EUROPEAN INVESTORS INCORPORATED
E.I.I. REALTY SECURITIES, INC.
E.I.I. REALTY CORP.
E.I.I. CORPORATE FINANCE
CODE OF ETHICS (Adopted May 2000)
I. INTRODUCTION
High ethical standards are an essential ingredient not only for the success of
European Investors Holding Co., European Investors Incorporated, E.I.I. Realty
Securities Inc., E.I.I. Realty Corp. and E.I.I. Corporate Finance (which are
hereinafter referred to as the "Firm" collectively), but also to maintain the
confidence of investors. There is a long-standing recognition of the conflicts
of interest that potentially arise in connection with the personal trading
activities of investment personnel. Federal and state securities laws govern the
conduct of individuals associated with investment advisers and registered
investment companies. Such entities are required to adopt a Code of Ethics
containing provisions designed to prevent improper personal trading by their
personnel.
Further, the Firm has a fiduciary duty to its clients and registered investment
company shareholders (which are hereinafter referred to as "clients"
collectively) which requires employees to act solely for the benefit of clients.
Our own long-term business interests are best served by adherence to the
principle that clients' interests come first. It is in the best interests of
this Firm as a professional advisory organization to avoid potential conflicts
of interests, or even the appearance of such conflicts.
Because of the nature of our business, employees may be exposed to information
which constitutes "inside information" or material, non-public information.
Federal securities law proscribes the use of such information for financial
benefit.
Our goal is to impose as few restrictions as possible consistent with protecting
the Firm, our clients and you from the damage that could result from a violation
of the securities laws or from real or apparent conflicts of interest. While it
is impossible to define all situations which might pose such a risk, this Code
of Ethics is designed to address those circumstances where such risks are likely
to arise.
Adherence to the Code of Ethics and the related restrictions on personal
investing is considered a basic condition of employment by the Firm. If you have
any doubt as to the propriety of any activity, you should consult with a member
of the Compliance Committee.
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II. APPLICABILITY OF CODE OF ETHICS
This Code of Ethics shall apply to employees, officers and directors of the Firm
who meet the definition of "access persons" as defined by the Investment Company
Act. "Access person" is defined by the Act as any person who, in connection with
his or her regular duties or function makes, participates in, or obtains
information regarding the purchase or sale of a security by a registered
investment company, or whose function relates to the making of any
recommendations with respect to such purchases.
This definition includes those directors, officers, portfolio managers,
analysts, traders, portfolio accountants and others who, because of the nature
of their duties, possess information regarding the securities that client
accounts will purchase or sell. A list of all "access persons" will be
maintained by the Compliance Committee, and the Committee will advise such
persons of their special responsibilities by providing them with a copy of this
Code of Ethics.
III. THE INVESTMENT ADVISORS ACT AND THE INVESTMENT COMPANY ACT
Section 206 of the Investment Advisors Act prohibits "any transaction, practice,
or course of business which operates as a fraud or deceit upon my client or
prospective client". The Investment Company Act includes similar prohibitions
for the protection of mutual fund investors; the actual text of Rule 17j-1,
pursuant to which this Code of Ethics is adopted, is attached as Exhibit A. All
"access persons" are required to familiarize themselves with this Code of
Ethics, including the Rule, and to so acknowledge by executing the
Acknowledgement Form (attached) upon commencement of employment, and annually
thereafter.
IV. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
Personal investment activities of all "access persons" employed by this Firm
must remain within the parameters set forth below. "Personal investment
activities" are those involving any securities in which the access person has a
"beneficial interest", as defined in Exhibit B.
(a) Prohibition on Acquiring Securities in an Initial Public ("IPO") Within
30 days of the Initial Offering. In some cases, the opportunity to
invest in an IPO is highly sought after and these opportunities are
often available only to a limited number of investors. Purchase of
IPO's by investment personnel pose two potential conflicts of interest.
