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Exhibit 23(p)(3)
VILLANOVA GLOBAL ASSET MANAGEMENT TRUST
CODE OF ETHICS
The Board of Directors (the "Board") of the Managing Unitholder of
Villanova Global Asset Management Trust (the "Adviser" or "Villanova") has
adopted this Code of Ethics, in accordance with Rule 17j-1 (the "Rule") under
the Investment Company Act of 1940, as amended, (the "Act"). The Rule makes it
unlawful for certain employees of Villanova, in connection with the purchase or
sale by such persons of securities held or to be acquired by any Client (defined
below):
(1) to employ any device, scheme or artifice to defraud a Client;
(2) to make to a Client any untrue statement of a material fact or omit
to state to a Client a material fact necessary in order to make the statements
made, in light of the circumstances under 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 a Client; or
(4) to engage in a manipulative practice with respect to a Client.
While affirming its confidence in the integrity and good faith of all
of its employees, officers and directors, Villanova recognizes that certain
personnel have or may have knowledge of present or future portfolio transactions
and, in certain instances, the power to influence portfolio transactions made by
Clients. Furthermore, if such individuals engage in personal Covered Securities
transactions, these individuals could be in a position where their personal
interests may conflict with the interests of Clients. Accordingly, this Code is
designed to prevent conduct that could create an actual or potential conflict of
interest with any Villanova Client.
A. DEFINITIONS
(1) "Access Person" means any director (excluding any director who is
not also an officer of Villanova or its affiliates), officer, or Advisory Person
(defined immediately below) of the Adviser.
(2) "Advisory Person" means (a) any employee of the Adviser (or of any
company in a control relationship to the Adviser) who, in connection with his or
her regular functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of a Covered Security by a Client, or whose
functions relate to the making of any recommendations with respect to such
purchases or sales; and (b) any natural person in a control relationship to the
Adviser who obtains information concerning recommendations made to a Client with
regard to the purchase or sale of Covered Securities by the Client.
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(3) "Beneficial ownership" shall be interpreted in the same manner as
it would be in determining whether a person is considered a "beneficial owner"
as defined in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as
amended, which generally speaking, encompasses those situations where the
beneficial owner has the right to enjoy some economic benefit from the ownership
of the Covered Security. A person is normally regarded as the beneficial owner
of Covered Securities held in the name of his or her spouse or minor children
living in his or her household.
(4) "Client" means (a) any investment company registered under the Act
or any series of a registered investment company for whom the Adviser acts as
investment adviser or sub-adviser or (b) any separately managed investment
account, which is advised by the Adviser.
(5) "Control" shall have the same meaning as set forth in Section
2(a)(9) of the Act.
(6) "Covered 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
United States government, bankers' acceptances, bank certificates of deposit,
commercial paper, high quality short-term debt instruments (including repurchase
agreements) and shares of registered open-end investment companies.
(7) "Investment Personnel" means (a) any Portfolio Manager who are
employees of the Adviser as well as any other person such as a securities
analyst and/or trader who is an employee of the Adviser (or of any company in a
control relationship to the Adviser) who, in connection with his or her regular
functions or duties, makes or participates in the making of recommendations
regarding a Client's purchase or sale of securities (including providing
information and advice to Portfolio Managers or helping with the execution of a
Portfolio Managers' decisions) or (b) any natural person who controls the
Adviser and who obtains information concerning recommendations to a Client
regarding the purchase or sale of securities by a Client.
(8) "Portfolio Managers" means those individuals who, in connection
with his or her regular duties, are entrusted with the direct responsibility and
authority to make investment decisions affecting any Client.
(9) "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered Security.
(10) "Security held or to be acquired" by a Client means any Covered
Security which, within the most recent 15 days, (a) is or has been held by a
Client; (b) is being or has been considered for purchase by a Client; and (c)
any option to purchase or sell, and any Covered Security which is convertible
into or exchangeable for a Covered Security described in subparts (a) and (b) of
this definition.
