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Exhibit p(7)(a)
GOLDMAN SACHS ASSET MANAGEMENT
GOLDMAN SACHS FUNDS MANAGEMENT, L.P.
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
CODE OF ETHICS
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Effective January 23, 1991
(as revised April 1, 2000)
I. DEFINITIONS
A. "Access Person" with respect to Goldman Sachs Asset Management
("GSAM") means (because GSAM is a unit within the Investment
Management Division, a separate operating division, of
Goldman, Sachs & Co., and Goldman, Sach & Co. is primarily
engaged in a business other than advising registered
investment companies or other advisory clients) only those
officers, general partners or Advisory Persons (as defined
below) of GSAM who, with respect to any Investment Company (as
defined below), make recommendations or participate in the
determination of which recommendation shall be made to any
Investment Company, or whose principal function or duties
relate to the determination of which recommendation shall be
made to any Investment Company, or who, in connection with
their duties, obtain any information concerning such
recommendations on Covered Securities (as defined below) which
are being made to the Investment Company. "Access Person" with
respect to Goldman Sachs Asset Management International
("GSAMI") and Goldman Sachs Funds Management, L.P. ("GSFM")
means any director, officer, general partner or Advisory
Person of GSAMI or GSFM, as the case may be.
B. "Adviser" means each of GSAM, GSAMI and GSFM.
C. "Advisory Person" means (i) any officer or employee of the
Adviser or 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 an
Investment Company, or whose functions relate to the making of
any recommendations with respect to such purchases or sales;
and (ii) any natural person in a control relationship to the
Adviser who obtains information concerning the recommendations
made to an Investment Company with regard to the purchase or
sale of a Covered Security.
D. "Beneficial ownership" of a security shall be interpreted in
the same manner as it would be under Rule 16a-1 (a) (2) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
in determining whether a person is the beneficial
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owner of a security for purposes of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.
E. "Board of Trustees" means the board of trustees or directors,
including a majority of the disinterested trustees/directors,
of any Investment Company for which an Adviser serves as an
investment adviser, sub-adviser or principal underwriter.
F. "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act of 1940, as
amended (the "Investment Company Act"). Section 2(a)(9)
generally provides that "control" means 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.
G. "Covered Security" means a security as defined in Section 2(a)
(36) of the Investment Company Act, except that it does not
include: (i) direct obligations of the Government of the
United States; (ii) banker's acceptances, bank certificates of
deposit, commercial paper and high quality short-term debt
instruments (any instrument having a maturity at issuance of
less than 366 days and that is in one of the two highest
rating categories of a nationally recognized statistical
rating organization), including repurchase agreements; and
(iii) shares of registered open-end investment companies.
H. "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of
which, immediately before the registration, was not subject to
the reporting requirements of Sections 13 or 15(d) of the
Exchange Act.
I. "Investment Company" means a company registered as such under
the Investment Company Act, or any series thereof, for which
the Adviser is the investment adviser, sub-adviser or
principal underwriter.
J. "Investment Personnel" of the Adviser means (i) 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 or participates in making
recommendations regarding the purchase or sale of securities
by an Investment Company or (ii) any natural person who
controls the Adviser and who obtains information concerning
recommendations made to an Investment Company regarding the
purchase or sale of securities by an Investment Company.
K. A "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505
or Rule 506 under the Securities Act of 1933.
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L. "Purchase or sale of Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security or any security that is exchangeable for or
convertible into another security.
M. "Review Officer" means the officer of the Adviser designated
from time to time by the Adviser to receive and review reports
of purchases and sales by Access Persons. The term
"Alternative Review Officer" shall mean the officer of the
Adviser designated from time to time by the Adviser to receive
and review reports of purchases and sales by the Review
Officer, and who shall act in all respects in the manner
prescribed herein for the Review Officer. It is recognized
that a different Review Officer and Alternative Review Officer
may be designated with respect to each Adviser.
N. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made
and communicated and, with respect to the person making the
recommendation, when such person seriously considers making
such a recommendation. With respect to an analyst of the
Adviser, the foregoing period shall commence on the day that
he or she decides to recommend the purchase or sale of the
security to the Adviser for an Investment Company.
O. A security is "held or to be acquired" if within the most
recent 15 days it (1) is or has been held by the Investment
Company, or (2) is being or has been considered by the Adviser
for purchase by the Investment Company.
II. LEGAL REQUIREMENTS
Section 17(j) of the Investment Company Act provides, among other
things, that it is unlawful for any affiliated person of the Adviser to engage
in any act, practice or course of business in connection with the purchase or
sale, directly or indirectly, by such affiliated person of any security held or
to be acquired by an Investment Company in contravention of such rules and
regulations as the Securities and Exchange Commission (the "Commission") may
adopt to define and prescribe means reasonably necessary to prevent such acts,
practices or courses of business as are fraudulent, deceptive or manipulative.
Pursuant to Section 17(j), the Commission has adopted Rule 17j-1 which provides,
among other things, that it is unlawful for any affiliated person of the Adviser
in connection with the purchase or sale, directly or indirectly, by such person
of a Covered Security held or to be acquired by an Investment Company:
(1) To employ any device, scheme or artifice to
defraud such Investment Company;
(2) To make any untrue statement of a material fact to
such Investment Company or omit to state a
material fact necessary in order to make the
statements made to such Investment Company, in
light of the circumstances under which they are
made, not misleading;
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(3) To engage in any act, practice, or course of
business that operates or would operate as a fraud
or deceit upon any such Investment Company; or
(4) To engage in any manipulative practice with
respect to such Investment Company.
III. STATEMENT OF POLICY
It is the policy of the Adviser that no Access Person shall engage in
any act, practice or course of conduct that would violate the provisions of Rule
17j-1. The fundamental position of the Adviser is, and has been, that each
Access Person shall place at all times the interests of each Investment Company
and its shareholders first in conducting personal securities transactions.
Accordingly, private securities transactions by Access Persons of the Adviser
must be conducted in a manner consistent with this Code and so as to avoid any
actual or potential conflict of interest or any abuse of an Access Person's
position of trust and responsibility. Further, Access Persons should not take
inappropriate advantage of their positions with, or relationship to, any
Investment Company, the Adviser or any affiliated company.
Without limiting in any manner the fiduciary duty owed by Access
Persons to the Investment Companies or the provisions of this Code, it should be
noted that the Adviser and the Investment Companies consider it proper that
purchases and sales be made by Access Persons in the marketplace of securities
owned by the Investment Companies; provided, however, that such securities
transactions comply with the spirit of, and the specific restrictions and
limitations set forth in, this Code. Such personal securities transactions
should also be made in amounts consistent with the normal investment practice of
the person involved and with an investment, rather than a trading, outlook. Not
only does this policy encourage investment freedom and result in investment
experience, but it also fosters a continuing personal interest in such
investments by those responsible for the continuous supervision of the
Investment Companies' portfolios. It is also evidence of confidence in the
investments made. In making personal investment decisions with respect to any
security, however, extreme care must be exercised by Access Persons to ensure
that the prohibitions of this Code are not violated. Further, personal investing
by an Access Person should be conducted in such a manner so as to eliminate the
possibility that the Access Person's time and attention is being devoted to his
or her personal investments at the expense of time and attention that should be
devoted to management of an Investment Company's portfolio. It bears emphasis
that technical compliance with the procedures, prohibitions and limitations of
this Code will not automatically insulate from scrutiny personal securities
transactions which show a pattern of abuse by an Access Person of his or her
fiduciary duty to any Investment Company.