First, an opportunity for investment personnel to participate in a "hot
issue" or other attractive IPO is not likely to be viewed as a random
event. It may also create the impression that future investment
decisions for clients were pursued for reasons other than because they
were in the best interest of the clients. Second, the realization of
any short-term profits may create at least the appearance that an
investment opportunity that should have been available to clients was
diverted to the personal benefit of an individual employee. The firm
believes that restricting the purchase of a security in an IPO to after
30 days of the offering will reduce these potential conflicts.
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(b) Prior Approval for Participation in any Private Placement. Press
accounts have alleged that emerging companies court portfolio managers
through private placements in order to encourage managers to have their
clients invest in the company when it later undertakes an IPO. This
produces a direct conflict since the client's investment may result in
an increase in value of the company's securities and thus an increase
in value of the employee's personal holdings. The Firm recognizes that
most private placements will not raise such conflicts and a complete
ban on such investments would restrict many legitimate investment
opportunities. Therefore, acquisitions of securities in a private
placement will be subject to a process of prior review. Further, any
"access person" who takes a position in a private placement is under an
affirmative obligation to disclose that position if the employee plays
a material role in a client's investment decision regarding the same
issuer. Once this disclosure is made, a review of the client's
investment will be undertaken by the investment personnel with no
personal interest in that particular issuer. This process will
accommodate personal investments but provide scrutiny where there is a
potential conflict.
(c) Blackout Periods For Trading in the Same Security as a Client. All
"access persons" are prohibited from buying or selling a security or a
derivative thereof, such as an option or warrant, within one (1)
calendar days before and after any client trades in that security. The
blackout period before a client trades is aimed at preventing "front
running". The blackout period after a client trades is designed to
allow a dissipation of the market effect of the client's trade before
the "access person" trades.
There may be some circumstances where exceptions to this restriction
will be allowed and may not require pre-clearance. Any such requests
will be reviewed on an individual basis by the Compliance Committee.
(d) Pre-Clearance of Personal Securities Transactions. "Access persons"
will be required to pre-clear applicable personal securities
transactions, including purchases, sales and gifts, through those
individuals designated by the Compliance Committee. (This procedure is
intended to prevent an unwitting violation of the Blackout Period.) To
obtain pre-clearance, an "access person" should direct a request in
writing or by e-mail to Samuel R. Karetsky or, in his absence Alan
Benasuli, David O'Connor or Richard Adler or, in their absence, Alissa
R. Fox, indicating the details of the proposed trade, including
security, and type of transaction. Unless the security is currently
subject to a Blackout Period, or the proposed transaction potentially
conflicts with another provision of the Code of Ethics, the request
will be promptly approved by return e-mail. Approvals are valid for ten
(10) days. If the proposed transaction has not been acted upon within
the 10-day time frame, a new request for approval must be submitted. A
hard copy of the request and approval will be placed in the employee's
compliance file.
(e) Duplicate Copies of Broker's Confirmations to Firm. All "access
persons" are required to direct their brokers to supply duplicate
copies of confirmations of all personal securities transactions to the
Firm. The transactions reported on the Brokers Confirmations will be
reviewed and compared against approved pre-clearance reports, and will
allow the Firm to ensure the effectiveness of its compliance efforts.
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(f) Disclosure of Personal Holdings and Quarterly Transactions. Upon
commencement of employment, or within 10 days of becoming an access
person, all "access persons" are required to submit information on
their personal securities holdings, substantially in the form of the
Disclosure of Personal Holdings Form Exhibit C. This Disclosure is to
be updated on an annual basis no later than 10 calendar days after
December 31 of each year in substantially the form as Exhibit D for all
"access persons" employed by the firm as of January 1st of each year. A
December year-end copy of all applicable brokerage statements is also
acceptable. This Disclosure will ensure that confirmations for all
transactions are being sent to the Firm. It will also capture certain
investments (i.e. private placements) that would not be reflected in
traditional broker-dealer accounts or statements.
