QUESTAR FUNDS, INC.
CODE OF ETHICS
1. STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics (the "Code") expresses the policy and
procedures of Questar Funds, Inc. (the "Company"), its affiliates and
subsidiaries (each reference to the Company shall be deemed to refer to both the
cumulative assets of the Company in the aggregate and to each series of the
Company individually that now exists or is hereinafter created), and is enforced
to ensure that no one is taking advantage of his or her position, or even giving
the appearance of placing his or her own interests above those of the Company.
In the event that an investment adviser to a series of the Company has not
adopted a code of ethics substantially in conformity with Rule 17j-1 (the
"Rule") of the Investment Company Act of 1940 (the "1940 Act") or Rule 204-2 of
the Investment Advisers Act of 1940, and which has been approved by the Board of
Directors of the Company, then that investment adviser shall adopt this Code and
shall be subject to the requirements herein as it pertains to the series of the
Company advised by the investment adviser.
Investment company personnel must at all levels act as
fiduciaries, and as such must place the interests of the shareholders of the
Company before their own. Thus, we ask that when contemplating any personal
transaction you ask yourself what you would expect or demand if you were a
shareholder of the Company.
This Code has been adopted pursuant to the Rule of the 1940
Act which makes it unlawful for any affiliated person of the Company, or any
affiliated person of an investment adviser to the Company, in connection with
the purchase or sale, directly or indirectly, by the person of a security held
or to be acquired (as defined below) by the Company:
(i) to employ any device, scheme or artifice to defraud the Company;
(ii) to make any untrue statement of a material fact to the Company
or omit to state a material fact necessary in order to make the
statements made to the Company, in light of the circumstances under
which they are made, not misleading;
(iii) to engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Company; or
(iv) to engage in any manipulative practice with respect to the Fund.
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In compliance with paragraph (c)(1) of the Rule, this Code has
been adopted and approved by the Board of Directors of the Company, including by
a majority of the Directors who are not "interested persons", for the purpose of
implementing policies and procedures reasonably necessary to prevent Access
Persons (as defined below) of the Company or any investment adviser to the
Company from engaging in any conduct prohibited by the Rule. We ask that all
personnel follow not only the letter of this Code but also abide by the spirit
of this Code and the principles articulated herein.
2. DEFINITIONS
"Access Person" means (i) any director, officer, general partner or
Advisory Person (as defined below) of the Company or any investment adviser to
the Company, or (ii) any director, officer or general partner of a principal
underwriter of the Company who, in the ordinary course of his or her business,
makes, participates in or obtains information regarding the purchase or sale of
Covered Securities (as defined below) by the Company for which the principal
underwriter so acts or whose functions or duties as part of the ordinary course
of his or her business relate to the making of any recommendation to the Company
regarding the purchase or sale of Covered Securities or (iii) notwithstanding
the provisions of clause (i) above with respect to any such investment adviser
to the Company, where such investment adviser is primarily engaged in a business
or businesses other than advising registered investment companies or other
Advisory clients, any director, officer or Advisory Person of such investment
adviser who, with respect to the Company, makes any recommendation or
participates in the determination of which recommendation shall be made, or
whose principal function or duties relate to the determination of which
recommendation shall be made to the Company or who, in connection with his or
her duties, obtains any information concerning Covered Securities
recommendations being made by the investment adviser.
"Advisory Person" means
(i) any employee of the Company, any investment adviser to the
Company (or of any company in a control relationship to the Company or
investment adviser), who, in connection with his or her regular
functions or duties, makes, participates in or obtains information
regarding the purchase or sale of Covered Securities by the Company or
whose functions relate to any recommendations with respect to such
purchases or sales and any natural person in a control relationship
with the Company and/or any investment adviser to the Company who
obtains information regarding the purchase or sale of Covered
Securities;
(ii) any natural person who controls the Company or any investment
adviser to the Company and who obtains information (other than publicly
available information) concerning recommendations made to the Company
with regard to the purchase or sale of Covered Securities.