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B. STATEMENT OF GENERAL PRINCIPLES
It is the duty of all directors, officers and employees to place the
interests of Villanova's Clients, first at all times. Consistent with that duty,
all Access Persons and Investment Personnel of Villanova must (1) conduct all
personal Covered Securities transactions in a manner that is consistent with
this Code of Ethics; (2) avoid any actual or potential conflict of personal
interest with the interests of Villanova's Clients; and (3) adhere to the
fundamental standard that they should not take inappropriate advantage of their
positions of trust and responsibility.
THIS CODE OF ETHICS APPLIES TO TRANSACTIONS IN COVERED SECURITIES FOR
PERSONAL ACCOUNTS OF ALL DIRECTORS, OFFICERS, EMPLOYEES AND ADVISORY PERSONS OF
VILLANOVA AND ANY OTHER ACCOUNTS IN WHICH THEY HAVE ANY BENEFICIAL OWNERSHIP. IT
IMPOSES CERTAIN INVESTMENT RESTRICTIONS AND PROHIBITIONS AND REQUIRES THE
REPORTS SET FORTH BELOW. IF DIRECTORS, OFFICERS OR EMPLOYEES OF VILLANOVA
BECOME(S) AWARE OF MATERIAL NON-PUBLIC INFORMATION OR IF A CLIENT IS ACTIVE IN A
GIVEN COVERED SECURITY, SOME PERSONNEL MAY FIND THEMSELVES "FROZEN" IN A
POSITION. VILLANOVA WILL NOT BEAR ANY LOSSES IN PERSONAL ACCOUNTS RESULTING FROM
THE IMPLEMENTATION OF ANY PORTION OF THE CODE OF ETHICS.
C. GENERAL PROHIBITIONS
(1) All directors, officers and employees of Villanova shall keep all
information pertaining to Clients' portfolio transactions confidential. No
person with access to Covered Securities holdings, recommendations or pending
transactions should disclose this information to any person, unless such
disclosure is made in connection with his or her regular functions or duties.
Special care should be taken to avoid discussing confidential information in
circumstances, which would disclose this information to anyone who would not
have access to such information in the normal course of events.
(2) No Access Person shall utilize information concerning prospective
or actual portfolio transactions in any manner, which might prove detrimental to
the interests of a Client.
(3) No Access Person shall use his or her position for his or her
personal benefit or attempt to cause a Client to purchase, sell or hold a
particular Covered Security when that action may reasonably be expected to
create a personal benefit for the Access Person.
(4) No Access Person shall engage in any act, practice or course of
conduct, which would violate the provisions of the Rule set forth above.
D. PERSONAL TRADING RESTRICTIONS
(1) Pre-clearance
-------------
Access Persons are required to pre-clear personal Covered Securities
transactions (excluding those exempted under Section D(8)) with the designated
compliance personnel.
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Requests for pre-clearance must be made in writing or via E-mail on the
Pre-clearance Request Form provided by the compliance officer. Transactions
should not be placed for execution until pre-clearance approval has been
received. Pre-clearance approval is good only for the day received; therefore,
orders should be placed as market or day limit orders. If for any reason the
trade is not executed on the day on which pre-clearance approval is received,
the Access Person must submit a new request and receive approval prior to
placing any subsequent order.
(2) Initial Public Offerings ("IPOs")
---------------------------------
Except as described below, all Access Persons are prohibited from
acquiring any Covered Securities in an IPO. Access Persons may, however, request
and receive approval to participate in an IPO in certain limited circumstances.
Examples of such circumstances include a conversion offering as described in the
NASD's Freeriding and Withholding Interpretation or similar issuer directed
share programs generally consistent with recent interpretive letters issued by
the NASD. In approving any such request, the onus for substantiating and
documenting compliance with this Code of Ethics rests on the individual seeking
approval. Also, notwithstanding submission of substantiating documentation
approval may be withheld if the reviewing compliance personnel believes that an
actual or potential conflict of interest exists with respect to any Client.
(3) Private Placements
------------------
Investment Personnel must obtain approval from the appropriate
compliance officer before acquiring Covered Securities in a private placement.