Statements listing all reportable securities transactions during the
preceding calendar quarter must be submitted by all "access persons" on
a Personal Trading Activity Form (Exhibit E) on or before the 10th day
of January, April, July and October.
(g) Exempted Transactions.
The following transactions are specifically exempted from coverage by
this Code of Ethics:
(I) Transactions in securities issued by the Government of the
United States.
(II) Transactions in shares of open-end investment companies.
(III) Transactions involving bank certificates of deposit.
(IV) Transactions effected in any account over which the "access
person" has no direct or indirect influence or control (i.e.,
blind trust, discretionary account or Trust managed by a third
party).
(V) Transactions which are part of an automatic dividend
reinvestment plan.
The following transactions are specifically exempted from the
pre-clearance requirements as indicated in Section IV (d) of this Code
of Ethics, but must be reported in the Disclosure of Quarterly
Transactions:
(I) Transactions involving no more than 1000 shares of an equity
security or $50,000 face amount of a debt security; provided
that the issuer of the equity security has a market
capitalization at the time of the transaction of at least $1
billion, or the issuer of a debt security has at least $100
million in debt securities of the same general type and
quality outstanding and not in default
(II) Transactions in repurchase agreements
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(III) Transactions in employee stock ownership plan of stock
(IV) Purchases or sales which are non-volitional on the part of
either the "access person", including purchases or sales upon
exercise of puts or calls written by the "access person" and
sales from a margin account pursuant to a bona fide margin
call.
(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.
The following transactions require pre-clearance as indicated in
Section IV (d) of this Code of Ethics, and must be reported in the
Disclosure of Quarterly Transactions:
(I) Transactions involving equity and debt securities unless
otherwise exempted from pre-clearance procedures, or coverage
by this Code of Ethics.
(II) Transactions in currency futures, U.S. treasury futures,
Eurodollar futures, physical commodity futures (e.g.,
contracts for the future delivery of grain, livestock, fiber
or metals), futures contracts to acquire fixed income
securities issued
(III) Transactions in interests in Securities comprising part of a
broad-based, publicly traded market basket or index of stocks,
approved for trading by the appropriate regulatory authority
(IV) Investments in private placements (see Section IV (b) of this
Code of Ethics)
Such transactions, must be pre-cleared in writing by the
Compliance Officer and must be based on circumstances where
the Compliance Officer finds that the transaction is
appropriate and consistent with the purposes and policies of
this Code, is not in conflict with the interest of our clients
and is in compliance with applicable law. The Compliance
Committee or Compliance Officer reserve the right to make
exceptions to these restrictions based on individual
circumstances.
OTHER RESTRICTIONS
(a) Duty of Confidentiality. All "access persons" must keep confidential
information concerning a decision to purchase or sell a security on
behalf of clients during the entire period from the time a security is
determined to be the probable subject of an investment decision until
the later of (i) the completion of the buying or selling program for
client accounts or (ii) a determination that the security is no longer
the probable subject of an investment decision. Advance
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information concerning investment decisions (or probable investment
decisions) must not be disclosed except in the necessary and proper
discharge of one's responsibilities to the Firm and its clients.
(b) Service as a Director. All "access persons" are prohibited from serving
on the boards of directors of any publicly traded company absent prior
authorization. Authorization will be based upon determination that the
board service would be consistent with the interests of the Firm and
its clients. This restriction does not apply to service on the board of
any not-for-profit corporation or organization.
(c) Gifts. All "access persons" are prohibited from accepting or giving any
gift of more than de minimis value from any individual doing business
with or on behalf of a client to which the Firm acts as adviser. For
the purpose of this Code of Ethics "de minimis value" is defined as
$150.00. Business meals and entertainment are excluded from the
definition of "gift".
V. INSIDER TRADING POLICY
Court and SEC administrative decisions interpreting the anti-fraud provisions of
the federal securities laws generally make it unlawful for any person to trade
securities for themselves or their clients while in possession of material
nonpublic information or selectively to disclose such information to others who
may trade. Violation of theses provisions may result in civil and criminal
penalties, including fines and jail sentences, as well as dismissal by the Firm.
