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EXHIBIT (p)(iii)
MAZAMA CAPITAL MANAGEMENT
CODE OF ETHICS
1. BACKGROUND
Rule 17j-1 (the "Rule") under the Investment Company Act of 1940 (the
"Investment Company Act") requires that Mazama Capital Management, Inc.
("Mazama"), if it serves as a subadviser or adviser to a registered
investment company (a "Trust"), to adopt a written Code of Ethics and
to report to the Board of Trustees of a Trust (the "Board") any
material compliance violations. The Board may approve a Code of Ethics
only after it has made a determination that the Code of Ethics contains
provisions designed to prevent "Access Persons" (summarized below and
further defined in Appendix 1) from engaging in fraud. In addition,
certain key "Investment Personnel" (summarized below and defined in
Appendix 1) of Mazama are subject to further pre-clearance procedures
with respect to their investment in securities offered through an
initial public offering (an "IPO") or private placement (a "Limited
Offering").
2. KEY DEFINITIONS
For other definitions, see Appendix 1
The term "Access Person" is generally defined by the Rule to include:
(i) any director, trustee, officer, general partner or key investment
personnel of a Trust or an investment adviser to a Trust; and (ii) any
director, officer, or general partner of a principal underwriter who
has knowledge of the investment activities of a series of a Trust.
Because Mazama is only one of the investment advisers to a Trust,
Access Persons under this Code will include only Mazama personnel. The
Mazama Compliance Officer (defined below) will notify an employee if
that person fits the above definition and maintain a list of all Access
Persons (see Appendix 2).
The term "Investment Personnel" is generally defined by the Rule to
include (i) any employee of a Trust or an investment adviser to a Trust
who regularly participates in making recommendations regarding the
purchase or sale of securities of a series of a Trust (a "Fund"); and
(ii) any natural person who controls a Trust or an investment adviser
to a Trust who obtains information concerning recommendations made to a
Fund or other client account regarding the purchase or sale of
securities by a Fund or other client account. As in the case of Access
Persons, Investment Personnel under this Code will include only Mazama
personnel. The Compliance Officer (defined below) will notify an
employee if that person fits the above definition and maintain a list
of all Investment Personnel (see Appendix 2). Investment Personnel are
also Access Persons.
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The term "Personal Account" shall include each and every account
wherein a Mazama employee influences or controls the investment
decisions. A Mazama employee is deemed to influence or control the
investment decisions if the account is for the benefit of (i) any
employee; (ii) a spouse of any employee; (iii) any child under the age
of 22 of an employee, whether or not residing with the employee; (iv)
any other dependent of an employee residing in the same household with
the employee; (v) any other account in which an employee has a
beneficial interest. The employee may obtain a written exemption from
the Personal Account designation by the Compliance Officer if the
Officer determines that (i) the certifying employee does not influence
the investment decisions for any specified account of such spouse,
child, or dependent person; and (ii) the person or persons making the
investment decisions for such account do not make such decisions, in
whole or in part, upon information that the certifying employee has
provided.
The term "Publicly Traded Securities" includes (i) any equity or debt
instrument traded on an exchange, through NASDAQ or through the "pink
sheets;" (ii) any options to purchase or sell such equity or debt
instrument; (iii) any index stock or bond group options that include
such equity or debt instrument; and (iv) any option on such futures
contracts; provided that the Publicly Traded Securities shall not
include (a) equity securities issued by mutual funds (other than mutual
funds for which Mazama acts as adviser) having total assets of at least
$100,000,000; and (2) certificates of deposit, U.S. treasury bills and
other U.S. government-issued debt instruments.
3. GENERAL PROHIBITIONS UNDER THE RULE
The Rule prohibits fraudulent activities by affiliated persons of
Mazama. Specifically, it is unlawful for any of these persons to:
(a) employ any device, scheme or artifice to defraud a Fund or other
client account;
(b) make any untrue statement of a material fact to a Fund or omit to
state a material fact necessary in order to make the statements
made to a Fund, in light of the circumstances under which they
are made, not misleading;
(c) to engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on a Fund or other
client account; or
(d) to engage in any manipulative practice with respect to a Fund or
other client account.
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4. COMPLIANCE OFFICERS
In order to meet the requirements of the Rule, this Code of Ethics
includes a procedure for detecting and preventing material trading
abuses and requires all Access Persons to report personal securities
transactions on an initial, quarterly and annual basis (the "Reports").
