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Exhibit p(15)
SLOAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
NCM CAPITAL MANAGEMENT GROUP, INC.
NEW AFRICA ADVISERS, INC.
CODE OF ETHICS AND INSIDER TRADING POLICY AND PROCEDURES
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The Code of Ethics and Insider Trading Policies and Procedures are designed to
protect the public from abusive trading practices and to maintain ethical
standards for access persons when dealing with the public. Management dictates
that these principles be diligently implemented and monitored. The Code of
Ethics imposes the following general obligations:
- Information concerning the purchase and sale of securities learned in
connection with an access person's service, is the property of the Fund,
Adviser or employer and may not be used for personal benefit.
- Fiduciary duties mandate suitable investment opportunities be presented
first to the Fund, Adviser, or employer and should not be exercised even
after full disclosure for personal benefit.
- Material inside information must be kept confidential and restricts trading
of securities.
- Front running, market manipulation and deceptive trading practices are
abusive techniques prohibited by these procedures and may result, in fines,
termination or legal actions by third parties.
- Access persons must obtain prior approval before purchasing IPO's or
private placements.
- Access persons must not trade in securities with knowledge that the Fund,
Adviser, Sub-Adviser or employer is considering to make a similar purchase
or sale of the same securities.
- Access persons shall not engage in transactions that create a conflict of
interest including but not limited to inappropriately making decisions on
behalf of a Fund regarding securities or private placements personally
owned by the access person.
CODE OF ETHICS GUIDELINES
The legal definition of a security is very broad and incorporates the purchase
and sale of public, private, registered and exempt from registration securities,
as well as derivatives. The adherence to these guidelines, the Code of Ethics
reporting and disclosure obligations, as well as preclearance policies, does not
apply to the following:
1) The sale and purchase of open-end mutual funds including money
market funds.
2) The sale and purchase of U.S. Government, U.S. Government
agency securities and municipal securities in trade amounts of
less than $20,000.
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Code of Ethics Guidelines-Continued
3) Acquisitions through stock dividend plans, spin-offs or other
distributions applied to all holders of the same class of
securities.
4) Acquisitions through the exercise of rights issued pro rata to
all holders.
5) Acquisitions through gifts or bequests.
6) Trades in any S&P 500 company of 500 shares or less.
7) Trades in REITS and variable insurance products.
A. DISCLOSURE OF HOLDINGS & DUPLICATE STATEMENTS AND CONFIRMATIONS FOR THE
PURCHASE AND SALE OF SECURITIES OR OPTIONS ON SECURITIES BY ACCESS PERSONS.
To assure that abusive or unethical trading practices are not conducted by
access persons, or other employees, they are required to disclose, at the point
of hire or within 10 days of becoming an access person, personal securities
holdings, including private placements. Quarterly, all personnel are required to
disclose personal securities holdings, private placements holdings and to report
any newly established accounts. New accounts must disclose the date and the name
of the broker, dealer or bank with whom the account was established. Access
persons, and all other employees, must report annually the number of shares and
principal amount of all securities owned by the employee and any account the
employee maintains with a broker, dealer or a bank. Duplicate confirmations and
statements are required for access persons' and all other employees' accounts
over which the person has either custody, control or beneficial ownership.
Account statements for immediate family members are also required. Duplicate
confirmations and brokerage statements are required to be sent to the attention
of the Compliance Division at Sloan Financial Group, Inc., 103 West Main Street,
Durham, North Carolina 27701. All information provided to the Compliance
Division would be confidential.
Statements and confirmations will be reviewed by the Compliance Division, the
Chief Investment Officer or his or her designee(s) for any pattern of
transactions involving parallel transactions (portfolio and individual both
buying or both selling the same security) generally within a 5 day period before
or after the transaction date. Among the factors that will be considered in the
analysis of whether any provision of the Code has been violated will be the
number and dollar value of the transactions, the trading volume of the
securities in question, the length of time the security is held by the
individual and the individual's involvement in the investment process. While the
focus of this procedure of the Code is on "pattern", it is important to note
that a violation could result from a single transaction, if the circumstances
warrant a finding that the underlying principles of fair dealing have been
violated. The Compliance Division, the Chief Investment Officer or his or her
designee(s), will similarly review the personal securities holdings reports
provided to the Compliance Division.
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B. PRECLEARANCE POLICY
Because of the sensitive nature of securities trading, the Compliance Division
will notify certain access persons and investment personnel about the need to
follow a preclearance policy. The preclearance form is to be used by designated
access persons seeking perclearance for securities trades including preclearance
by investment personnel before acquiring any beneficial ownership in an IPO or
private placement.
Those individuals subject to the preclearnace policy will not be exempt from the
general prohibitions listed in the Code or the Policies and Procedures designed
to prevent insider trading. The Compliance Division, the Chief Investment
Officer and his or her designee(s) will review with the Board of Directors
periodically a list of persons who are subject to the preclearance policy and
the criteria used to select such individuals.
The preclearance authorization shall be valid for a period of two business days
or 24 hours unless further extension of time is indicated the Compliance
Division, the Chief Investment Officer or his or her designee(s).