Although there are exceptions to these prohibitions, these exceptions are
limited.
"Nonpublic" information is any information that has not been disclosed generally
to the marketplace. Information received about a company that is not yet in
general circulation should be considered nonpublic. Similarly, information
received about another company in circumstances indicating that it is not yet in
general circulation should be considered nonpublic. As a general rule, one
should be able to point to some fact to show that the information is widely
available; for example its publication in The Wall Street Journal or in other
major news publications or media. Even after XYZ company has released
information to the press and the information has been reported, at least 24
hours must be allowed for the general marketplace to learn of and evaluate that
information before you trade in XYZ securities.
"Material" information is any information about a company or the market for the
company's securities that is likely to be considered important by reasonable
investors, including reasonable speculative investors, in determining whether to
trade. Information that affects the price of the company's securities is likely
to be deemed material.
While it is not possible to identify in advance all information that will be
deemed to be material, some illustrations of such information would include
earnings, dividend actions, mergers and acquisitions, major discoveries, major
news products, significant advance in research, major personnel changes, labor
negotiations, price change or major marketing changes, government
investigations, or significant litigation.
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Material nonpublic information might be inadvertently disclosed to you by a
company director, officer or employee. It also might be disclosed to you by
persons with business relationships with the company, such as its investment
banker. In such a case, you should immediately report the facts to the Chairman
of the Compliance Committee or a member of the committee in his absence for a
decision regarding appropriate steps.
In addition, whenever you receive information about a company, you should
refrain from trading while in possession of that information unless you first
determine that the information is either public, non-material, or both. You
should also refrain from disclosing the information to others, such as family,
relatives, business, or social acquaintances, who do not need to know it for
legitimate business reasons. If you have any questions at all as to whether the
information is material and nonpublic, you must resolve the question or
questions before trading, recommending at trade, or divulging the information.
If any doubt at all remains, you should consult the Compliance Committee.
If there is any unresolved question in your mind as to the applicability or
interpretation of these standards or the propriety of any trading or disclosure,
the issue should be discussed with a member of the Compliance Committee prior to
trading or disclosure of the information.
VI. OVERSIGHT OF CODE OF ETHICS
A Compliance Committee, comprising Samuel R. Karetsky (Chairman), Alan Benasuli,
Richard J. Adler and David P. O'Connor will oversee compliance with this Code of
Ethics. Alissa R. Fox and Sheryl McCafferty will be responsible for collecting
reports and maintaining the records of the Committee.
The Compliance Committee shall review all reports made to it and upon
determining that a violation of this Code of Ethics has occurred, may impose
such sanctions or remedial action, as it deems appropriate. These sanctions may
include, among other things, suspension or termination of employment with the
Firm.
VII. RECORDKEEPING
The Firm will maintain the following records and make them available to the SEC:
(1) A copy of the current Code of Ethics and prior versions within
the past five years.
(2) A record of any violation of the Code of Ethics, and of any
action taken as a result of the violation in the last five
years.
(3) A copy of each Initial Holdings Report, Annual Holdings
Report, Confirmation Statements and Quarterly Transactions
Report made by an access person in the last five years or date
of hire, whichever is more recent, shall be maintained in a
locked cabinet.
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(4) A list of all persons who are, or within the past five years
have been required to make reports or who were responsible for
reviewing these reports must be maintained in an easily
accessible place.
(5) All approvals of limited offerings for the past five years as
of the end of the fiscal year in which approval was granted.
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VIII. REPORTING
(1) At least annually, the Compliance Committee shall furnish to
the Board of Trustees of the E.I.I. Realty Securities Fund a
written report that:
Describes any issues arising under this Code of Ethics or
procedures adopted in furtherance thereof, including but not
limited to, any information about material violations of this
Code of Ethics, procedures adopted in furtherance thereof, and
sanctions impose in response to such material violations; and
Certifies that the Company has adopted procedures reasonably
necessary to prevent Access Persons from violating this Code
of Ethics.