IV. EXEMPTED TRANSACTIONS
The Statement of Policy set forth above shall be deemed not to be
violated by and the prohibitions of Section V of this Code shall not apply to:
A. Purchases or sales of securities effected for, or held in, any
account over which the Access Person has no direct or indirect
influence or control;
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B. Purchases or sales of securities which are not eligible for
purchase or sale by an Investment Company;
C. Purchases or sales of securities which are non-volitional on
the part of either the Access Person or an Investment Company;
D. Purchases or sales of securities which are part of an
automatic dividend reinvestment, cash purchase or withdrawal
plan provided that no adjustment is made by the Access Person
to the rate at which securities are purchased or sold, as the
case may be, under such a plan during any period in which the
security is being considered for purchase or sale by an
Investment Company;
E. Purchases of securities effected upon the exercise of rights
issued by an issuer pro rata to all holders of a class of
its securities, to the extent such rights were acquired from
such issuer, and sales of such rights so acquired;
F. Tenders of securities pursuant to tender offers which are
expressly conditioned on the tender offer's acquisition of all
of the securities of the same class;
G. Purchases or sales of publicly-traded shares of companies that
have a market capitalization in excess of $10 billion; and
H. Other purchases or sales which, due to factors determined by
the Adviser, only remotely potentially impact the interests of
an Investment Company because the securities transaction
involves a small number of shares of an issuer with a large
market capitalization and high average daily trading volume or
would otherwise be very unlikely to affect a highly
institutional market.
V. PROHIBITED PURCHASES AND SALES
A. While the scope of actions which may violate the Statement of
Policy set forth above cannot be exactly defined, such actions
would always include at least the following prohibited
activities:
(1) No Access Person shall purchase or sell, directly or
indirectly, any Covered Security in which he or she
has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership and which to
his or her actual knowledge at the time of such
purchase or sale the Covered Security:
(i) is being considered for purchase or sale by
an Investment Company; or
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(ii) is being purchased or sold by an Investment
Company.
(2) No Access Person shall reveal to any other person
(except in the normal course of his or her duties on
behalf of an Investment Company) any information
regarding securities transactions by an Investment
Company or consideration by an Investment Company or
the Adviser of any such securities transaction.
(3) No Access Person shall engage in, or permit anyone
within his or her control to engage in, any act,
practice or course of conduct which would operate as
a fraud or deceit upon, or constitute a manipulative
practice with respect to, an Investment Company or an
issuer of a any security owned by an Investment
Company.
(4) No Access Person shall enter an order for the
purchase or sale of a Covered Security which an
Investment Company is purchasing or selling or
considering for purchase or sale until the later of
(1) the day after the Investment Company's
transaction in that Covered Security is completed or
(2) after the Investment Company is no longer
considering the security for purchase or sale, unless
the Review Officer determines that it is clear that,
in view of the nature of the Covered Security and the
market for such Covered Security, the order of the
Access Person will not adversely affect the price
paid or received by the Investment Company. Any
securities transactions by an Access Person in
violation of this Subsection D must be unwound, if
possible, and the profits, if any, will be subject to
disgorgement based on the assessment of the
appropriate remedy as determined by the Adviser.
(5) No Access Person shall, in the absence of prior
approval by the Review Officer, sell any Covered
Security that was purchased, or purchase a Covered
Security that was sold, within the prior 30 calendar
days (measured on a last-in first-out basis).
B. In addition to the foregoing, the following provision will
apply to Investment Personnel of the Adviser:
(1) Investment Personnel must, as a regulatory
requirement and as a requirement of this Code, obtain
prior approval before directly or indirectly
acquiring beneficial ownership in any securities in
an Initial Public Offering or in a Limited Offering.
In addition, Investment Personnel must comply with
any additional restrictions or prohibitions that may
be adopted by the Adviser from time to time.
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(2) No Investment Personnel shall accept any gift or
personal benefit valued in excess of such de minimis
amount established by the Adviser from time to time
in its discretion (currently this amount is $100
annually) from any single person or entity that does
business with or on behalf of an Investment Company.
Gifts of a de minimis value (currently these gifts
are limited to gifts whose reasonable value is no
more than $100 annually from any single person or
entity), and customary business lunches, dinners and
entertainment at which both the Investment Personnel
and the giver are present, and promotional items of
de minimis value may be accepted. Any solicitation of
gifts or gratuities is unprofessional and is strictly
prohibited.
