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Exhibit 99. - q(3)
WILSHIRE ASSOCIATES INCORPORATED
AMENDED AND RESTATED CODE OF ETHICS
("Code of Ethics")
A. PREAMBLE
This Code of Ethics is being adopted in compliance with the
requirements of Rule 17j-1 (the "Rule") adopted by the United States Securities
and Exchange Commission under the Investment Company Act of 1940, as amended
(the "Act") to effectuate the purposes and objectives of that Rule. The Rule
makes it unlawful for certain persons, in connection with the purchase or sale
by such person of a security held or to be acquired(3) by an investment company
to which Wilshire Associates Incorporated (the "Company") is an investment
adviser (an "Investment Company Advisory Client"):
1. To employ a device, scheme or artifice to defraud an
Investment Company Advisory Client;
2. To make to an Investment Company Advisory Client any untrue
statement of a material fact or omit to state to an
Investment Company Advisory Client a material fact
necessary in order to make the statements made, in light of
the circumstances in which they are made, not misleading;
3. To engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon an
Investment Company Advisory Client; or
4. To engage in a manipulative practice with respect to an
Investment Company Advisory Client.
The Rule also requires that every investment adviser to an investment
company adopt, and the Board of Directors of each of its client investment
companies approve, a written code of ethics containing provisions reasonably
necessary to prevent persons from engaging in acts in violation of the above
standard, and use reasonable diligence and institute procedures reasonably
necessary, to prevent violations of the Code.
This Code of Ethics is adopted by the Board of Directors of the Company
in compliance with the Rule. This Code of Ethics is based upon the principle
that the directors and officers of the Company, and certain affiliated persons
of the Company, owe a fiduciary duty to, among others, its Investment Company
Advisory Clients to conduct their affairs, including their personal securities
transactions, in such manner to avoid (i) serving their own personal interests
ahead of its Investment Company Advisory Clients; (ii) taking inappropriate
advantage of their position with the Company; and (iii) any actual or potential
conflicts of interest or any abuse of their position of trust and
responsibility. This fiduciary duty includes the duty of the Company to report
violations of this Code of Ethics to the Compliance Officer of the affected
Investment Company Advisory Client(s).
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(3) A security is deemed to be "held or to be acquired" if within the most
recent fifteen 915) days it (i) is or has been held by the Investment Company
Advisory Client, or (ii) is being or has been considered for purchase by the
Investment Company Advisory Client.
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B. DEFINITIONS
1. "Access Person" means:
(i) any director, officer or employee of the Company or any
affiliate of the Company whose job regularly involves such
person in the investment process on behalf of an Investment
Company Advisory Client. This includes the formulation and
making of investment recommendations and decisions for an
Investment Company Advisory Client, the purchase and sale
of securities for an Investment Company Advisory Client and
the utilization of information about an Investment Company
Advisory Client's investment recommendations, decisions and
trades; and
(ii) any natural person who controls the Company or any
affiliate of the Company, and who obtains information
regarding the Company's investment recommendations or
decisions with respect to any of its Investment Company
Advisory Clients. However, a person whose control arises
only as a result of his official position with such entity
is excluded from this item (ii).
2. A security is "being considered for purchase or sale" or is
"being purchased or sold" when a recommendation to purchase
or sell the security has been made and communicated, which
includes when an Investment Company Advisory Client has a
pending "buy" or "sell" order with respect to a security,
and, with respect to the person making the recommendation,
when such person seriously considers making such a
recommendation. "Purchase or sale of a security" includes
the writing of an option to purchase or sell a security.
3. "Beneficial ownership" shall be as defined in, and
interpreted in the same manner as it would be in
determining whether a person is subject to the provisions
of, Section 16 of the Securities Exchange Act of 1934, as
amended and the rules and regulations thereunder which,
generally speaking, encompasses those situations where the
beneficial owner has the right to enjoy some economic
benefit from the ownership of the security. A person is
normally regarded as the beneficial owner of securities
held in the name of his or her spouse or minor children
living in his or her household.
4. "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Act.
5. "Covered Person" means:
(i) an Access Person; and
(i) any director, officer, general partner or person
performing a similar function for the Company even if he
has no knowledge of and is not involved in the investment
process.