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EXHIBIT A
TEXT OF RULE 17J-1 OF THE INVESTMENT COMPANY ACT
The purpose of this Code of Ethics is to provide consistent guidance with the
Investment Company Act and more specifically Rule 17j-1, the purpose of which is
to prevent affiliated persons of the registered investment company or principal
underwriter for a registered investment company, or any affiliated person of any
investment adviser of or principal underwriter for a registered investment
company in connection with the purchase or sale, directly or indirectly, by such
person of a security held or to be acquired by the registered investment company
from:
(1) Employing any device, scheme or artifice to defraud such
registered investment company;
(2) Making untrue statements of a material fact to such registered
investment company or omitting to state to such registered
investment company a material fact necessary in order to make
the statements made in light of the circumstances under which
they are made, not misleading;
(3) Engaging in any act, practice, or course of business that
operates or would operate as a fraud or deceit upon any such
registered investment company; or
(4) Engaging in any manipulative practice with respect to such
registered investment company.
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EXHIBIT B
DEFINITION OF "BENEFICIAL INTEREST"
For purposes of this Code of Ethics, persons associated with European Investors
Holding Company and its subsidiaries, will be deemed to have a beneficial
interest in securities owned directly (including ownership through a nominee)
and, in addition, securities which are:
(a) held in the name of another person, if by reason of any contract,
understanding, relationship, agreement or other arrangement the
reporting person obtains benefits substantially equivalent to those of
ownership (e.g., the ability to exercise a controlling influence over
the purchase, sale or voting of such securities or the application of
the income derived from such securities to maintain a common home or to
meet expenses which the reporting person otherwise would meet from
other resources);
(b) held in the name of (i) a spouse and a minor children or (ii) any
relative, including any relative of the reporting person's spouse, who
shares the same home as the reporting person, absent special
circumstances indicating that the reporting person does not obtain
benefits substantially equivalent to those of ownership;
(c) held in trust for the benefit of any of the persons described in
paragraph (b) above;
(d) held in the name of a spouse, minor children, or other person, even
though benefits substantially equivalent to ownership are not obtained,
if the reporting person can vest or revest title in himself at once or
at some future time;
(e) held by any partnership, closely-held corporation, trust or estate, to
the extent of the reporting person's interest therein; or
(f) held by the reporting person as trustee where either such person or
members of his immediate family have a vested interest in the outcome
or corpus of the trust, or as a settlor of a revocable trust.
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EXHIBIT C
EUROPEAN INVESTORS HOLDING CO.
EUROPEAN INVESTORS INCORPORATED
E.I.I. REALTY SECURITIES, INC.
INITIAL ASSET CERTIFICATION OF ACCESS PERSONS
Instructions:
1. You must list each Covered Security in which you have Beneficial
Ownership, that you hold. Use additional sheets if necessary
2. You must complete and sign this certification whether or not you or
your broker sends statements directly to the Compliance Officer.
<TABLE>
<CAPTION>
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Broker, Dealer or Other
Party Through Whom Transaction
Number of Shares or Registration on Nature of Was Made or With Whom Account
Name of Security Principal Amount Security or Account Interest Securities Are Held Number
<S> <C> <C> <C> <C> <C>
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Certifications: I hereby certify that:
1. The securities listed above reflect all the Covered Securities in which
I have Beneficial Ownership as of the date listed above.
2. I have read the Code of Ethics and certify that I am in compliance with
it.
Date:_____________ Signature: _______________________ Name:____________________
NOTE: COPIES OF THE MOST RECENT BROKERAGE STATEMENTS MAY BE ATTACHED TO THIS
SIGNED REPORT IN LIEU OF THE LIST OF SECURITIES.
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EXHIBIT D
EUROPEAN INVESTORS HOLDING CO.
EUROPEAN INVESTORS INCORPORATED
E.I.I. REALTY SECURITIES, INC.