Mazama has appointed the following person to serve as the compliance
officer (the "Compliance Officer"):
Name Title
---- -----
Brian Alfrey Chief Operating Officer
The Compliance Officer will receive and review Reports delivered in
accordance with Section 5 below. In turn, the Compliance Officer will
report to the Board any material violations of the Code of Ethics in
accordance with Section 6 below.
Any questions regarding Mazama's policies or procedures regarding
insider trading, confidential information and conflicts of interest
should be referred to the Compliance Officer.
5. ACCESS PERSON REPORTS
All Access Persons are required to submit the following reports to the
Compliance Officer for THEMSELVES AND ANY IMMEDIATE FAMILY MEMBER
residing at the same address. In lieu of providing the Quarterly
Transaction Report, an Access Person may submit brokerage statements or
transaction confirmations that contain duplicate information. The
Access Person should arrange to have brokerage statements and
transaction confirmations sent directly to the Compliance Officer (see
Appendix 3 for the form of an Authorization Letter):
(a) Employee Certification. Within ten days of beginning employment
and within the first thirty days of each year, each Access Person
must report the following information:
(1) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect beneficial ownership when the person became an
Access Person;
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(2) The name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
securities were held for the direct or indirect benefit of
the Access Person; and
(3) The date the report is submitted by the Access Person.
A form of the Employee Certification is attached as Appendix 4.
(b) Quarterly Transaction Reports. Within ten days of the end of each
calendar quarter, each Access Person must report the following
information:
(1) With respect to any transaction during the quarter in a
Covered Security in which the Access Person had any direct
or indirect beneficial ownership:
(i) The date of the transaction, the title, the
interest rate and maturity date (if applicable),
the number of shares and the principal amount of
each Covered Security involved;
(ii) The nature of the transaction (i.e., purchase,
sale);
(iii) The price of the Covered Security at which the
transaction was effected;
(iv) The name of the broker, dealer or bank with or
through which the transaction was effected; and
(v) The date that the report is submitted by the Access
Person.
(2) With respect to any account established by the Access
Person in which any securities were held during the
quarter for the direct or indirect benefit of the Access
Person:
(i) The name of the broker, dealer or bank with whom
the Access Person established the account;
(ii) The date the account was established; and
(iii) the date that the report is submitted by the Access
Person.
A form of the Quarterly Transaction Report is attached as
Appendix 5.
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6. ADMINISTRATION OF THE CODE OF ETHICS -
REPORTING VIOLATIONS AND CERTIFYING COMPLIANCE
(a) Mazama must use reasonable diligence and institute policies and
procedures reasonably necessary to prevent its Access Persons
from violating this Code of Ethics;
(b) The Compliance Officer shall circulate the Code of Ethics and
receive an acknowledgement from each Access Person that the Code
of Ethics has been read and understood;
(c) The Compliance Officer shall review all Reports to determine
whether a possible violation of the Code of Ethics and/or other
applicable trading policies and procedures may have occurred.
No Access Person shall review his or her own Report(s). The
Compliance Officer shall appoint an alternative to review his or
her own Reports if the Compliance Officer is also an Access
Person.
(d) On an annual basis, the Compliance Officer shall prepare a
written report describing any issues arising under the Code of
Ethics or procedures, including information about any material
violations of the Code of Ethics or its underlying procedures and
any sanctions imposed due to such violations and submit the
information to the Compliance Officer for review by the Board;
and
(e) On an annual basis, Mazama shall certify to the Board of Trustees
of any Fund for which it serves as an adviser or subadviser that
it has adopted procedures reasonably necessary to prevent its
Access Persons from violating the Code of Ethics.
7. COMPLIANCE WITH OTHER SECURITIES LAWS
This Code of Ethics is not intended to cover all possible areas of
potential liability under the Investment Company Act or under the
federal securities laws in general. For example, other provisions of
Section 17 of the Investment Company Act prohibit various transactions
between a registered investment company and affiliated persons,
including the knowing sale or purchase of property to or from a
registered investment company on a principal basis, and joint
transactions (i.e., combining to achieve a substantial position in a
security or commingling of funds) between an investment company and an
affiliated person. Access Persons covered by this Code of Ethics are
advised to seek advice before engaging in any transactions involving
securities held or under consideration for purchase or sale by a Fund
or other client account or if a transaction directly or indirectly
involves
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themselves and a Trust other than the purchase or redemption of shares
of a Fund or other client account or the performance of their normal
business duties.
