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Exhibit p(16)
Adopted
July 13, 2000
CODE OF ETHICS
For Access Persons of
Strong Schafer Value Fund, Inc.
Schafer Capital Management, Inc.,
Strong Schafer Capital Management, LLC, and
Schafer Cullen Capital Management, Inc.
I. INTRODUCTION
A. FIDUCIARY DUTY. This Code of Ethics is based on the
principle that directors, officers and employees of Schafer Capital Management,
Inc. ("SCM"), Strong Schafer Capital Management, LLC ("SSCM"), Schafer Cullen
Capital Management, Inc. ("SCCM") and Strong Schafer Value Fund, Inc. (the
"Fund") have a fiduciary duty to place the interests of clients ahead of their
own. The Code applies to all Access Persons and focuses principally on
preclearance and reporting of personal transactions in securities. Capitalized
words are defined in APPENDIX 1. Access Persons must avoid activities, interests
and relationships that might interfere with making decisions in the best
interests of the Advisory Clients of SCM, SSCM or SCCM.
As fiduciaries, Access Persons must at all times:
1. PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. Access
Persons must scrupulously avoid serving their own personal interests
ahead of the interests of the Advisory Clients of SCM, SSCM or SCCM. An
Access Person may not induce or cause an Advisory Client to take
action, or not to take action, for the personal benefit of the Access
Person, rather than for the benefit of the Advisory Client. For
example, an Access Person would violate this Code by causing an
Advisory Client to purchase a Security he or she owned for the purpose
or with the intent of increasing the price of that Security.
2. AVOID TAKING INAPPROPRIATE ADVANTAGE OF THEIR POSITION. The
receipt of investment opportunities, perquisites or gifts from persons
seeking business with the Fund, SCM, SSCM or SCCM could call into
question the exercise of an Access Person's independent judgment.
Access persons may not, for example, use their knowledge of portfolio
transactions to profit by the market effect of such transactions or
accept gifts of such value as to potentially impair their judgment in
selecting brokers or other vendors on behalf of Advisory Clients.
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3. CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN FULL
COMPLIANCE WITH THIS CODE, INCLUDING BOTH THE PRECLEARANCE AND
REPORTING REQUIREMENTS. Doubtful situations should be resolved in favor
of Advisory Clients. Technical compliance with the Code's procedures
will not automatically insulate from scrutiny any trades that indicate
an abuse of fiduciary duties.
B. APPENDICES TO THE CODE. The appendices to this Code are
attached hereto and are a part of the Code, and include the following:
1. DEFINITIONS-- capitalized words as defined in the Code--
(Appendix 1),
2. DISCLOSURE OF PERSONAL HOLDINGS IN SECURITIES (Appendix 2),
3. LIST OF BROAD-BASED INDICES (Appendix 3).
4. PRECLEARANCE REQUEST FOR ACCESS PERSONS (Appendix 4);
5. SECURITIES TRANSACTION REPORT (Appendix 5);
6. ANNUAL CODE OF ETHICS CERTIFICATION (Appendix 6); and
7. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS (Appendix 7)
C. APPLICATION OF THE CODE TO INDEPENDENT FUND DIRECTORS. This
Code applies to Independent Fund Directors, and requires Independent Fund
Directors and their Immediate Families to report Securities Transactions to the
Administrator in accordance with Section II.F. However, provisions of the Code
requiring the disclosure of personal holdings (Section II.A.), preclearance of
trades (Section II.B.), prohibited transactions (II.D.1.), large positions in
registered investment companies (Section II.D.2.c.), private placements (Section
II.D.3.), restrictions on serving as a director of a publicly-traded company
(Section III.F.), and receipt of gifts (Section III.B.) do not apply to
Independent Fund Directors.
D. APPLICATION OF THE CODE TO FUNDS SUBADVISED BY SCM, SSCM OR
SCCM. This Code does not apply to the directors or officers of Funds for which
SCM, SSCM or SCCM serves as a subadviser.
II. PERSONAL SECURITIES TRANSACTIONS
A. ANNUAL DISCLOSURE OF PERSONAL HOLDINGS BY ACCESS PERSONS.
1. GENERAL REQUIREMENT. Within ten (10) days after
designation as an Access Person, and thereafter on an annual
basis, all Access Persons must report on the Disclosure of
Personal Holdings In Securities Form (APPENDIX 2) (or a
substantially
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similar form) (i) all Securities, including securities held in
certificate form, in which they have a Beneficial Interest,
(ii) all Securities in non-client accounts for which they make
investment decisions and (iii) each securities account the
Access Person maintains with a broker, dealer or bank. This
provision does not apply to Independent Fund Directors.