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"Access Persons" and "Advisory Persons" shall not include any
individual who is required to and does file quarterly reports with any
investment adviser to the Company, administrator or principal underwriter of the
Company substantially in conformity with Rule 17j-1 of the 1940 Act or Rule
204-2 of the Investment Advisers Act of 1940, provided however, that the legal
compliance officer or president of any investment adviser to the Company,
administrator or principal underwriter shall (i) file an annual certification
with the Directors stating that such entity has adopted or approved the
continuation of its code of ethics, substantially in the form that was provided
to the Directors; and (ii) notify the Legal Compliance Officer (as defined
below) of any violation of such entity's code of ethics upon actual knowledge by
such compliance officer that a violation had occurred. The Legal Compliance
Officer shall report any such violations to the Directors in accordance with the
provisions of this Code as if the report of the violation(s) had been made under
this Code.
"Affiliated Persons" or "Affiliate" means
(i) any employee or Access Person, and any member of the immediate
family (defined as spouse, child mother, father, brother, sister-in-law
or any other relative) of any such person who lives in the same
household as such person or who is financially dependent upon such
person;
(ii) any account for which any of the persons described in (i) above
is a custodian, director, trustee or otherwise acting in a fiduciary
capacity, or with respect to which any such person either has the
authority to make investment decisions or from time to time gives
investment advice;
(iii) any partnership, corporation, joint venture, trust or other
entity in which any employee of the Company or Access Person of the
Company directly or indirectly, in the aggregate, has a 10% or more
beneficial interest or for which any such person is a general partner
or an executive officer.
A security is "being considered for purchase or sale" or is "being
purchased or sold" when a recommendation to purchase or sell the security has
been made and communicated to the Trading Desk, which includes when the Company
has a pending "buy" or "sell" order with respect to a security, and, with
respect to the person making the recommendation, when such person seriously
considers making such a recommendation.
The term "beneficial ownership" shall be defined in and
interpreted in the same manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder which, generally speaking, encompasses
those situations where the beneficial owner has the right to enjoy some economic
benefit from the ownership of a Covered Security regardless of the identity of
the registered owner. This would include:
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(i) Covered Securities which a person holds for his or her own
benefit either in bearer form, registered in his or her name or
otherwise, regardless of whether the securities are owned individually
or jointly;
(ii) Covered Securities held in the name of a member of his or her
immediately family (spouse or minor child) sharing the same household;
(iii) Covered Securities held by a trustee, executor, administrator,
custodian or broker;
(iv) Covered Securities owned by a general partnership of which the
person is a member or a limited partnership of which such person is a
general partner;
(v) Covered Securities held by a corporation (other than with respect
to treasury shares of the corporation) of which such person is an
officer, director, trustee or 10% stockholder or by a corporation which
can be regarded as a personal holding company of a person;
(vi) Covered Securities recently purchased by a person and awaiting
transfer into his or her name;
(vii) Covered Securities held by any other person if, by reason of
contract, understanding, relationship, agreement or other arrangement,
such person obtains therefrom benefits substantially equivalent to
those of ownership or which ; and
(viii) Covered Securities held by such person's spouse or minor
children or any other person, if, even though such person does not
obtain therefrom the above-mentioned benefits of ownership, such person
can vest or revest title in himself or herself at once or at some
future time.
A beneficial owner of a security also includes any person who directly
or indirectly, through contract, arrangement, understanding, relationship or
otherwise, has or shares voting power and/or investment power with respect to
such security. Voting power includes the power to vote, or includes the power to
dispose, or to direct disposition of such security.
"Control" has the same meaning as that set forth in Section 2(a)(9) of
the 1940 Act.
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"Covered Security" means a security as defined in section 2(a)(36) of
the 1940 Act, and shall include any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or participation in
any profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit of a security, fractional undivided
interest in oil, gas, or other mineral rights, any put, call straddle, option,
or privilege on any security (including a certificate of deposit) or any group
or index of securities (including any interest therein or based on the value
thereof), or any put, call, straddle, option or privilege entered into in a
national securities exchange relating to a foreign currency, or, in general, any
interest or instrument commonly known as a "security", or any certificate of
interest or participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase, any of the
foregoing, except, however, that it SHALL NOT include:
(i) Direct obligations of the Government of the United States;
(ii) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and
(iii) Shares issued by open-end funds.
