledge of it does not spread further.
2) All documents and other sources of material nonpublic information, if any,
known by PS, its officers, directors, employees or other affiliated persons
shall be held in the custody of the Compliance Officer, who shall maintain
all such matters in a separate, locked file cabinet or safe, or if
contained in computer files, subject to access security measures known only
to the President and Compliance Officer.
3) The Director of Research of Fisher Investments, upon becoming aware of
material nonpublic information, shall immediately place a trading
restriction on all securities of the corporation about which such
information relates until the information either becomes public or ceases
to be material. During the period of this trading restriction,
pre-authorization requests for trading in the securities of any such
corporation by officers, directors, employees or other persons affiliated
with PS or FI shall be denied and any prior such pre-authorization given
which had not already been executed shall be rescinded.
4) The Compliance Officer will provide an educational program to all PS
officers, directors, employees, and other affiliated persons on a regular
basis to insure familiarity and compliance with this policy and these
procedures. The Compliance Officer will also insure that each new officer,
director, employee, and affiliated person is given a copy of this policy
and these procedures and is familiar with them.
5) Periodically, but not less than annually, the Compliance Officer shall
secure from each officer, director, employee, and affiliated person a
written certification that the person has read this policy and these
procedures and is both familiar with and understands them.
6) Violation of the Insider Trading and Securities Fraud Enforcement Act of
1988 and/or of PS's policies and procedures can open the individual to a
variety of penalties, fines, and/or jail sentences by various governmental
agencies as well as probation and/or termination from PS.
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PERSONAL SECURITIES TRANSACTION POLICY
POLICY REGARDING PERSONAL SECURITIES TRANSACTIONS
Due to the relationship between Purisima Securities, LLC ("PS") and Fisher
Investments, Inc. (FI), a registered investment advisor, the activities of PS
must in all respects comply with all relevant Federal and State laws,
regulations and requirements affecting investment advisors. To this end PS has
adopted the following policy and procedures governing personal securities
transactions by all officers, directors and employees.
POLICY
Officers, directors and employees of PS may not engage either directly or
indirectly in any personal securities transactions without the prior written
approval of FI. All accounts will be reviewed quarterly, AND employees are
required to provide copies of all brokerage statements.
PROCEDURES
1. For purposes of the foregoing policy the following terms shall have the
meanings indicated:
a) "Control Account" means any securities account, whether or not with a
broker or dealer, over which the officer, director or employee has any
control or influence with respect to security transaction decisions or
in which the officer, director or employee has any beneficial interest
(i. e. derives any benefit). Such accounts include those securities
accounts of (i) the officer, director or employee, (ii) his or her
spouse, (iii) any family member of the officer, director or employee
living in the same household as the officer director or employee, and
(iv) any trust, partnership or other entity in which the director,
officer or employee or a family member influences security transaction
decisions or has any beneficial interest.
b) "Security" means any security listed on any national securities
exchange or otherwise publicly traded other than on any national
securities exchange, and includes any other security or similar
instrument purchased or considered for purchase by FI for any of its
client accounts.
2. Control Accounts shall not engage in any trading in any Security without
the express PRIOR written approval of FI's (i) Director of Research and
Director of Operations, or (ii) President. Such written approval shall be
obtained on FI's PREAUTHORIZATION OF INVESTMENT TRANSACTIONS form. The
information contained on the form shall be retained on a confidential basis
by those authorized to sign the form on behalf of FI, whether OR not the
proposed transaction is approved and shall not be communicated to any other
person except as required by law.
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3. Requests for preauthorization of security transactions in a Control Account
shall be approved if:
a) a proposed security acquisition
* is not on FI's then current "buy" list for client accounts,
* the purchase is not based on material non-public information
regarding the Security which is in the possession of PS or FI or
the individual seeking authorization of the Security acquisition;
b) a proposed Security sale or disposition
* is not on FI's then current "sell" list for client accounts,
* no sale or purchase transaction of such security for an FI client
account has occurred during the hold period.
* NO PURCHASE OF SUCH SECURITY IS CONTEMPLATED FOR FI CLIENT
ACCOUNTS IN THE NEXT 2 DAYS FOR SECURITIES THAT TRADE MORE THAN
$8 MILLION PER MONTH, AND 10 DAYS FOR SECURITIES THAT TRADE LESS
THAN $8 MILLION PER MONTH.
* NO SALE OR PURCHASE TRANSACTION OF SUCH SECURITY FOR AN FI CLIENT
ACCOUNT HAS OCCURRED DURING THE PAST 2 DAYS FOR LIQUID SECURITIES
AND 10 DAYS FOR ILLIQUID SECURITIES.
* the sale or disposition is not based on material non-public
information regarding the Security which is in the possession of
PS or FI or the individual seeking authorization of the Security
sale or disposition.
c) Transactions that are preauthorized must be executed the same day.
4. Within 10 days, following the end of each calendar quarter, each officer,
director and employee of PS shall submit to PS's compliance officer a
report or brokerage statement(s) detailing all transactions within each
Control Account for such quarter. Such report or statement shall be held in
confidence by the compliance officer in the same manner as the information
contained on submitted FI PREAUTHORIZATION OF SECURITY TRANSACTIONS forms.
5. Any violation of the foregoing policy and procedures are extremely serious
and will lead to discipline up to and including discharge.
PLEASE RETAIN IN THE
PERSONAL SECURITIES TRANSACTION POLICY
OF YOUR REPRESENTATIVE'S MANUAL
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