2. SECURITIES EXEMPT FROM ANNUAL DISCLOSURE
REQUIREMENT. Securities specifically excluded from the
definition of Security are exempt from the initial and annual
disclosure requirement of this Code.
B. PRECLEARANCE REQUIREMENTS FOR ACCESS PERSONS.
1. GENERAL REQUIREMENT. Except for the transactions
set forth in Section II.B.2., all Securities Transactions in
which an Access Person or a member of his or her Immediate
Family has a Beneficial Interest must be precleared with the
President or his designee. This provision does not apply to
transactions of Independent Fund Directors and their Immediate
Families.
2. TRANSACTIONS EXEMPT FROM PRECLEARANCE
REQUIREMENTS. The following Securities Transactions are exempt
from the preclearance requirements set forth in Section
II.B.1. of this Code:
a. MUTUAL FUNDS. Securities issued by any
registered open-end investment companies (including
but not limited to the Funds);
b. NO KNOWLEDGE. Securities Transactions
where neither SCM, SSCM, SCCM, the Access Person nor
an Immediate Family member knows of the transaction
before it is completed (for example, Securities
Transactions effected for an Access Person by a
trustee of a blind trust or discretionary trades
involving an investment partnership or investment
club in which the Access Person is neither consulted
nor advised of the trade before it is executed);
c. CERTAIN CORPORATE ACTIONS. Any
acquisition or disposition of Securities through
stock dividends, dividend reinvestments, stock
splits, reverse stock splits, mergers,
consolidations, spin-offs, or other similar corporate
reorganizations
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or distributions generally applicable to all holders
of the same class of Securities;
d. RIGHTS. Any acquisition or disposition of
Securities through the exercise of rights issued by
an issuer PRO RATA to all holders of a class of its
Securities, to the extent the rights were acquired in
the issue or through the exercise of rights, options,
convertible bonds or other instruments acquired in
compliance with the Code;
e. APPLICATION TO COMMODITIES, FUTURES,
OPTIONS ON FUTURES AND OPTIONS ON BROAD-BASED
INDICES. Commodities, futures (including currency
futures and futures on securities comprising part of
a broad-based, publicly traded market-based index of
stocks), options on futures, options on currencies
and options on certain indices designated by the
President as broad-based are not subject to the
preclearance, seven day black-out, 60-day profit
disgorgement, or prohibited transaction provisions of
Section II.D.1. of the Code, but are subject to
transaction reporting in accordance with Section
II.F. The options on indices designated by the
President as broad-based may be changed from time to
time and are listed in APPENDIX 3; and
f. MISCELLANEOUS. Any transaction in the
following: (1) bankers acceptances, (2) bank
certificates of deposit ("CDs") and bank and savings
and loan accounts, (3) commercial paper, (4)
repurchase agreements (when backed by exempt
securities), (5) Securities that are direct
obligations of the U.S. Government, (6) the
acquisition of equity securities in dividend
reinvestment plans ("DRIPs"), when the acquisition is
directly through the issuer or its non-broker agents,
(7) Securities of the employer of a member of the
Access Person's Immediate Family if such securities
are beneficially owned through participation by the
Immediate Family member in a profit sharing plan,
401(k) plan, ESOP, or other similar plan, and (8)
other Securities as may from time to time be
designated in writing by the President on the grounds
that the risk of abuse is minimal or non-existent.
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THE SECURITIES TRANSACTIONS LISTED ABOVE ARE NOT NECESSARILY EXEMPT
FROM THE REPORTING REQUIREMENTS SET FORTH IN SECTION II.F.
C. PRECLEARANCE REQUESTS.
1. TRADE AUTHORIZATION REQUEST FORMS. Prior to
entering an order for a Securities Transaction that requires
preclearance, the Access Person must complete, IN WRITING, a
Preclearance Request For Access Persons Form as set forth in
APPENDIX 4 and submit the completed form to the Administrator
(or his alternate). The Preclearance Request For Access
Persons Form requires Access Persons to provide certain
information and to make certain representations. Proposed
Securities Transactions of the Administrator that require
preclearance must be submitted to his alternate.