"Disinterested Director" of the Company shall mean a director
thereof who is not an "interested person" of the Company within the meaning of
Section 2(a)(19) of the 1940 Act.
"Initial Public Offering" ("IPO") 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 Securities Exchange Act of 1934.
"Investment Personnel" means:
(i) any employee of the Company or any investment adviser to the
Company (or of any company in a control relationship to the Company or
such investment adviser) who, in connection with his or her regular
functions or duties, makes or participates in making recommendations
regarding the purchase or sale of securities by the Company.
(ii) any natural person who controls the Company or any investment
adviser to the Company and who obtains information concerning
recommendations made to the Company regarding the purchase or sale of
securities by the Company.
"Legal Compliance Officer" means Giovanni A. Urena or her successor
appointed by the Board of Directors.
"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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"Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered Security.
"Security held or to be acquired" means:
(i) any Covered Security which, within the most recent 15 days:
(A) is or has been held by the Company; or
(B) is being or has been considered by the Company or
any investment adviser to the Company for purchase by
the Company; and
(ii) any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered
Security described in paragraph (i) of this
definition.
The term "security" shall have the meaning set forth in
Section 2(a)(36) of the 1940 Act and shall include any note, stock, treasury
stock, bond, debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust certificate,
preorganization certificate or subscription, transferable share, investment
contract, voting trust certificate, certificate of deposit of a security,
fractional undivided interest in oil, gas, or other mineral rights, any put,
call straddle, option, or privilege on any security (including a certificate of
deposit) or any group or index of securities (including any interest therein or
based on the value thereof), or any put, call, straddle, option or privilege
entered into in a national securities exchange relating to a foreign currency,
or, in general, any interest or instrument commonly known as a "security", or
any certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or warrant or right to subscribe to
or purchase, any of the foregoing.
3. PROHIBITED TRANSACTIONS
The prohibitions described below will only apply to a
transaction in a Covered Security in which the designated person has, or by
reason of such transaction acquires, any direct or indirect beneficial
ownership.
A. BLACKOUT TRADING PERIODS - ACCESS PERSONS
No Access Person shall purchase or sell, directly or
indirectly, any Covered Security in which he has or by reason of such
transaction acquires, any direct or indirect beneficial ownership and which at
the time of such purchase or sale is being considered for purchase or sale by
the Company or is being purchased or sold by the Company before the expiration
of five business days during which the Company is considering the purchase or
sale or has a pending buy or sell order in that same Covered Security until that
order is executed or withdrawn. Any profits realized on trades within the
proscribed periods are required to be disgorged to the Company. A pending buy or
sell order exists when a decision to purchase or sell a Covered Security has
been made and communicated to the Legal Compliance Officer.
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B. BLACKOUT TRADING PERIODS - INVESTMENT PERSONNEL
No Investment Personnel shall engage in a purchase or sale,
directly or indirectly, of a Covered Security in which he or she has, or by
reason of such transaction acquires, any direct or indirect beneficial ownership
within seven (7) calendar days before and after the Company trades in that
Covered Security. Any profits realized on trades within the proscribed periods
are required to be disgorged to the Company.
C. BAN ON SHORT-TERM TRADING PROFITS
No Access Person may profit in the purchase and sale, or sale
and purchase, of the same (or equivalent) Covered Securities within 60 calendar
days if such Covered Securities are held by the Company. Any profits realized on
such short-term trades are required to be disgorged to the Company. The Legal
Compliance Officer may permit exceptions to this prohibition in writing on a
case by case basis when no abuse is involved and the circumstances of the
subject trade supports an exemption.