(3) No Investment Personnel shall serve on the board of
directors of any publicly traded company, absent
prior written authorization and determination by the
Review Officer that the board service would be
consistent with the interests of the Investment
Companies and their shareholders. Such interested
Investment Personnel may not participate in the
decision for any Investment Company to purchase and
sell securities of such company.
VI. BROKERAGE ACCOUNTS
Access Persons are required to direct their brokers to supply for the
Review Officer on a timely basis duplicate copies of confirmations of all
securities transactions in which the Access Person has a beneficial ownership
interest and related periodic statements, whether or not one of the exemptions
listed in Section IV applies. If an Access Person is unable to arrange for
duplicate copies of confirmations and periodic account statements to be sent to
the Review Officer, he or she must immediately notify the Review Officer.
VII. PRECLEARANCE PROCEDURE
With such exceptions and conditions as the Adviser deems to be
appropriate from time to time and consistent with the purposes of this Code (for
example, exceptions based on an issuer's market capitalization, the amount of
public trading activity in a security, the size of a particular transaction or
other factors), prior to effecting any securities transactions in which an
Access Person has a beneficial ownership interest, the Access Person must
receive approval by the Adviser. Any approval is valid only for such number of
day(s) as may be determined from time to time by the Adviser. If an Access
Person is unable to effect the securities transaction during such period, he or
she must re-obtain approval prior to effecting the securities transaction.
The Adviser will decide whether to approve a personal securities
transaction for an Access Person after considering the specific restrictions and
limitations set forth in, and the spirit of, this Code of Ethics, including
whether the security at issue is being considered for purchase or sale for an
Investment Company. The Adviser is not required to give any explanation for
refusing to approve a securities transaction.
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VIII. REPORTING
A. Every Access Person shall report to the Review Officer the
information (1) described in Section VIII-C of this Code with
respect to transactions in any Covered Security in which such
Access Person has, or by reason of such transaction acquires
or disposes of, any direct or indirect beneficial ownership in
the Covered Security or (2) described in Sections VIII-D or
VIII-E of this Code with respect to securities holdings
beneficially owned by the Access Person.
B. Notwithstanding Section VIII-A of this Code, an Access Person
need not make a report where the report would duplicate
information recorded pursuant to Rules 204-2(a)(12) or
204-2(a)(13) under the Investment Advisers Act of 1940 or if
the report would duplicate information contained in broker
trade confirmations or account statements received by the
Review Officer and all of the information required by Section
VIII-C, D or E is contained in such confirmations or account
statements. The quarterly transaction reports required under
Section VIII-A(1) shall be deemed made with respect to (1) any
account where the Access Person has made provisions for
transmittal of all daily trading information regarding the
account to be delivered to the designated Review Officer for
his or her review or (2) any account maintained with the
Adviser or an affiliate. With respect to Investment Companies
for which the Adviser does not act as investment adviser or
sub-adviser, reports required to be furnished by officers and
trustees of such Investment Companies who are Access Persons
of the Adviser must be made under Section VIII-C of this Code
and furnished to the designated review officer of the relevant
investment adviser.
C. Quarterly Transaction Reports. Unless quarterly transaction
reports are deemed to have been made under Section VIII-B of
this Code, every quarterly transaction report 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, and shall contain the following information:
(1) The date of the transaction, the title, the interest
rate and maturity date (if applicable), class and the
number of shares, and the principal amount of each
Covered Security involved;
(2) The nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
(3) The price of the Covered Security at which the
transaction was effected;
(4) The name of the broker, dealer or bank with or
through whom the transaction was effected;
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(5) The date that the report was submitted by the Access
Person; and
(6) With respect to any account established by an Access
Person in which any securities were held during the
quarter for the direct or indirect benefit of the
Access Person:
(1) The name of the broker, dealer or bank with
whom the Access Person established the
account;
(2) The date the account was established; and
(3) The date that the report was submitted by
the Access Person.