2. REVIEW OF FORM. After receiving the completed
Preclearance Request For Access Persons Form, the
Administrator (or his alternate) will (a) review the
information set forth in the form with the President (or his
designee), (b) confirm with the President (or his designee)
whether the Securities are held by any Funds or other accounts
managed by SCM, SSCM or SCCM and whether there are any
unexecuted orders to purchase or sell the Securities by any
Fund or accounts managed by SCM, SSCM or SCCM, and (c) as soon
as reasonably practicable, record the decision of the
President (or his designee) whether to clear the proposed
Securities Transaction. The authorization and date of the
authorization should be reflected on the Preclearance Request
For Access Persons Form. The Administrator (or his alternate)
will keep one copy of the completed form for the records, and
send one copy to the Access Person seeking authorization.
D. PROHIBITED TRANSACTIONS.
1. PROHIBITED SECURITIES TRANSACTIONS. The following
Securities Transactions for accounts in which an Access Person
or a member of his or her Immediate Family have a Beneficial
Interest, to the extent they require preclearance under
Section II.B. above, are prohibited and will not be authorized
by the President (or his designee) absent exceptional
circumstances, in which case a written record will be made of
the authorization of, and the rationale supporting, such
Securities Transaction (which record will be maintained for at
least five years after the fiscal year in which such
authorization was granted):
a. INITIAL PUBLIC OFFERINGS. Any purchase of
Securities in an Initial Public Offering
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(other than a new offering of a registered open-end
investment company);
b. PENDING BUY OR SELL ORDERS. Any purchase
or sale of Securities on any day during which any
Advisory Client has a pending "buy" or "sell" order
in the same Security (or Equivalent Security) until
that order is executed or withdrawn;
c. SEVEN DAY BLACKOUT. Purchases or sales of
Securities by a Portfolio Manager within seven
calendar days of a purchase or sale of the same
Securities (or Equivalent Securities) by an Advisory
Client managed by that Portfolio Manager; and
d. INTENTION TO BUY OR SELL FOR ADVISORY
CLIENT. Purchases or sales of Securities at a time
when that Access Person intends, or knows of
another's intention, to purchase or sell that
Security (or an Equivalent Security) on behalf of an
Advisory Client. This prohibition applies whether the
Securities Transaction is in the same (E.G., two
purchases or two sales) or the opposite (a purchase
and sale) direction of the transaction of the
Advisory Client.
2. ALWAYS PROHIBITED SECURITIES TRANSACTIONS. The following
Securities Transactions are prohibited and will not be authorized under
any circumstances:
a. INSIDE INFORMATION. Any transaction in a Security
while in possession of material nonpublic information
regarding the Security or the issuer of the Security;
b. MARKET MANIPULATION. Transactions intended to
raise, lower or maintain the price of any Security or to
create a false appearance of active trading;
c. LARGE POSITIONS IN MUTUAL FUNDS. Transactions in a
registered investment company (other than the Funds) which
result in the Access Person owning five percent or more of any
class of Securities in such investment company (this
prohibition does not apply to Independent Fund Directors); and
d. OTHERS. Any other transactions deemed by the
President (or his designee) to involve a conflict of interest,
possible
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diversion of corporate opportunity, or an appearance of
impropriety.
3. PRIVATE PLACEMENTS. The President (or his designee) may
give permission for Securities Transactions in a Private Placement by
an Access Person only after considering, among other factors, whether
the investment opportunity should be reserved for Advisory Clients and
whether the opportunity is being offered to an Access Person by virtue
of his or her position as an Access Person. Access Persons who have
been authorized to acquire and have acquired securities in a Private
Placement are required to disclose that investment when they play a
part in any subsequent consideration of an investment in the issuer by
an Advisory Client, and the decision to purchase Securities of such an
issuer by an Advisory Client must be independently authorized by a
Portfolio Manager with no personal interest in the issuer. This
provision does not apply to Independent Fund Directors.
4. NO EXPLANATION REQUIRED FOR REFUSALS. In some cases, the
President (or his designee) may refuse to authorize a Securities
Transaction for a reason that is confidential. The President is not
required to give an explanation for refusing to authorize any
Securities Transaction.
E. LENGTH OF TRADE AUTHORIZATION APPROVAL. Any trading
authorization provided hereunder is effective until the earlier of (1) its
revocation, (2) the close of business on the second trading day after the
authorization is granted (for example, if authorization is provided on a Monday,
it is effective until the close of business on Wednesday), or (3) the Access
Person learns that the information in the Preclearance Request for Access
Persons Form is not accurate. If the order for the Securities Transaction is not
placed within that period, a new advance authorization must be obtained before
the Securities Transaction is placed. If the Securities Transaction is placed
but has not been executed within two trading days after the day the
authorization is granted (as, for example, in the case of a limit order or a
"not held" order), no new authorization is necessary unless the person placing
the original order for the Securities Transactions amends it in any way.