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6. "Security" shall have the meaning set forth in Section
2(a)(36) of the Act, except that it shall not include
direct obligations of the Government of the United States,
bankers' acceptances, bank certificates of deposit,
commercial paper and high quality debt instruments with a
maturity of 30 days or less, and shares of registered
open-end investment companies.
C. PROHIBITED TRANSACTIONS
1. No Covered Person shall:
(a) engage in any act, practice or course of conduct, which would
violate the provisions of Rule 17j-1 set forth above;
(b) purchase or sell, directly or indirectly, any security in which
he or she has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership and which to his or her
actual knowledge at the time of such purchase or sale:
(1) is being considered for purchase or sale by any Investment
Company Advisory Client, or
(2) is being purchased or sold by any Investment Company
Advisory Client; or
(c) disclose to other persons the securities activities engaged in
or contemplated for any Investment Company Advisory Client.
2. No Access Person shall:
(a) accept any gift or other thing of greater value than $100 from
any person or entity that does business with or on behalf of the
Company.
(b) acquire any securities in an initial public offering, in order
to preclude any possibility of such person profiting from his or
her positions with the Company.
(c) purchase any securities in a private placement, without prior
approval of the Compliance Officer of the Company or other
person designated by the Compliance Officer. Any person
authorized to purchase securities in a private placement shall
disclose that investment when such person plays a part in any
subsequent consideration of an investment in the issuer for an
Investment Company Advisory Client. In such circumstances, the
Company's decision to purchase or sell securities of the issuer
for an Investment Company Advisory Client shall be subject to
independent review by investment personnel with no personal
interest in the issuer.
(d) serve on the board of directors of any publicly traded company
without prior authorization of the President or other duly
authorized officer of the Company. Any such authorization shall
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be based upon a determination that the board service would not
be inconsistent with the interests of the Company and its
shareholders and shall be subject to the implementation of
appropriate "Chinese Wall" or other procedures to isolate such
investment personnel from the investment personnel making
decisions about trading in that company's securities.
D. EXEMPTED TRANSACTIONS
The prohibitions of Subparagraphs C.1.(b) shall not apply to:
1. purchases or sales effected in any account over which the Access
Person or Covered Person, as applicable, has no direct or indirect
influence or control;
2. purchases or sales which are non-volitional on the part of either
the Access Person, Covered Person or the Company, as applicable;
3. purchases which are part of an automatic dividend reinvestment plan;
4. purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities, to the extent
such rights were acquired from such issuer, and sales of such rights
so acquired;
5. purchases or sales of securities which are not eligible for purchase
by any Investment Company Advisory Client and which are not related
economically to securities purchased, sold or held by any Investment
Company Advisory Client; and
6. transactions which appear upon reasonable inquiry and investigation
to present no reasonable likelihood of harm to an Investment Company
Advisory Client and which are otherwise in accordance with Rule
17j-1, such determination to be made by the Compliance Officer of
the Company taking into consideration the nature of the security,
the amount and nature of transactions by the Company on behalf of
its Investment Company Advisory Clients, the proposed amount and
nature of the transactions by the officer, director or employee, the
current and normal market activity in the subject security, and such
other factors as are relevant to such determinations, which
exemption determination may be made by standing order of the
Compliance Officer or on a case-by-case basis as the circumstances
require.
E. COMPLIANCE PROCEDURES
1. Pre-clearance. All Access Persons shall receive prior written
approval from the Compliance Officer of the Company or other officer
designated by the Compliance Officer before purchasing or selling
any securities, and any such approval shall be valid for two
business days after such approval is given or such shorter time as
specified in the written approval. Purchases or sales of securities
which are not eligible for purchase or sale by any Investment
Company Advisory Client that serves as the basis of the individual's
"Access Person" status shall be entitled to clearance automatically
from the Compliance Officer.
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2. Disclosure of Personal Holdings. All Access Persons shall disclose
to the Compliance Officer of the Company all personal securities
holdings within 10 days of becoming an Access Person and thereafter
no later than each January 30th. Such reports shall be made on the
forms attached as Exhibits A (Initial Report) and B (Annual Report)
and shall be delivered to the Compliance Officer of the Company.