D. Initial Holdings Reports. No later than 10 days after becoming
an Access Person, each Access Person must submit a report
containing 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;
(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 as of the date the person became an
Access Person; and
(3) The date that the report is submitted by the
Access Person.
E. Annual Holdings Reports. Between January 1st and January 30th
of each calendar year, every Access Person shall submit the
following information (which information must be current as of
a date no more than 30 days before the report is submitted):
(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;
(2) 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
(3) The date that the report is submitted by the Access
Person.
F. If no transactions in any securities required to be reported
under Section VIII-A(1) were effected during a quarterly
period by an Access Person, such Access Person
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shall report to the Review Officer not later than 10 days
after the end of such quarterly period stating that no
reportable securities transactions were effected.
G. These reporting requirements shall apply whether or not one of
the exemptions listed in Section IV applies except that an
Access Person shall not be required to make a report with
respect to securities transactions effected for, and any
Covered Securities held in, any account over which such Access
Person does not have any direct or indirect influence or
control.
H. Any such report may contain a statement that the report shall
not be construed as an admission by the person making such
report that (1) he or she has or had any direct or indirect
beneficial ownership in the Covered Security to which the
report relates (a "Subject Security") or (2) he or she knew or
should have known that the Subject Security was being
purchased or sold, or considered for purchase or sale, by an
Investment Company on the same day.
IX. APPROVAL OF CODE OF ETHICS AND AMENDMENTS TO THE CODE OF
ETHICS
The Board of Trustees of each Investment Company shall approve this
Code of Ethics. Any material amendments to this Code of Ethics must be approved
by the Board of Trustees of each Investment Company no later than six months
after the adoption of the material change. Before their approval of this Code of
Ethics and any material amendments hereto, the Adviser shall provide a
certification to the Board of Trustees of each such Investment Company that the
Adviser has adopted procedures reasonably necessary to prevent Access Persons
from violating the Code of Ethics.
X. ANNUAL CERTIFICATION OF COMPLIANCE
Each Access Person shall certify to the Review Officer annually on the
form annexed hereto as Form A that he or she (A) has read and understands this
Code of Ethics and any procedures that are adopted by the Adviser relating to
this Code, and recognizes that he or she is subject thereto; (B) has complied
with the requirements of this Code of Ethics and such procedures; (C) has
disclosed or reported all personal securities transactions and beneficial
holdings in Covered Securities required to be disclosed or reported pursuant to
the requirements of this Code of Ethics and any related procedures.
XI. CONFIDENTIALITY
All reports of securities transactions, holding reports and any other
information filed with the Adviser pursuant to this Code shall be treated as
confidential, except that reports of securities transactions and holdings
reports hereunder will be made available to the Investment Companies and to the
Commission or any other regulatory or self-regulatory organization to the extent
required by law or regulation or to the extent the Adviser considers necessary
or advisable in cooperating with an investigation or inquiry by the Commission
or any other regulatory or self-regulatory organization.
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XII. REVIEW OF REPORTS
A. The Review Officer shall be responsible for the review of the
quarterly transaction reports required under VIII-C and
VIII-F, and the initial and annual holdings reports required
under Sections VIII-D and VIII-E, respectively, of this Code
of Ethics. In connection with the review of these reports, the
Review Officer or the Alternative Review Officer shall take
appropriate measures to determine whether each reporting
person has complied with the provisions of this Code of Ethics
and any related procedures adopted by the Adviser.
B. On an annual basis, the Review Officer shall prepare for the
Board of Trustees of each Investment Company and the Board of
Trustees of each Investment Company shall consider:
(1) A report on the level of compliance during the
previous year by all Access Persons with this Code
and any related procedures adopted by the Adviser,
including without limitation the percentage of
reports timely filed and the number and nature of all
material violations and sanctions imposed in response
to material violations. An Alternative Review Officer
shall prepare reports with respect to compliance by
the Review Officer;
(2) A report identifying any recommended changes to
existing restrictions or procedures based upon the
Adviser's experience under this Code, evolving
industry practices and developments in applicable
laws or regulations; and
(3) A report certifying to the Board of Trustees that the
Adviser has adopted procedures that are reasonably
necessary to prevent Access Persons from violating
this Code of Ethics.