In addition, the Securities Exchange Act of 1934 may impose fiduciary
obligations and trading restrictions on access persons and others in
certain situations. It is expected that access persons will be
sensitive to these areas of potential conflict, even though this Code
of Ethics does not address specifically these other areas of fiduciary
responsibility.
8. PROHIBITED TRADING PRACTICES
(a) No Access Person may purchase or sell directly or indirectly, any
security in which he or she has, or by reason of such
transactions acquires, any direct or indirect beneficial
ownership if such security to his or her actual knowledge at the
time of such purchase or sale:
(1) is being considered for purchase or sale by a Fund or
other client account;
(2) is in the process of being purchased or sold by a Fund or
other client account (except that an Access Person may
participate in a bunched transaction with a Fund or other
client account if the price terms are the same in
accordance with trading policies and procedures adopted by
Mazama); or
(3) is in the process of being purchased or sold for a Fund or
other client account, or for which an opposing transaction
(purchase versus sale) is underway or has transpired
within the prior 7 days. Access persons may purchase or
sell securities immediately following transactions on
behalf of a Fund or other client account if the
transaction is on the same side of the market (i.e.
purchasing a security that has been purchased by a Fund or
other client account), subject to all other restrictions
and requirements set forth in this Code and Mazama's
policies and procedures governing trades by Investment
Personnel.
(b) Investment Personnel Mazama must obtain approval from the
Compliance Officer before directly or indirectly acquiring
beneficial ownership in any securities in an IPO or Limited
Offering.
(c) No Access Person may trade ahead of a Fund or other client
account in violation of this Code - a practice known as
"frontrunning."
(d) If both an officer, director or employee of Mazama and a client
of Mazama are engaging in transactions involving a Publicly
Traded Security
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an actual or apparent conflict of interest could arise. In any
situation where the potential for conflict exists, transactions
for client accounts take precedence over transactions for
Personal Accounts.
(e) Before an officer, director or employee buys or sells a Publicly
Traded Security for a Personal Account, he or she must; (i)
confirm that he or she is not in receipt of any material,
nonpublic information that would affect the price if that
Publicly Traded Security; (ii) obtain approval of the Compliance
Officer if the employee is purchasing or selling a security
issued by a company with a total market capitalization less than
$3 billion.
(f) Employee trades may be aggregated with client trades only if; (i)
aggregation is consistent with Mazama's duty to seek best
execution; (ii) no account will be favored over any other
account; (iii) an allocation report will be produced before
entering an aggregated order; and (v) if an order is only
partially filled, it will be allocated on a pro-rata basis.
(g) The Compliance Officer shall review all employee transactions on
a daily basis. Any transactions which are found to be in conflict
with Mazama's fiduciary obligation to its clients will be subject
to cancellation. The Compliance Officer shall retain all employee
trading records as part of the books and records as required by
the Advisers Act and the rules promulgated thereunder.
9. SANCTIONS
As to any material violation of this Code of Ethics, Mazama shall adopt
trading policies and procedures that provide for sanctions of the
Access Persons. Such sanctions may include, but are not limited to: (1)
a written reprimand in the Access Person's employment file; (2) a
suspension from employment; and/or (3) dismissal from employment.
ACKNOWLEDGED AND AGREED:
I have read, and I understand the terms of, this Code of Ethics.
By:
-------------------------------------------------------------
Private Name:
---------------------------------------------------
Date:
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Note: Employee Acknowledgements are held on file at Mazama.
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APPENDIX 1
DEFINITIONS
Access (i) any director, trustee, officer, general partner or
Person Advisory Person of Mazama or a Fund; and (ii) any director,
officer or general partner of a principal underwriter who, in
the ordinary course of business, makes, participates in or
obtains information regarding, the purchase or sale of Covered
Securities by a Fund for which the principal underwriter acts,
or whose functions or duties in the ordinary course of
business relate to the making of any recommendation to a Fund
regarding the purchase or sale of Covered Securities. For
purposes of this Code, only personnel of Mazama are Access
Persons.
Advisory (i) any employee of a Fund or Mazama (or of any company
Person in a control relationship to a Fund or Mazama) who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase
or sale of Covered Securities by a Fund, or whose functions
relate to the making of any recommendations with respect to
the purchases or sales; and (ii) any natural person in a
control relationship to a Fund or investment adviser who
obtains information concerning recommendations made to a Fund
with regard to the purchase or sale of Covered Securities by a
Fund.