D. BAN ON SECURITIES PURCHASES OF AN INITIAL PUBLIC OFFERING
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Investment Personnel may not acquire, directly or indirectly,
any beneficial ownership in any securities in an initial public offering without
prior approval in writing from the Legal Compliance Officer or other person
designated by the Board of Directors. Furthermore, should written consent of the
Company be given, Access Persons are required to disclose such investment when
participating in the Company's subsequent consideration of an investment in such
issuer. In such circumstances, the Company decision to purchase securities of
the issuer should be subject to an independent review by Investment Personnel of
the Company with no personal interest in the issuer.
E. SECURITIES OFFERED IN A LIMITED OFFERING
Investment Personnel may not acquire, directly or indirectly,
any beneficial ownership in any securities in a limited offering without the
prior written consent of the Company's Legal Compliance Officer. Furthermore,
should written consent of the Company be given, Investment Personnel are
required to disclose such investment when participating in the Company
subsequent consideration of an investment in such issuer. In such circumstances,
the Company's decision to purchase securities of the issuer should be subject to
an independent review by Investment Personnel of the Company with no personal
interest in the issuer.
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4. EXEMPTED TRANSACTIONS
A. Subject to compliance with preclearance procedures in accordance
with Section 5 below, the prohibitions of Sections 3A, 3B and 3C of this Code
shall not apply to:
(i) Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or control,
or in any account of the Access Person which is managed on a
discretionary basis by a person other than such Access Person
and with respect to which such Access Person does not in fact
influence or control such transactions;
(ii) Purchases or sales of securities which are not eligible for
purchase or sale by the Company;
(iii) Purchases or sales which are nonvolitional on the part of
either the Access Person or the Company.
(iv) Purchases which are part of an automatic dividend reinvestment
plan;
(v) Purchases 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;
(v) Any equity securities transaction, or series of related
transactions, involving 500 shares or less in the aggregate,
if (i) the Access Person has no prior knowledge of
transactions in such security by the Company and (ii) if the
issuer has a market capitalization (outstanding shares
multiplied by the current price per share) greater than $1
billion;
(vii) Any fixed income securities transaction involving $10,000
principal amount or less, if the Access Person has no prior
knowledge of transactions in such securities by the Company;
and
(viii) All other transactions contemplated by Access Persons of the
Company which receive the prior approval of the Legal
Compliance Officer in accordance with the preclearance
procedures described in Section 5 below. Purchases or sales of
specific securities may receive the prior approval of the
Legal Compliance Officer because the Legal Compliance Officer
has determined that no abuse is involved and that such
purchases and sales would be very unlikely to have any
economic impact on the Company or on the Company's ability to
purchase or sell such securities.
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B. Notwithstanding Section 4A(viii), the prohibition in Section 3A
shall not apply to Disinterested Directors, unless a Disinterested Director, at
the time of a transaction, knew or, in the ordinary course of fulfilling his or
her official duties as a Director of the Company, should have known that the
Company had a pending buy or sell order in that same security, which order had
not yet been executed or withdrawn.
C. A transaction by Access Persons (other than Investment Personnel)
inadvertently effected during the period proscribed in Section 3A will not be
considered a violation of the Code and disgorgement will not be required so long
as the transaction was effected in accordance with the preclearance procedures
described in Section 5 and without prior knowledge of any trading by the
Company.
D. Notwithstanding Section 4A(viii), the prohibition in Section 3C
shall not apply to profits earned from transactions in securities which
securities are not the same (or equivalent) to those owned, shorted or in any
way traded by the Company during the 60-day period; provided, however, that if
the Legal Compliance Officer determines that a review of the Access Person's
reported personal securities transactions indicates an abusive pattern of
short-term trading, the Legal Compliance Officer may prohibit such Access Person
from profiting in the purchase and sale, or sale and purchase, of the same (or
equivalent) securities within 60 calendar days whether or not such security is
the same (or equivalent) to that owned, shorted or in any way traded by the
Company.
5. PRECLEARANCE
All Access Persons (other than Disinterested Directors) must
preclear with and receive prior approval from the Legal Compliance Officer
before purchasing or selling any Covered Security. All approved orders must be
executed by the close of business on the day preclearance is granted. If any
order is not timely executed, a request for preclearance must be resubmitted.