F. TRADE REPORTING REQUIREMENTS.
1. REPORTING REQUIREMENT.
(a) Except as provided in Section II.F.1.f., each
Access Person must report to the Administrator (or to such
alternate person as the President may designate from time to
time) the information described in Section II.F.1.c. of this
Code with respect to any Securities Transaction of which such
Access Person is aware in any Security in which the Access
Person has, or by reason of such Securities Transaction
acquires, a Beneficial Interest.
(b) Notwithstanding Section II.F.1.a., and except as
provided in Section II.F.1.f., each Independent Fund Director
must
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report to the Administrator the information described in
Section II.F.1.c. of this Code with respect to any Securities
Transaction of which the Independent Fund Director is aware in
which the Independent Fund Director has, or by reason of such
Securities Transaction acquires, any Beneficial Interest, but
only if such Independent Fund Director knows, or in the
ordinary course of fulfilling the Independent Fund Director's
official duties as a director of a Fund should have known,
that, during the 15-day period immediately preceding or
following the trade date of the Securities Transaction, the
Security was purchased or sold by the applicable Fund, or was
being considered for such purchase or sale. In addition, each
Independent Fund Director shall file a report under Section
II.F.1.c. to report each Securities Transaction in which he or
she has an interest if he or she acquires as a result thereof
a Beneficial Interest of at least 1/2 of 1% of the outstanding
amount of any Security which may be a Security suitable for
purchase by the applicable Fund.
(c) Every such required report must be made no later
than ten (10) days after the end of the calendar quarter in
which the Securities Transaction with respect to which the
report relates is effected or becomes known to the reporting
Access Person, and must contain the following information:
(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 Security involved;
(ii) The nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
(iii) The price at which the transaction was
effected;
(iv) The name of the broker, dealer, bank or
other party with or through which the
transaction was effected; and
(v) The date that the report is submitted by the
Access Person.
(d) In addition, 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, such report must contain the following
additional information:
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(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.
(e) The form to be used for making such reports is
the Security Transaction Report Form as set forth in APPENDIX
5. If a confirmation for the reporting Access Person's
Securities Transaction or related brokerage statement includes
the required information, the form of report may simply be to
attach a copy of such confirmation or statement.
(f) The foregoing does not apply to transactions and
holdings in (1) registered open-end investment companies,
including but not limited to the Funds, (2) bankers
acceptances, bank CDs and bank and savings and loan accounts,
(3) commercial paper, (4) repurchase agreements (when backed
by exempt securities), (5) Securities that are direct
obligations of the U.S. Government, (6) the acquisition of
equity securities in DRIPs when the acquisition is directly
through the issuer or its non-broker agents, (7) securities of
the employer of a member of the Access Person's Immediate
Family if such securities are beneficially owned through
participation by the Immediate Family member in a profit
sharing plan, 401(k) plan, ESOP, or other similar plan or (8)
any account over which such Access Person does not have any
direct or indirect influence or control.
2. DISCLAIMERS. Any report of a Securities Transaction for the
benefit of a person other than the individual in whose account the
transaction is placed may contain a statement that the report should
not be construed as an admission by the person making the report that
he or she has any direct or indirect beneficial ownership of the
Security to which the report relates.
3. QUARTERLY REVIEW. At least quarterly, for Securities
Transactions requiring preclearance under this Code, the Administrator
(or his alternate) shall compare the reports, confirmations and/or
periodic statements provided pursuant to Section II.F.1. above, to the
approved Preclearance Request for Access Persons Forms. Such review
shall include:
a. Whether the Securities Transaction complied with
this Code;
b. Whether the Securities Transaction was authorized
in advance of its placement;
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c. Whether the Securities Transaction was executed
within two full trading days of when it was authorized;
d. Whether any Fund or accounts managed by SCM, SSCM
or SCCM owned the Securities at the time of the Securities
Transaction, and
e. Whether any Fund or separate accounts managed by
SCM, SSCM, or SCCM purchased or sold the Securities in the
Securities Transaction within 10 days of the Securities
Transaction.