In determining whether to grant such prior approval, the appropriate officer
shall determine (among other factors) whether the investment opportunity should
be reserved for a Client(s), and whether the opportunity is being offered to the
individual by virtue of his or her position with the Adviser. Investment
Personnel who have been authorized to acquire Covered Securities in a private
placement, must disclose that investment when he or she is involved in any
subsequent consideration of an investment by a Client in that issuer. In such
circumstances, Investment Personnel with no personal interest in the particular
issuer shall independently review the Client's decision to purchase that
issuer's Covered Securities.
(4) 30 Day Holding Period
---------------------
Investment Personnel shall not profit from the purchase and sale, or
sale and purchase, of the same (or equivalent) Covered Securities within thirty
(30) calendar days. Trades made in violation of this policy should be unwound,
if possible. In the event such trades cannot be unwound, any profits realized on
such short-term trades shall be subject to disgorgement to the appropriate
Client account or the account of the Adviser. For purposes of this section,
calculation of profits will be based on a "last-in, first-out" (LIFO) basis.
(5) Blackout Period
---------------
(a) Same Day
--------
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Access Persons are prohibited from executing any personal
Covered Securities transaction on a day when a Client has a pending buy
or sell order in that same Covered Security. This prohibition shall be
lifted once the Client executes or withdraws its order for the Covered
Security in question. However, directors of Villanova who are not
officers of the Adviser or any of its affiliates and who, on the day
they execute a personal Covered Securities transaction, have no
knowledge of what a Client is trading on that day, are not subject to
the Same Day Blackout Period.
(b) Seven Day
---------
All Investment Personnel are prohibited from executing any
personal Covered Securities transactions within seven (7) calendar days
before or after the day any Client advised by such person trades in
that Covered Security.
(c) Trades made in violation of these blackout periods should
be unwound, if possible. Otherwise, any profits realized on such trades
shall be subject to disgorgement to the appropriate Client account or
the account of the Adviser.
(6) Gifts
-----
No Investment Personnel shall seek or accept anything of more than de
minimis value, either directly or indirectly, from broker-dealers or other
persons, which to the actual knowledge of the Investment Personnel, do business
or might do business with a Client or Villanova. For purposes of this provision,
the following gifts will not be considered to be in violation of this section:
(a) an occasional meal; (b) an occasional ticket to a sporting event, the
theater or comparable entertainment; and (c) other gifts of nominal cost.
(7) Exempted Transactions
---------------------
The prohibitions of Section (D)(1), (4) and (5) of this Code of Ethics
shall not apply to:
(a) purchases or sales effected in any account over which the
Access Person or Investment Personnel has no direct or indirect
influence or control;
(b) purchases or sales which are non-volitional(1) on the part
of the Access Person, Investment Personnel or a Client;
(c) purchases which are part of an automatic dividend
reinvestment plan; or
(d) purchases effected upon the exercise of rights issued by
an issuer pro-rata to all holders of a class of its Covered Securities,
to the extent such rights were acquired from such issuer, and sales of
such rights so acquired.
----------
(1) Non-volitional purchases or sales include those transactions, which do not
involve a willing act or conscious decision on the part of the director, officer
or employee. For example, shares received or disposed of by Access Persons or
Investment Personnel in a merger, recapitalization or similar transaction are
considered non-volitional.
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(e) purchases or sales of the securities listed on Exhibit D.
(8) Access Persons are generally required to obtain pre-clearance
before executing any trade. However, in certain instances an Access Person is
relieved from obtaining pre-clearance, but must report the transaction. In other
instances, the Access Person is relieved of both of the duty to obtain
pre-clearance and to report the transaction.
(a) Access Persons do not have to pre-clear the following
transactions, but must report them:
(i) Stocks when the total purchase/sale of the
particular issuer whose market capitalization exceeds $1
billion is 500 shares or less per transaction. All
transactions executed within any seven day calendar period
will be aggregated for purposes of this section.
(ii) Option contracts on stock when the total
purchase/sale of the contract is 500 shares or less of a
particular issuer and pre-clearance of the equity trade would
not be required under Section (a)(i) above.