Disinterested Directors need not preclear their personal
investments in Covered Security unless a Disinterested Director knows, or in the
course of fulfilling his or her official duties as a Disinterested Director
should know, that, within the most recent 15 days, the Company has purchased or
sold, or considered for purchase or sale, such Covered Security or is proposing
to purchase or sell, directly or indirectly, any Covered Security in which the
Disinterested Director has, or by reason of such transaction would acquire, any
direct or indirect beneficial ownership.
6. REPORTING
A. (1). No later than 10 days after becoming an Access Person of the
Company or any investment adviser to the Company, and thereafter on an annual
basis as of December 31 of each year, Access Persons (other than Disinterested
Directors) will disclose:
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(i) the title, number of shares and principal amount of each
Covered Security in which the Access Person has any direct or
indirect beneficial ownership at the time such person became
an Access Person;
(ii) the name of any broker-dealer or bank with whom the Access
Person maintains an account in which any securities were held
for the direct or indirect benefit of the Access Person; and
(iii) the date that the such report is submitted by the Access
Person.
(2) On an annual basis Access Persons (other than Disinterested
Directors) will be sent a copy of the Company's statement of such Access
Person's personal securities accounts to verify its accuracy and make any
necessary additions or deletions. The report submitted to the Legal Compliance
Officer may contain a statement that the report shall not be construed as an
admission by the Access Person making such report that he or she has any direct
or indirect beneficial ownership in the security to which the report relates.
B. (1). All Access Persons (other than Disinterested Directors) shall
report to the Legal Compliance Officer no later than 10 days after the end of
each calendar quarter (including those calendar quarters in which no securities
transactions were effected) with respect to (A) any transaction during the
quarter in any Covered Security in which such Access Person has, or by reason of
such transaction acquires, any direct or beneficial ownership in the Covered
Security:
(i) the date of the transaction, title, interest rate and maturity
rate (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 of the Covered Security at which the transaction was
effected;
(iv) the nature of the broker, dealer or bank with or through which
the transaction was effected; and
(v) the date that the report is submitted by the Access Person;
and (B) with respect to any account established by the Access Person in
which any securities were held during the quarter for the direct or indirect
benefit of the Access Person:
(i) the name of each broker, dealer or bank with whom the Access
Person established the account;
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(ii) the date the account was established; and
(iii) the date that the report is submitted by the Access Person,
PROVIDED HOWEVER, that an Access Person shall not be required to make a
report under Sections 6A or 6B hereof with respect to any transaction effected
for any account over which such Access Person has no direct control or indirect
influence or control.
C. Whenever an Access Person recommends that the Company purchase or
sell a Covered Security, he or she shall disclose whether he or she presently
owns such security, or whether he or she is considering its purchase or sale.
D. All Disinterested Directors shall report to the Company's Legal
Compliance Officer, no later than 10 days after the end of the calendar quarter
in which the transaction to which the report relates was effected, the
information required in Sections 6A and 6B hereof with respect to any
transaction involving a Covered Security in which such Disinterested Director
has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership in such Covered Security and that such Disinterested
Director knew, or in the course of fulfilling his or her official duties as a
Director should have known, during the 15-day period immediately preceding or
after the date of the transaction by the Disinterested Director, to have been
purchased or sold by the Company or considered for purchase or sale by the
Company. With respect to those transactions executed through a broker, a
Disinterested Director of the Company may fulfill this requirement by directing
the broker(s) to transmit to the Legal Compliance Officer a duplicate of broker
trade confirmations of such transactions, and copies of the statements of such
brokerage accounts, whether existing currently or to be established in the
future if all the information required under Sections 6A and 6B is contained
within such broker trade confirmations and statements of accounts. The
transaction reports and/or duplicates should be addressed "Personal and
Confidential." Transactions effected for any account over which a Disinterested
Director does not have any direct or indirect influence or control, or which is
managed on a discretionary basis by a person other than the Disinterested
Director and with respect to which such Disinterested Director does not in fact
influence or control such transactions, need not be reported. Further,
transactions in securities which are not eligible for purchase or sale by the
Company of which such person is a Disinterested Director need not be reported.