4. REVIEW OF HOLDINGS REPORTS. The Administrator (or his
alternate) shall review the reports made upon designation as an Access
Person pursuant to Section II.A.1. as such reports are made and shall
review the annual reports made pursuant to Section II.A.1. at least
annually.
5. AVAILABILITY OF REPORTS. All information supplied pursuant
to this Code will be available for inspection by the Board of Directors
of SCM, the managing member of SSCM, the Board of Directors of SCCM,
the Board of Directors of each Fund, the President (and his designee),
the Administrator (and his alternate), any party to which any
investigation is referred by any of the foregoing, the SEC, any
self-regulatory organization of which the Funds, SCM, SSCM or SCCM is a
member, and any state securities commission, as well as any attorney or
agent of the foregoing, the Funds, SCM, SSCM or SCCM.
6. RECORD RETENTION. Each Fund, at its respective principal
place of business, shall maintain records as follows:
a. A copy of each Code that is in effect, or at any
time within the past five years was in effect, must be
maintained in an easily accessible place;
b. A record of any violation of the Code and of any
action taken as a result of the violation, must be maintained
in an easily accessible place for at least five years after
the end of the fiscal year in which the violation occurs;
c. A copy of each report made by an Access Person
under the Code must be maintained for at least five years
after the end of the fiscal year in which the report is made
or the information is provided, the first two years in an
easily accessible place;
d. A record of all persons, currently or within the
past five years, who are or were required to make reports
under the Code, or who are or were responsible for reviewing
these reports, must be maintained in an easily accessible
place; and
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e. A copy of each report required by Section IV.A.2.
must be maintained for at least five years after the end of
the fiscal year in which it is made, the first two years in an
easily accessible place.
III. FIDUCIARY DUTIES
A. CONFIDENTIALITY. Access Persons are prohibited from
revealing information relating to the investment intentions, activities or
portfolios of Advisory Clients except to persons whose responsibilities require
knowledge of the information.
B. GIFTS. The following provisions on gifts apply only to
employees of SCM, SSCM and SCCM:
1. ACCEPTING GIFTS. On occasion, because of their position
with SCM, SSCM, SCCM or the Funds, employees may be offered, or may
receive without notice, gifts from clients, brokers, vendors or other
persons not affiliated with such entities. Acceptance of extraordinary
or extravagant gifts is not permissible. Any such gifts must be
declined or returned in order to protect the reputation and integrity
of SCM, SSCM and SCCM and the Funds. Gifts of a nominal value (E.G.,
gifts whose reasonable value is no more than $250 a year), and
customary business meals, entertainment (E.G., sporting events) and
promotional items (E.G., pens, mugs, T-shirts, hats, etc.) may be
accepted.
If an employee receives any gift that might be prohibited
under this Code, the employee must inform the Administrator.
2. SOLICITATION OF GIFTS. Employees of SCM, SSCM or SCCM may
not solicit gifts or gratuities.
3. GIVING GIFTS. Except with the permission of the
Administrator, employees of SCM, SSCM or SCCM may not give any gift
with a value in excess of $250 per year to persons associated with
securities or financial organizations, including exchanges, member
organizations, commodity firms, news media or clients of SCM, SSCM or
SCCM.
C. PAYMENTS TO ADVISORY CLIENTS. Access Persons may not make
any payments to Advisory Clients in order to resolve any type of Advisory Client
complaint. All such matters must be handled by the President.
D. CORPORATE OPPORTUNITIES. Access Persons may not take
personal advantage of any opportunity properly belonging to any Advisory Client
or SCM, SSCM or SCCM. This includes, but is not limited to, acquiring Securities
for one's own account that would otherwise be acquired for an Advisory Client.
E. UNDUE INFLUENCE. Access Persons may not cause or attempt to
cause any Advisory Client to purchase, sell or hold any Security in a manner
calculated to create any personal benefit to the Access Person. If an Access
Person or a member of his or her Immediate
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Family stands to materially benefit from an investment decision for an Advisory
Client that the Access Person is recommending or participating in, the Access
Person must disclose to those persons with authority to make investment
decisions for the Advisory Client (or to the Administrator (or his alternate) if
the Access Person in question is a person with authority to make investment
decisions for the Advisory Client), any Beneficial Interest that the Access
Person (or a member of his or her Immediate Family) has in that Security or an
Equivalent Security, or in the issuer thereof, where the decision could create a
material benefit to the Access Person (or a member of his or her Immediate
Family) or the appearance of impropriety.