XIII. SANCTIONS
Upon discovering a violation of this Code, the Adviser may impose such
sanction(s) as it deems appropriate, including, among other things, a letter of
censure, suspension or termination of the employment of the violator and/or
restitution to the affected Investment Company of an amount equal to the
advantage that the offending person gained by reason of such violation. In
addition, as part of any sanction, the Adviser may require the Access Person or
other individual involved to reverse the trade(s) at issue and forfeit any
profit or absorb any loss from the trade. It is noted that violations of this
Code may also result in criminal prosecution or civil action. All material
violations of this Code and any sanctions imposed with respect thereto shall be
reported periodically to the Board of Trustees of the Investment Company with
respect to whose securities the violation occurred.
XIV. INTERPRETATION OF PROVISIONS
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The Adviser may from time to time adopt such interpretations of this
Code as it deems appropriate.
XV. IDENTIFICATION OF ACCESS PERSONS AND INVESTMENT PERSONNEL
The Adviser shall identify all persons who are considered to be Access
Persons and Investment Personnel, and shall inform such persons of their
respective duties and provide them with copies of this Code and any related
procedures adopted by the Adviser.
XVI. EXCEPTIONS TO THE CODE
Although exceptions to the Code will rarely, if ever, be granted, a
designated Officer of the Adviser, after consultation with the Review Officer,
may make exceptions on a case by case basis, from any of the provisions of this
Code upon a determination that the conduct at issue involves a negligible
opportunity for abuse or otherwise merits an exception from the Code. All such
exceptions must be received in writing by the person requesting the exception
before becoming effective. The Review Officer shall report any exception to the
Board of Trustees of the Investment Company with respect to which the exception
applies at its next regularly scheduled Board meetings.
XVII. RECORDS
The Adviser shall maintain records in the manner and to the extent set
forth below, which records may be maintained on microfilm under the conditions
described in Rule 31a-2(f)(1) and Rule 17j-1 under the Investment Company Act
and shall be available for examination by representatives of the Commission.
A. A copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall be
preserved for a period of not less than five years in an
easily accessible place;
B. A record of any violation of this Code 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 years
following the end of the fiscal year in which the violation
occurs;
C. A copy of each initial holdings report, annual holdings report
and quarterly transaction report made by an Access Person
pursuant to this Code (including any brokerage confirmation or
account statements provided in lieu of the reports) shall be
preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two
years in an easily accessible place;
D. A list of all persons who are, or within the past five years
have been, required to make initial holdings, annual holdings
or quarterly transaction reports pursuant to this Code shall
be maintained in an easily accessible place;
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E. A list of all persons, currently or within the past five years
who are or were responsible for reviewing initial holdings,
annual holdings or quarterly transaction reports shall be
maintained in an easily accessible place;
F. A record of any decision and the reason supporting the
decision to approve the acquisition by Investment Personnel of
Initial Public Offerings and Limited Offerings shall be
maintained for at least five years after the end of the fiscal
year in which the approval is granted; and
G. A copy of each report required by Section XII-B of this Code
must be maintained for at least five years after the end of
the fiscal year in which it was made, the first two years in
an easily accessible plan.
XVIII. SUPPLEMENTAL COMPLIANCE AND REVIEW PROCEDURES
The Adviser may establish, in its discretion, supplemented compliance
and review procedures (the "Procedures") that are in addition to those set forth
in this Code in order to provide additional assurance that the purposes of this
Code are fulfilled and/or assist the Adviser in the administration of this Code.
The Procedures may be more, but shall not be less, restrictive than the
provisions of this Code. The Procedures, and any amendments thereto, do not
require the approval of the Board of Trustees of an Investment Company.
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