(iii) Corporate debt Covered Securities(2) rated in
the highest grades by any Nationally Rated Statistical Rating
Organization if the purchase/sale is $25,000.00 or less per
issue in any calendar quarter.
(iv) Municipal bonds if the purchase/sale is
$25,000.00 or less per issue in any calendar quarter.
*PROVISION (8)(a) AND ITS SUB-PARTS DO NOT RELIEVE
ACCESS PERSONS OF THEIR DUTY TO REPORT THE TRANSACTIONS
DESCRIBED THEREIN. FURTHERMORE, THIS PROVISION DOES NOT APPLY
TO TRANSACTIONS COVERED UNDER SECTIONS D(2) AND D(3).
(b) The following transactions are exempt from the
prohibitions contained in this Code of Ethics, do not require prior
clearance and do not have to be reported (securities which do not
qualify as Covered Securities under this Code of Ethics are also exempt
from these reporting requirements):
(i) Variable Annuities.
(ii) Oil, gas or other mineral leases.
(iii) Commodities, commodity contracts or futures
contracts.
----------
(2) Non-volitional purchases or sales include those transactions, which do not
involve a willing act or conscious decision on the part of the director, officer
or employee. For example, shares received or disposed of by Access Persons or
Investment Personnel in a merger, recapitalization or similar transaction are
considered non-volitional.
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(9) Investment Personnel are prohibited from serving on the boards of
directors of publicly traded companies, absent prior authorization by the
appropriate compliance officer. Such authorization should be based upon a
determination that the board service would be consistent with the interests of
Clients advised by the employee. Where service on a board of directors is
authorized, Investment Personnel serving as directors should be isolated from
those making investment decisions regarding the company through "Chinese Wall"
procedures.
E. REPORTING, DISCLOSURE AND CERTIFICATION REQUIREMENTS
(1) Initial Holdings Reports
------------------------
All Access Persons shall disclose all personal Covered Securities
holdings to the appropriate compliance officer. The Initial Report shall be made
on the form attached as Exhibit A and shall contain the following information:
(a) 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;
(b) the name of any broker, dealer or bank with whom the
Access Person maintained an account in which any Covered Securities
were held for the direct or indirect benefit of the Access Person as of
the date the person became an Access Person; and
(c) the date that the report is submitted by the Access
Person.
All Access Persons currently employed by Villanova shall submit an
Initial Report to the appropriate compliance officer within ten days of the date
of this Code of Ethics. All other Initial Reports shall be made no later than 10
days after the person becomes an Access Person.
(2) Quarterly Reports
-----------------
(a) All Access Persons shall report to the appropriate
compliance officer, the information described in Sub-paragraph (2)(b)
of this Section with respect to transactions in any Covered Security in
which such person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership in the Covered Security.
(b) Reports required to be made under this Paragraph (2) 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. All
Access Persons shall be required to submit a report for all periods,
including those periods in which no Covered Securities transactions
were effected. A report shall be made on the form attached hereto as
Exhibit B or on any other form containing the following information:
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(i) the date of the transaction, the title of the
Covered Security, 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 or any other type of acquisition or disposition);
(iii) the price at which the transaction was
effected;
(iv) the name of the broker, dealer or bank with or
through whom the transaction was effected; and
(v) the date the report is submitted.
(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
Covered Security to which the report relates.
(d) All Access Persons shall direct their brokers to supply
duplicate copies of all monthly brokerage statements (excluding
confirmations) for all Covered Securities accounts maintained by the
Access Person to the appropriate compliance officer, on a timely basis.
In addition, with respect to any account established by the Access
Person in which any Covered Securities were held during the quarter for
the direct or indirect benefit of the Access Person, the Access Person
shall report the following information:
(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 the report is submitted.