E. All personal matters discussed with the Legal Compliance Officer and
all confirmations, account statements and personal investment reports shall be
kept in confidence, but will be available for inspection by the Boards of
Directors of the Company and any investment adviser to the Company for which
such person is an Access Person, and by the appropriate regulatory agencies.
F. All reports submitted to the Legal Compliance Officer pursuant to
this Section 6 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 security to which the report relates.
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7. ANNUAL CERTIFICATION
On an annual basis, Access Persons will be sent a copy of this
Code for their review. Access Persons will be asked to certify that they have
read and understand this Code and recognize that they are subject hereto. Access
Persons will be further asked to certify annually that they have complied with
the requirements of this Code and that they have disclosed or reported all
personal securities transactions required to be disclosed or reported pursuant
to this Code.
8. CONFIDENTIAL STATUS OF THE COMPANY'S PORTFOLIOS
The current portfolio positions of the Company managed,
advised and/or administered by an investment adviser to the Company and current
portfolio transactions, programs and analyses must be kept confidential.
If nonpublic information regarding the Company's portfolios
should become known to any Access Person, whether in the line of duty or
otherwise, he or she should not reveal it to anyone unless it is properly part
of his or her work to do so.
If anyone is asked about the Company's portfolios or whether a
security has been sold or bought, his or her reply should be that this is an
improper question and that this answer does not mean that the Company has
bought, sold or retained the particular security. Reference, however, may, of
course, be made to the latest published report of the Company's portfolios.
9. NONPUBLIC MATERIAL INFORMATION
From time to time the Legal Compliance Officer shall circulate
and discuss with Access Persons the latest administrative and judicial decisions
regarding the absolute prohibition against the use of nonpublic material
information, also known as "inside information." In view of the many forms in
which the subject can arise, the Legal Compliance Officer shall reiterate
periodically that a careful and conservative approach must prevail and no action
should be taken where "inside information" may be involved without a thorough
review by the Legal Compliance Officer.
Material inside information is any information about a company
or the market for the company's securities which has come directly or indirectly
from the company and which has not been disclosed generally to the marketplace,
the dissemination of which is likely to affect the market price of any of the
company's securities or is likely to be considered important by reasonable
investors, including reasonable speculative investors, in determining whether to
trade in such securities.
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Information should be presumed "material" if it relates to
such matters as dividend increases or decreases, earnings estimates, changes in
previously released earnings estimates, significant expansion or curtailment of
operations, a significant increase or decline of orders, significant merger or
acquisition proposals or agreements, significant new products or discoveries,
extraordinary borrowing, major litigation, liquidity problems, extraordinary
management developments, purchase or sale of substantial assets, etc.
"Inside information" is information that has not been publicly
disclosed. Information received about a company under circumstances which
indicate that it is not yet in general circulation and that such information may
be attributable, directly or indirectly, to the company (or its insiders) should
be deemed to be inside information.
Whenever an Access Person receives material information about
a company which he or she knows or has reason to believe is directly or
indirectly attributable to such company (or its insiders), the Access Person
must determine that the information is public before trading or recommending
trading on the basis of such information or before divulging such information to
any person who is not an employee of the Adviser or a party to the transaction.
As a rule, one should be able to point to some fact to show that the information
is generally available; for example, its announcement on the broad tape or by
REUTERS, THE WALL STREET JOURNAL or trade publications. If the Access Person has
any question at all as to whether the information is material or whether it is
inside and not public, he or she must resolve the question or questions before
trading, recommending trading or divulging the information. If any doubt at all
remains, the Access Person must consult with the Legal Compliance Officer.
10. GIFTS - INVESTMENT PERSONNEL
Investment Personnel shall not receive any gift or other thing
of more than DE MINIMIS value from any person or entity that does business with
or on behalf of the Company. For purposes of this Code, "more than DE MINIMIS
value" shall mean any gift in excess of a value of $100 per year.