F. SERVICE AS A DIRECTOR. No Access Person, other than an
Independent Fund Director, may serve on the board of directors of a
publicly-held company not affiliated with SCM, SSCM or SCCM or the Funds absent
prior written authorization by the President. This authorization, if granted,
will normally require that the affected Access Person be isolated, through
"Chinese Wall" or other procedures, from those making investment decisions
related to the issuer on whose board the Access Person sits.
G. INVOLVEMENT IN CRIMINAL MATTERS OR INVESTMENT-RELATED CIVIL
PROCEEDINGS. Each Access Person must notify the President, as soon as reasonably
possible, if such Access Person is arrested, arraigned, indicted or pleads no
contest to any criminal offense (other than minor traffic violations) or if
named as a defendant in any investment-related civil proceedings or any
administrative or disciplinary action.
IV. COMPLIANCE WITH THIS CODE OF ETHICS
A. ADMINISTRATION.
1. INVESTIGATING VIOLATIONS OF THE CODE. The Administrator (or
his alternate) is responsible for investigating any suspected violation
of the Code. Any material violation of the Code by an employee of SCM,
SSCM or SCCM or the Funds for which significant remedial action was
taken will be reported to the Boards of Directors of the Funds not
later than the next regularly scheduled quarterly Board meeting.
2. ANNUAL REPORTS. The Administrator (or his alternate) will
review the Code at least once a year, in light of legal and business
developments and experience in implementing the Code, and will prepare
a report in writing to SCM, SSCM, SCCM and the Board of Directors of
each Fund:
a. Summarizing existing procedures concerning
personal investing and any changes in the procedures made
during the past year;
b. Identifying any violation requiring significant
remedial action during the past year;
c. Identifying any recommended changes in existing
restrictions or procedures based on the past year's experience
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under the Code, evolving industry practices, or developments
in applicable laws or regulations; and
d. Certifying that SCM, SSCM, SCCM and/or the Funds
have established procedures reasonably necessary to prevent
Access Persons from violating the Code.
B. REMEDIES.
1. SANCTIONS. If the Administrator (or his alternate)
determines that an Access Person has committed a violation of the Code,
the Administrator (or his alternate) shall bring the matter to the
attention of the President (or his designee), and the President may
impose sanctions and take other actions as he deems appropriate,
including a letter of caution or warning, suspension of personal
trading privileges, suspension of employment (with or without
compensation), fine, civil referral to the SEC, criminal referral
and/or termination of the employment of the violator for cause. The
President (or his designee) may also require the Access Person to
reverse the trade(s) in question and forfeit any profit or absorb any
loss derived therefrom. The amount of profit shall be forwarded to a
charitable organization. The Administrator shall cause his alternate to
review his own transactions, and the President shall cause his designee
to act as President with respect to him.
2. AUTHORITY. The President (or his designee) has the
authority, subject to the review set forth in Section IV.B.3. below, to
determine the remedy for any violation of the Code, including
appropriate disposition of any monies forfeited pursuant to this
provision. Failure to promptly abide by a directive to reverse a trade
or forfeit profits may result in the imposition of additional
sanctions.
3. REVIEW. Whenever the President (or his designee) determines
that an Access Person has committed a violation of this Code that
merits significant remedial action, he will report no later than the
next quarterly meeting to the Board of Directors of the applicable
Fund, information relating to the investigation of the violation,
including any sanctions imposed. The Board of Directors of the
applicable Fund may modify such sanctions as it deems appropriate. Such
Board shall have access to all information considered by the President
(or his designee) in relation to the case. The President (or his
designee) may determine whether to delay the imposition of any
sanctions pending review by the applicable Board of Directors.
C. EXCEPTIONS TO THE CODE. The President (or his designee) may
grant exceptions to the requirements of the Code on a case by case basis if he
finds that the proposed conduct involves negligible opportunity for abuse. All
material exceptions must be in writing and must be reported as soon as
practicable to the Board of Directors of the applicable Fund at its next
regularly scheduled meeting after the exception is granted.
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D. COMPLIANCE CERTIFICATION. At least annually, all Access
Persons will be required to certify on the Annual Code of Ethics Certification
set forth in APPENDIX 6 or on a document substantially in the form of APPENDIX 6
that they have complied with the Code in all respects.
E. INQUIRIES REGARDING THE CODE. The Administrator (or his
alternate) or the President (or his designee) will answer any questions about
this Code or any other compliance-related matters.
July 13, 2000
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