(3) Annual Holdings Reports
-----------------------
All Access Persons shall disclose all personal Covered Securities
holdings on an annual basis on the Form attached as Exhibit C within 30 days
after the end of the calendar year. All Annual Reports shall provide information
on personal Covered Securities holdings that is current as of a date no more
than 30 days before the Annual Report is submitted. Such Annual Reports shall
contain the following information:
(a) the title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or indirect
beneficial ownership;
(b) the name of any broker, dealer or bank with whom the
Access Person maintains an account in which any Covered Securities are
held for the direct or indirect benefit of the Access Person; and
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(c) the date that the report is submitted by the Access
Person.
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(4) Certification of Compliance with Code of Ethics
' -----------------------------------------------
All Access Persons shall certify annually that:
(a) they have read and understand the Code of Ethics and
recognize that they are subject to its provisions;
(b) they have complied with the requirements of the Code of
Ethics; and
(c) they have reported all personal Covered Securities
transactions required to be reported pursuant to the requirements of
the Code of Ethics.
(5) Personal Brokerage Accounts
---------------------------
No director, officer or employee shall open a personal brokerage
account directly or indirectly without obtaining prior authorization from the
appropriate compliance officer. In addition, all directors, officers and
employees shall provide compliance personnel with a listing of all brokerage
accounts in which the directors, officers or employee have a direct or indirect
interest upon commencing employment and on an annual basis thereafter. These
reports may be made using Exhibits A or C, as applicable.
(6) Review of Reports and Notification
----------------------------------
Villanova will appoint compliance personnel to review all brokerage
account statements and Quarterly, Initial and Annual Reports to detect conflicts
of interest and abusive practices. In addition, the appropriate compliance
officer shall notify each Access Person that he or she is subject to the
reporting requirements provided under this Code of Ethics and shall deliver a
copy of this Code of Ethics to each person upon request.
F. REPORTING OF VIOLATIONS TO THE BOARD
Any person, including the compliance officer, shall promptly report all
violations and apparent violations of this Code of Ethics and the reporting
requirements thereunder to the Board.
G. BOARD APPROVAL
(1) Upon its adoption, the compliance officer shall submit a copy of
the Code of Ethics to the board of each investment company Client for which the
Adviser serves as investment adviser or sub-adviser for approval no later than
September 1, 2000.
(2) The Adviser is further required to obtain approval from each
investment company Client for any material changes to this Code of Ethics within
six (6) months of any such change.
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H. ANNUAL REPORTING OF VILLANOVA TO INVESTMENT COMPANY CLIENTS
The Adviser shall prepare a written annual report relating to its Code
of Ethics to the board of each investment company Client for which it acts as
investment adviser or sub-adviser. Such annual report shall:
(1) summarize existing procedures concerning personal investing and any
changes in the procedures made during the past year;
(2) identify any material violations requiring significant remedial
action during the past year;
(3) identify any recommended changes in the existing restrictions or
procedures based upon experience under its Code of Ethics, evolving industry
practices or developments in applicable laws or regulations; and
(4) certify that the Adviser has adopted procedures reasonably
necessary to prevent Access Persons from violating its Code of Ethics.
I. SANCTIONS
Upon discovering a violation of this Code, the Board may impose such
sanctions, as they deem appropriate, including, among other things, issuing a
letter of censure or suspension or terminating the employment of the violator or
referring the matter to the appropriate regulatory or governmental authority.
J. RETENTION OF RECORDS
The Adviser must, at its principal place of business, maintain records
in the manner and to the extent set out below and must make these records
available to the U.S. Securities and Exchange Commission ("SEC") or any
representative of the SEC at any time and from time to time for reasonable
periodic, special or other examination:
(1) A copy of this Code of Ethics, or any Code of Ethics which within
the past five (5) years has been in effect, shall be preserved in an easily
accessible place;
(2) A record of any violation of this Code of Ethics, and of any action
taken as a result of such violation, shall be preserved in an easily accessible
place for a period of not less than five (5) years following the end of the
fiscal year in which the violation occurs;
(3) A copy of each report made by an Access Person pursuant to this
Code of Ethics shall be preserved for a period of not less than five (5) years
from the end of the fiscal year in which it is made, the first two years in an
easily accessible place;
(4) A list of all persons who are, or within the past five (5) years
have been, required to make reports pursuant to this Code of Ethics shall be
maintained in an easily accessible place;
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(5) A record of any decision, and the reasons supporting the decision,
to approve the acquisition by Investment Personnel of Covered Securities in a
private placement, as described in Section D(3) of this Code of Ethics, for at
least five (5) years after the end of the fiscal year in which the approval is
granted; and
(6) A copy of each annual report required under Section H for at least
five (5) years after the end of the fiscal year in which it is made, the first
two in an accessible place.