Control 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.
Covered Includes any Security (see below) but does not include (i)
Security direct obligations of the Government of the United States;
(ii) bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments,
including repurchase agreements; and (iii) shares issued by
open-end investment companies (i.e., mutual funds).
Fund An investment company registered under the Investment
Company Act.
Investment (i) any employee of a Fund or Mazama (or of any company in a
Personnel control relationship to a Personnel Fund or investment
adviser) who, in connection with his or her regular functions
or duties, makes or participates in making recommendations
regarding the purchase or sale of security by a Fund; and (ii)
any natural person who controls a Fund or Mazama and who
obtains information concerning recommendations made to a Fund
regarding the purchase or sale of securities by a Fund. For
purposes of this Code, only personnel of Mazama are
Investment Personnel.
Limited An offering that is exempt from registration under the
Offering Securities Act of 1933 (the "Securities Act") pursuant to
Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule
505, or Rule 506 under the Securities Act.
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Personal Includes each and every account wherein a Mazama employee
Account influences or controls the investment decisions. A
Mazama employee is deemed to influence or control the
investment decisions if the account is for the benefit of (i)
any employee; (ii) a spouse of any employee; (iii) any child
under the age of 22 of an employee, whether or not residing
with the employee; (iv) any other dependent of an employee
residing in the same household with the employee; (v) any
other account in which an employee has a beneficial interest.
The employee may obtain a written exemption from the Personal
Account designation by the Compliance Officer if the Officer
determines that (i) the certifying employee does not influence
the investment decisions for any specified account of such
spouse, child, or dependent person; and (ii) the person or
persons making the investment decisions for such account do
not make such decisions, in whole or in part, upon information
that the certifying employee has provided.
Publicly Includes (i) any equity or debt instrument traded on an
Traded exchange, through NASDAQ or Securities through the "pink
Securities sheets;" (ii) any options to purchase or sell such equity or
debt instrument; (iii) any index stock or bond group options
that include such equity or debt instrument; and (iv) any
option on such futures contracts; provided that the Publicly-
Traded Securities shall not include (a) equity securities
issued by mutual funds (other than mutual funds for which the
Company acts as adviser) having total assets under management
of at least $100,000,000; and (2) certificates of deposit,
U.S. treasury bills and other U.S. government-issued debt
instruments.
Purchase or Includes, among other things, the writing of an option to
Sale of a purchase or sell a Covered Sale of a Security.
Covered
Security
Security Any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral trust certificate,
preorganization 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.
Security Held (i) any Covered Security which, within the most recent [15]
or to be days: (a) is or has been held or to be by a Fund; or (b) is
Acquired by being or has been considered by a Fund or Mazama for purchase
a Fund by a Acquired by a Fund; and (ii) any option to purchase or
sell, and any security convertible into or Fund exchangeable
for, a Covered Security described in paragraphs (a) or (b)
above.
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APPENDIX 2
LIST OF ACCESS PERSONS AND INVESTMENT PERSONNEL
<TABLE>
<CAPTION>
IS THIS PERSON
ACKNOWLEDGEMENT ALSO AN
OF RECEIPT OF INVESTMENT
NAME TITLE CODE OF ETHICS PERSONNEL?
------------------ ------------------------------ --------------- --------------
<S> <C> <C> <C>
RONALD A. SAUER PRESIDENT PENDING Y
HELEN M. DEGENER CHIEF INVESTMENT OFFICER PENDING Y
BRIAN P. ALFREY VICE PRESIDENT / CHIEF PENDING Y
OPERATING OFFICER
STEPHEN C. BRINK VICE PRESIDENT / DIRECTOR OF PENDING Y
RESEARCH
JILL R. COLLINS VICE PRESIDENT / MARKETING AND PENDING N
CLIENT SERVICE
CLAUDETTE DEBRUIN ASSISTANT VICE PRESIDENT / PENDING Y
EQUITY TRADER
GRETCHEN SCHROEDER ASSISTANT VICE PRESIDENT / PENDING Y
EQUITY ANALYST
</TABLE>
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APPENDIX 3
FORM OF AUTHORIZATION LETTER
Date
Name of Broker
Address
Re: Brokerage Statements of [name of employee]
Ladies and Gentlemen:
The above referenced person is an employee of Mazama Capital
Management, Inc. Federal securities laws require that we monitor the personal
securities transactions of certain key personnel. By this Authorization Letter,
and the acknowledgement of the employee below, please forward duplicate copies
of the employee's brokerage statements and transaction confirmations to:
Brian Alfrey
Mazama Capital Management, Inc.