3. Certification of Compliance with Code of Ethics. Every Covered
Person shall certify annually that:
(a) he or she has read and understand the Code of Ethics and
recognize that they are subject thereto;
(b) he or she has complied with the requirements of the Code of
Ethics; and
(c) he or she has reported all personal securities transactions
required to be reported pursuant to the requirements of the Code
of Ethics.
This certification shall be contained in the Annual Report (Exhibit
B hereto).
4. Reporting Requirements.
(a) Except as provided in Subparagraph 4.(b) of this Section, every
Covered Person shall report to the Compliance Officer of the
Company the information described in Subparagraph 4.(c) of this
Section with respect to transactions in any security in which
such person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership in the security;
provided, however, that a Covered Person shall not be required
to make a report with respect to transactions effected for any
account over which such person does not have any direct or
indirect influence or control.
(b) Reports required to be made under this Section 4 shall be made
not later than 10 days after the end of the calendar quarter in
which the transaction to which the report relates was effected.
Every Covered Person shall be required to submit a report for
all periods, including those periods in which no securities
transactions were effected. A report shall be made on the form
attached hereto as Exhibit C or on any other form containing the
following information:
(1) the date of the transaction, the title and the number of
shares, and the principal amount of each security involved;
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(2) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(3) the price at which the transaction was effected; and
(4) the name of the broker, dealer or bank with or through whom
the transaction was effected.
(c) Any such report may contain a statement that the report shall
not be construed as an admission by the person making such
report that he or she has any direct or indirect beneficial
ownership in the security to which the report relates.
(d) Every Access Person shall direct his or her broker to supply to
the Compliance Officer, on a timely basis, duplicate copies of
the confirmations of all personal securities transactions and
copies of all periodic statements for all securities accounts.
(e) The Compliance Officer of the Company shall notify each Covered
Person that he or she is subject to these reporting
requirements, and shall deliver a copy of this Code of Ethics to
each such person upon request.
(g) Reports submitted to the Company pursuant to this Code of Ethics
shall be confidential and shall be provided only to the
officers, directors, and counsel of the Company and its
Investment Company Advisory Clients, or regulatory authorities
upon appropriate request.
5. Conflict of Interest. Every Covered Person shall notify the
Compliance Officer of the Company of any personal conflict of
interest relationship that may involve the Company, such as the
existence of any economic relationship between his or her
transactions and securities held or to be acquired by any Investment
Company Advisory Client.
F. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
1. The Compliance Officer of the Company shall promptly report to the
Company's Board of Directors all apparent violations of this Code of
Ethics and the reporting requirements thereunder.
2. When the Compliance Officer of the Company finds that a transaction
otherwise reportable to the Company's Board of Directors under
Paragraph (1) of this Section could not reasonably be found to have
resulted in a fraud, deceit or manipulative practice in violation of
Rule 17j-1(a), he may, in his discretion, lodge a written memorandum
of such finding and the reasons therefor with the reports made
pursuant to this Code of Ethics, in lieu of reporting the
transaction to the Company's Board of Directors.
3. The Board of Directors, or a Committee of Directors created by the
Board of Directors for that purpose, shall consider reports made to
the Board of Directors hereunder and shall determine whether or not
this Code of Ethics has been violated and what sanctions, if any,
should be imposed.
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G. ANNUAL REPORTING TO THE BOARD OF DIRECTORS
The Compliance Officer of the Company shall prepare an annual report
relating to this Code of Ethics to the Company's Board of Directors and to the
board of directors of each Investment Company Advisory Client. Such annual
report shall:
1. identify any violations requiring significant remedial action during
the past year; and
2. describe any issues arising under the Code of Ethics or procedures
since the last annual report and identify any recommended changes in
the existing restrictions or procedures based upon the Company's
experience under its Code of Ethics, evolving industry practices or
developments in applicable laws or regulations; and
4. certify that the Company has adopted procedures reasonably necessary
to prevent Access Persons from violating the Code of Ethics.