11. SERVICES AS A DIRECTOR IN A PUBLICLY TRADED COMPANY
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Access Persons shall not serve on the boards of directors of
publicly traded companies, absent prior authorization by the Company's Board of
Directors, based upon a determination that the board service would be consistent
with the interests of the Company and its shareholders. When such authorization
is provided, the Investment Personnel serving as a director will be isolated
from making investment decisions with respect to the pertinent company through
"Chinese Wall" or other procedures.
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12. COMPLIANCE REVIEW
A. The Legal Compliance Officer will maintain a list of all Access
Persons, will provide each Access Person with a copy of this Code upon request,
and will notify each Access Person in writing that such person is an Access
Person. Once a person has been so identified, he or she shall continue to be an
Access Person until otherwise notified in writing by the Legal Compliance
Officer, provided however, if such person is an Access Person solely because he
or she is a Director, such person shall cease to be an Access Person at the time
such person ceases to be a Director.
B. The Legal Compliance Officer or his designate shall review all
personal holdings reports submitted by each Access Person, including
confirmations of personal securities transactions, to ensure that no trading has
taken place in violation of Rule 17j-1 or the Code. In addition, the Legal
Compliance Officer shall compare the reported personal securities transactions
with completed and contemplated portfolio transactions of the Fund to determine
whether a violation of this Code may have occurred. Before making any
determination that a violation has been committed by any person, the Legal
Compliance Officer shall give such person an opportunity to supply additional
information regarding the transaction in question. The Legal Compliance Officer
shall maintain a list of personnel responsible for reviewing transaction and
personal holdings reports.
13. SANCTIONS
Any violation of this Code shall be reported on a quarterly
basis to the Board of Directors of the Company or to any investment adviser to
the Company, as the case may be, in accordance with Section 14 of the Code. The
Board of Directors of the Company or such investment adviser, as the case may
be, may impose such sanctions as it deems appropriate, including INTER ALIA, a
letter of censure or suspension or termination of employment of the Access
Person or a request for disgorgement of any profits received from a securities
transaction done in violation of this Code.
14. BOARD OF DIRECTORS ANNUAL REVIEW
Annually, the Company's Board of Directors shall receive a
written report containing the following:
A. a copy of the existing Code of Ethics from the Legal
Compliance Officer;
B. a report completed by the Legal Compliance Officer identifying
any issues arising under the Code, including any material
violations of the Code during the past year and sanctions
imposed in response to such material violations of the Code;
C. A list of recommendations, if any, to change the existing Code
of Ethics based upon experience, evolving industry practices
or developments in applicable laws or regulations.
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15. FUND BOARD OF DIRECTORS ANNUAL APPROVAL
Annually, the Board of Directors, including a majority of the
Disinterested Directors of the Board, shall approve this Code and any material
changes to the Code. The Board of Directors shall approve any material change to
this Code no later than 6 months after the adoption of the material change,
provided however, that before approving this Code or any amendment to this Code
the Board shall have received a certification from the Company and any
investment adviser o the Company that is not subject to this Code that the
Company and the investment adviser have adopted procedures reasonably necessary
to prevent Access Persons of the Company or such investment adviser from
violating the Code.
16. PRINCIPAL UNDERWRITIER
At least annually, each principal underwriter of the Company must
submit a copy of their Code of Ethics to the Legal Compliance Officer, provided
however, that such copy shall not be required to be submitted, if the principal
underwriter is an affiliate of the Company or an investment adviser to the
Company that is subject to this Code or if any officer, director, or general
partner of the principal underwriter serves as an officer, director or general
partner of the Company or an investment adviser to the Company that is subject
to this Code.
17. RECORD KEEPING
This Code, a list of all persons required to make reports hereunder
from time to time, a copy of each report made by an Access Person hereunder, a
list of all persons responsible for reviewing the reports required hereunder, a
record of any decision and the reasons supporting the decision to approve any
acquisition or sale by Access Persons of securities in an IPO or limited
offering, each memorandum made by the Legal Compliance Officer hereunder and a
record of any violations hereof and any sanctions imposed in response to any
material violations of the Code shall be maintained by the Company as required
under the Rule.
Amended and Adopted
this 26th day of September, 2000
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