Date: August 8, 2000
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Exhibit A
---------
VILLANOVA GLOBAL ASSET MANAGEMENT TRUST
CODE OF ETHICS
INITIAL REPORT
To the Compliance Officer of Villanova:
1. I hereby acknowledge receipt of a copy of the Code of Ethics for
Villanova.
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 any Client, such as any economic relationship between my transactions
and Covered Securities held or to be acquired by any such Client.
4. As of the date below I had a direct or indirect beneficial ownership
in the following Covered Securities:
<TABLE>
<CAPTION>
Dollar Amount Type of Interest
Title of Security Number of Shares of Transaction (Direct or Indirect)
----------------- ---------------- -------------- --------------------
<S> <C> <C> <C>
</TABLE>
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5. I hereby represent that I maintain account(s) as of the date this
report is submitted in which Covered Securities are held for my direct or
indirect benefit with the brokers, dealers or banks listed below.
Name of Broker, Bank or Dealer with Whom
Account Maintained Date Established
------------------ ----------------
Name:
--------------------------------------
Title:
------------------------------------
Date Report Submitted:
---------------------
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Exhibit B
---------
VILLANOVA GLOBAL ASSET MANAGEMENT TRUST
CODE OF ETHICS
QUARTERLY SECURITIES TRANSACTIONS REPORT
For the Calendar Quarter Ended: _________
To the Compliance Officer of Villanova:
During the quarter referred to above, the following transactions were
effected in Covered Securities of 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 Villanova.
<TABLE>
<CAPTION>
==================================================================================================================================
TITLE OF DATE OF NO. OF INTEREST RATE AND DOLLAR NATURE OF PRICE BROKER/
SECURITY TRANSACTION SHARES MATURITY DATE (if AMOUNT OF TRANSACTION DEALER
applicable) TRANSACTION (Purchase, Sale, OR BANK THROUGH
Other) WHOM EFFECTED
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
==================================================================================================================================
</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) 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 Covered Securities listed above.
I hereby represent that I established the brokerage accounts listed
below, in which Covered Securities were held during the quarter referenced above
for my indirect or direct benefit. I further understand that in compliance with
the Code I must have copies of my monthly brokerage statements sent to the
compliance officer.
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Name of Broker, Dealer or Bank with Whom Date Established
Account Established ----------------
-------------------
Except as noted in this report, I hereby certify that I have no
knowledge of the existence of any personal conflict of interest relationship
which may involve any Client, such as the existence of any economic relationship
between my transactions and Covered Securities held or to be acquired by any
Client.
Name:
-------------------------------------
Title:
------------------------------------
Date Report Submitted:
--------------------
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Exhibit C
---------
VILLANOVA GLOBAL ASSET MANAGEMENT TRUST
CODE OF ETHICS
ANNUAL REPORT
To the Compliance Officer of Villanova:
1. I have read and understand the Code 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, 200__, I
have complied with the requirements of the Code and I have reported all Covered
Securities transactions required to be reported pursuant to the Code.
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 a Client, such as any economic relationship between my transactions and
Covered Securities held or to be acquired by a Client.
4. As of December 31, 200__, I had a direct or indirect beneficial
ownership in the following Covered Securities:
<TABLE>
<CAPTION>
Principal Amount Type of Interest Broker/Dealer or Bank
Title of Security Number of Shares of Securities Sold (Direct or Indirect) Through Whom Effected
----------------- ---------------- ------------------ -------------------- ---------------------
<S> <C> <C> <C> <C>
</TABLE>
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5. I hereby represent that I maintain the account(s) listed below in
which Covered Securities are held for my direct or indirect benefit with the
brokers, dealers or banks listed below.