C. NOTIFICATION OF REPORTING OBLIGATION - ANNUAL CERTIFICATION
The Compliance Division will be responsible for notifying all access persons
about their duty to inform Compliance when they are establishing a brokerage
account, so that Compliance may request duplicate confirmations and statements.
Once informed of the duty, an access person has a continuing obligation to
provide such information to the Compliance Division in a timely manner.
Information compiled in the Compliance Division files is available for
inspection by the SEC or other regulatory authorities at any time during the
five-year period following the end of the fiscal year in which each report is
made.
Annually, the Compliance Division will prepare a written report for the Board
that:
- describes any issues that have arisen under this Code of Ethics or its
procedures since the last report, including information about material Code
of Ethics or procedure violations and sanctions imposed in response to
those violations; and
- certifies to the Board that the adopted Code of Ethics and its procedures
provide reasonably necessary measures to prevent investment personnel from
violating the Code and applicable procedures.
The Code of Ethics and any material changes to its provisions and/or procedures
must be approved by a majority of the Board, including majority of the
independent directors.
D. RESTRICTIONS AS TO GIFTS, ENTERTAINMENT, FAVORS AND DIRECTORSHIPS
1. Gifts, Entertainment and Favors. Access persons must not make business
decisions that are influenced or appear to be influenced by giving or
accepting gifts, entertainment or favors.
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2. Access persons are prohibited from receiving any gift or other thing or
more than de minims value from any person or entity that does business
with or on behalf of Sloan Financial Group, Inc. and its subsidiaries.
Invitations to an occasional meal, sporting event or other similar
activity will not be deemed to violate this restriction unless the
occurrence of such events is so frequent or lavish as to suggest an
impropriety.
Restrictions, Gifts, Entertainment and Favors - Continued
The Chairman & CEO and/or the Executive Management Committee must
approve the acceptance of any gift, entertainment or favor with a per
gift value of more than $250.00.
3. Directorships
(a) General Rule:
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No access person, other than a Disinterested Investment
Adviser Director, may serve on the Board of Directors of a
publicly-held or private for-profit company absent prior to
written approval from Sloan Financial Group, Inc. and/or its
subsidiaries. Disinterested Investment Adviser Directors must
provide annual disclosure about directorships and other
potential conflicts of interest.
(b) Applications for Approval:
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Applications for approval to serve as a director of a publicly
traded or private for-profit company shall be directed, in
writing, to the Compliance Division for prompt forwarding to
the Board of Directors. Authorization may be granted where it
is determined that such board service would be consistent with
the interests of the Funds and their shareholders.
(c) Whenever an access person is granted approval to serve as a
director of a publicly-traded or private for-profit company,
he or she shall personally refrain form participating in any
deliberation, recommendations, or considerations of whether or
not to recommend that any securities of that company be
purchased, sold or retained in the investment portfolio of any
of the Advisory or Sub-Advisory account.
E. ENFORCEMENT AND SANCTIONS
Each violation of this Code shall be reported to the Board of Directors or the
Applicable Fund or entity at or before the next regular meeting of the Board.
Upon discovering or otherwise being informed of a violation of this Code, the
Board of Directors/Trustees may take any action it deems appropriate including,
inter alia, a letter of censure,
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termination with respect to portfolio management duties regarding the Fund, or
recommending to the operating companies, suspension or removal from office,
imposition of a fine or termination of employment of the violator.
E. RECORDKEEPING
Each entity shall maintain such records of the approval of, and
rationale supporting, the acquisition of such securities for not less
than five years after the end of the fiscal year in which the approval
is granted. Additionally, each entity shall maintain all other records
and reports as are required by law.
This Code of Ethics has incorporated the amendments to Rule 17j-1 under the
Investment Company Act of 1940, as it relates to Investment Advisers.
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SIGNATURE PAGE
CODE OF ETHICS AND INSIDER TRADING POLICY AND PROCEDURES
ACKNOWLEDGEMENT FORM
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I have read and understand Sloan Financial Group, Inc. and Subsidiaries' Code of
Ethics and Insider Trading Policy and Procedures and will comply in all respects
with such procedures.
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SIGNATURE DATE
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PRINT NAME
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Date:
NOTIFICATION OF REPORTING OBLIGATION
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Annual Certification to (NAME OF CLIENT )
Board of Directors and Trustees
To: The Board of Directors: Name of Fund(s)
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Sloan Financial Group, Inc. and its subsidiaries, NCM Capital Management Group,
Inc. and New Africa Advisers, Inc. certify that there has not been any
reportable issues that have arisen under this Code of Ethics or its Insider
Trading Policy and Procedures, including procedure violations and/or sanctions
imposed, due to violation of the Code of Policy and Procedures.
The adopted Code of Ethics and the Insider Trading Policy, including its
preclearance procedures, provide reasonable necessary measures to prevent
investment personnel, and all other employees, from violating the Code and
applicable procedures.
Respectfully submitted,
Edith H. Noel
Sloan Financial Group, Inc. and Subsidiaries
Compliance Division