One S.W. Columbia Street, Suite 1860
Portland, Oregon 97258
Should you have any questions, please contact the undersigned at
503-944-6245.
Very truly yours,
AUTHORIZATION:
I hereby authorize you to release duplicate brokerage statements and
transaction confirmations to my employer.
Signature:
---------------------------------
Name:
SSN:
Account Number:
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APPENDIX 4
EMPLOYEE CERTIFICATION
(complete within ten days of employment and the first thirty days of each year)
Date Submitted:
------------------
I hereby certify that I have read and understand and agree to abide by
the policies set forth in the Mazama Capital Management Compliance Manual and
Code of Ethics.
To meet the disclosure requirements of SEC Rule 206(4)-4 under the
Advisers Act, I further certify that I have disclosed all legal and disciplinary
events for which I am, or have been, personally involved, including information
regarding any actions or fines by any Self-Regulatory Organization.
To comply with the Personal Securities Transactions & Records Policy of
the Compliance Manual and, if applicable, the Access Person reporting
requirements of the firm's Code of Ethics, I further certify that I have
directed each broker with whom I have an account to send to the Mazama Capital
Management designated compliance officer duplicate copies of all confirmations
and periodic statements relating to my account(s) and have complied with the
reporting requirements of the policy and code of ethics. My initials below
indicate my status in reporting personal securities transactions and holdings:
____________No member of my immediate family or household maintains any
brokerage accounts or beneficially owns any securities that require reporting as
indicated in the Personal Securities Transactions & Records Policy of the
Compliance Manual.
____________Information regarding all securities accounts maintained by me or
any member of my immediate family or household accompanies this certificate.
____________I have already disclosed all securities accounts maintained by me or
any member of my immediate family or household to Mazama Capital Management and
there have been no changes.
____________I have already disclosed securities accounts maintained by me or any
member of my immediate family or household to Mazama Capital Management, but new
account information is attached to the back of this certificate.
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EMPLOYEE DATE
REVIEWED:
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(COMPLIANCE OFFICER SIGNATURE) DATE
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APPENDIX 5
QUARTERLY TRANSACTION REPORT
(complete within ten days of the quarter)
Date Submitted:
--------------
NOTE: IN LIEU OF THIS REPORT, YOU MAY SUBMIT DUPLICATE COPIES OF YOUR BROKERAGE
STATEMENTS
1. TRANSACTIONS
<TABLE>
<CAPTION>
NAME OF COVERED NUMBER OF NATURE OF TRANSACTION DATE OF
SECURITY BROKER SHARES (I.E, BUY, SALE) PURCHASE PRICE TRANSACTION
--------------- ------ --------- --------------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
</TABLE>
2. BROKERAGE ACCOUNTS OPENED DURING QUARTER
<TABLE>
<CAPTION>
NAME OF INSTITUTION AND ACCOUNT HAVE YOU REQUESTED
ACCOUNT HOLDERS' NAME (I.E., YOU, SPOUSE, CHILD) NUMBER DUPLICATE STATEMENTS?
----------------------------------------------- ------- ---------------------
<S> <C> <C>
</TABLE>
REVIEWED:
-------------------------------------------
(COMPLIANCE OFFICER SIGNATURE)
DATE:
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APPENDIX 6
ANNUAL HOLDINGS REPORT
(to be completed within thirty days of each year)
Date:
----------------
NOTE: IN LIEU OF THIS REPORT, YOU MAY SUBMIT DUPLICATE COPIES OF YOUR BROKERAGE
STATEMENTS
1. HOLDINGS
<TABLE>
<CAPTION>
Name of Covered Security Number of Shares Value of Security
------------------------ ---------------- -----------------
<S> <C> <C>
</TABLE>
2. BROKERAGE ACCOUNTS
<TABLE>
<CAPTION>
NAME OF INSTITUTION AND HAVE YOU REQUESTED
ACCOUNT HOLDERS' NAME (I.E., YOU, SPOUSE, CHILD) ACCOUNT NUMBER DUPLICATE STATEMENTS?
----------------------------------------------- -------------- ---------------------
<S> <C> <C>
</TABLE>
REVIEWED:
-------------------------------------------
(COMPLIANCE OFFICER SIGNATURE)
DATE:
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