Name of Broker, Bank or Dealer with Whom Date Established
Account Maintained ----------------
------------------
Name:
-------------------------------
Title:
------------------------------
Date Report Submitted:
---------------
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Exhibit D(1)
Access Persons will not be subject to the Pre-clearance requirements
under Section D(1), the Holding requirements under Section D(4), or the Blackout
Period under Section D(5) with respect to the following securities:
1. securities traded on a national exchange whose values are based upon
the value or changes in value of broad based market indices(2);
2. options contracts traded on a national exchange on (a) securities
described in item 1 or (b) broad based market indices(2); and
3. the following specifically enumerated securities traded on the
American Stock Exchange:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
NAME SYMBOL
---------------------------------------------------------------------------------------------------------------
<S> <C>
DIAMONDS Trust Series I Trading Symbol DIA
---------------------------------------------------------------------------------------------------------------
Nasdaq-100 Index Tracking Stock Trading Symbol QQQ
---------------------------------------------------------------------------------------------------------------
MidCap SPDR Trading Symbol MDY
---------------------------------------------------------------------------------------------------------------
SPDR (Standard & Poor's Depository Receipts) Trading Symbol SPY
---------------------------------------------------------------------------------------------------------------
Select Sector SPDR - Basic Industries Trading Symbol XLB
---------------------------------------------------------------------------------------------------------------
Select Sector SPDR - Consumer Services Trading Symbol XLV
---------------------------------------------------------------------------------------------------------------
Select Sector SPDR - Consumer Staples Trading Symbol XLP
---------------------------------------------------------------------------------------------------------------
Select Sector SPDR - Cyclical/Transportation Trading Symbol XLY
---------------------------------------------------------------------------------------------------------------
Select Sector SPDR - Energy Trading Symbol XLE
---------------------------------------------------------------------------------------------------------------
Select Sector SPDR - Financial Trading Symbol XLF
---------------------------------------------------------------------------------------------------------------
Select Sector SPDR - Indsutrial Trading Symbol XLI
---------------------------------------------------------------------------------------------------------------
Select Sector SPDR - Technology Trading Symbol XLK
---------------------------------------------------------------------------------------------------------------
Select Sector SPDR - Utilities Trading Symbol XLU
---------------------------------------------------------------------------------------------------------------
!Shares Dow Jones U.S. Financial Sector Index Fund IYF
---------------------------------------------------------------------------------------------------------------
!Shares Dow Jones U.S. Internet Index Fund IYV
---------------------------------------------------------------------------------------------------------------
!Shares Dow Jones U.S. Technology Sector Index Fund IYW
---------------------------------------------------------------------------------------------------------------
!Shares Dow Jones U.S. Telecommunications Sector Index Fund IYZ
---------------------------------------------------------------------------------------------------------------
!Shares Russell 1000 Index Fund IWB
---------------------------------------------------------------------------------------------------------------
!Shares Russell 1000 Growth Index Fund IWF
---------------------------------------------------------------------------------------------------------------
!Shares Russell 1000 Value Index Fund IWD
---------------------------------------------------------------------------------------------------------------
!Shares Russell 2000 Index Fund IWM
---------------------------------------------------------------------------------------------------------------
!Shares Russell 3000 Index Fund IWV
---------------------------------------------------------------------------------------------------------------
!Shares S&P 500 Index Fund IVV
---------------------------------------------------------------------------------------------------------------
!Shares S&P 500/BARRA Growth Index Fund IVW
---------------------------------------------------------------------------------------------------------------
!Shares S&P 500/BARRA Value Index Fund IVE
---------------------------------------------------------------------------------------------------------------
!Shares S&P MidCap 400 Index Fund IJH
---------------------------------------------------------------------------------------------------------------
!Shares S&P SmallCap 600 Index Fund IJR
---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Subject to change at the discretion of Villanova.
19
<PAGE> 20
(2) For the Purposes of this Code, a broad based market index is one that
tracks 100 or more underlying securities.
20