H. RETENTION OF RECORDS
This Code of Ethics, a list of all persons required to make reports and
review reports hereunder from time to time, as shall be updated by the
Compliance Officer of the Company, a copy of each report made by a covered
person hereunder, each memorandum made by the Compliance Officer of the Company
hereunder and a record of any violation hereof and any action taken as a result
of such violation, and all other records required under Rule 17j-1 shall be
maintained by the Company as required under Rule 17j-1.
Dated: July 24, 2000
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Exhibit A
WILSHIRE ASSOCIATES INCORPORATED
CODE OF ETHICS
INITIAL REPORT
To the Compliance Officer:
1. I hereby acknowledge receipt of a copy of the Code of Ethics for
Wilshire Associates Incorporated (the "Company").
2. I have read and understand the Code and recognize that I am subject
thereto in the capacity of an "Access Person."
3. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which may
involve the Company, such as any economic relationship between my transactions
and securities held or to be acquired by the Company or any of its portfolios.
4. As of the date I become an Access Person I had a direct or indirect
beneficial ownership in the following securities:
(NOTE: Do not report transactions in U.S. Government securities,
bankers' acceptances, bank certificates of deposit, commercial paper, high
quality debt instruments with a maturity of 30 days or less, and shares of
registered open-end investment companies.)
<TABLE>
<CAPTION>
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Number of Shares/ Type of Interest
Name of Securities Principal Amount (Direct or Indirect) Broker/Dealer/Bank
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<S> <C> <C> <C>
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</TABLE>
5. As of the date I become an Access Person I held securities for my
direct or indirect benefit with the following brokers, dealers and banks whether
or not transactions in such securities are reportable under the Code.
<TABLE>
<CAPTION>
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<S> <C>
Date: Signature:
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Print Name:
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Title:
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Employer's Name:
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</TABLE>
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Exhibit B
WILSHIRE ASSOCIATES INCORPORATED
ANNUAL REPORT
All Access Persons must report any securities owned either directly (registered
in your name) or indirectly (in a beneficial ownership account) as of each
December 30. The reports must be returned to the Compliance Officer by January
30th each year.
Access Person (name): Date of Report:
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(NOTE: Do not report transactions in U.S. Government securities,
bankers' acceptances, bank certificates of deposit, commercial paper,
high quality debt instruments with a maturity of 30 days or less, and
shares of registered open-end investment companies.)
<TABLE>
<CAPTION>
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Number of Shares/
Title of Security Principal Amount Broker/Dealer/Bank Direct/Indirect Ownership
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<S> <C> <C> <C>
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</TABLE>
Annual Certification
To the Compliance Officer:
1. I have read and understand the Code of Ethics of Wilshire Associates
Incorporated and recognize that I am subject thereto in the capacity of an
"Access Person."
2. I hereby certify that, during the year ended December 31, 20__, I
have complied with the requirements of the Code and I have reported all
securities transactions required to be reported pursuant to the Code.
Signature:
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Print Name:
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Date:
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Exhibit C
WILSHIRE ASSOCIATES INCORPORATED
Securities Transactions Report For the Calendar Quarter Ended _________
To the Compliance Officer:
1. During the quarter referred to above, the following transactions
were effected in securities in which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Code of Ethics adopted by the Company.
<TABLE>
<CAPTION>
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Nature of
Transaction Broker/Dealer
Date of Number Dollar Amount (Purchase, Sale, or Bank through
Security Transaction of Shares of Transaction Other) Price Whom Effected
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<S> <C> <C> <C> <C> <C> <C>
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</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported, and (iii) is not an admission that I have or had any
direct or indirect beneficial ownership in the securities listed above.
Except as noted on the reverse side of this report, I hereby certify
that I have no knowledge of the existence of any personal conflict of interest
relationship which may involve the Company, such as the existence of any
economic relationship between my transactions and securities held or to be
acquired by the Company or any of its Series.
NOTE: Do not report transactions in U.S. Government securities,
bankers' acceptances, bank certificates of deposit, commercial paper, high
quality debt instruments with a maturity of 30 days or less, and shares of
registered open-end investment Companies.
2. During the quarter referred to above, the following are new accounts
with all brokers, dealers or banks with which I hold securities whether or not
transactions in such securities are reportable under the Code:
Broker/Dealer/Bank Date Account Established
Date: Signature:
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Print Name:
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Title:
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Employer's Name:
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