ANNUAL ASSET CERTIFICATION OF ACCESS PERSONS
For the Year Ended __________
Instructions:
1. You must list each Covered Security in which you have Beneficial
Ownership, that you hold at the end of the year indicated above. Use
additional sheets if necessary.
2. Write "none" if you own no Covered Securities at year end.
3. You must complete and sign this form for annual certification whether
or not you or your broker sends statements directly to the Compliance
Officer.
<TABLE>
<CAPTION>
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Broker, Dealer or Other
Party Through Whom Transaction
Number of Shares and Registration on Nature of Was Made or With Whom Account
Name of Security Principal Amount Security or Account Interest Securities Are Held Number
<S> <C> <C> <C> <C> <C>
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Certifications: I hereby certify that:
1. The securities listed above reflect all the Covered Securities in which
I have Beneficial Ownership at the end of the period.
2. I have read the Code of Ethics and certify that I am in compliance with
it.
Date:_____________ Signature: _______________________ Name:____________________
NOTE: COPIES OF THE MOST RECENT BROKERAGE STATEMENTS MAY BE ATTACHED TO THIS
SIGNED REPORT IN LIEU OF THE LIST OF SECURITIES.
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EXHIBIT E
EUROPEAN INVESTORS HOLDING CO.
EUROPEAN INVESTORS INCORPORATED
E.I.I. REALTY SECURITIES, INC.
QUARTERLY SECURITIES TRANSACTION REPORT
For the Calendar Quarter Ended __________
Instructions
1. List all transactions in Covered Securities in any account in which you
have Beneficial Ownership. Use additional sheets if necessary.
2. Write "none" if you have had no transactions in Covered Securities
during the quarter .
3. If those monthly brokerage statements disclose the required information
with respect to all Covered Securities in which you have Beneficial
Ownership, you need not file this form unless you have established a
new account during the quarter.
<TABLE>
<CAPTION>
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Transaction Purchase or No. of Shares or Broker, Dealer or Other Party Through Whom
Name of Security Date Sale Principal Amount Price Transaction Was Made
<S> <C> <C> <C> <C> <C>
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New Accounts: Complete the following information if you have opened a new
securities account during the quarter. Transactions in securities should be
listed above.
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Name and Mailing Address of
Institution With Whom Account
Title of Account Was Established Account Number
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I certify that the information provided above is correct.
Date:_____________ Signature: _______________________ Name:____________________
NOTE: COPIES OF YOUR MONTHLY BROKERAGE STATEMENTS MAY BE ATTACHED TO THIS
SIGNED REPORT IN LIEU OF THE LIST OF SECURITIES.
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EXHIBIT F
ACKNOWLEDGEMENT (FOR "ACCESS PERSONS")
I hereby acknowledge receipt of the Firm's Code of Ethics and certify
that I have read it and agree to abide by it. I also confirm that I have
instructed all brokerage houses where I maintain an account to supply duplicate
copies of my transaction confirmations to European Investors., Attn: Compliance
Officer. I hereby certify that I have never been found civilly liable for or
criminally guilty of insider trading and that no legal proceedings alleging that
I have violated the law on insider trading are now pending, to my knowledge,
threatened by any person or authority.
Date: __________ ____________________
(Signature)
____________________
(Print Name)
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INSTRUCTIONS:
DUPLICATE COPIES OF CONFIRMATIONS FORM
COMPLETE THIS FORM FOR EACH
BROKERAGE FIRM, INVESTMENT ADVISER, BANK OR OTHER FINANCIAL INSTITUTION
AT WHICH YOU
MAINTAIN AN ACCOUNT,
HAVE AN INTEREST IN AN ACCOUNT,
OR EXERCISE INVESTMENT CONTROL OVER AN ACCOUNT.
Please type or print the information requested.
1. Broker/Institution's Name and Mailing Address: List the name and
mailing address of each brokerage firm, investment adviser, bank, or
other financial institution maintaining the account.
2. Your name.
3. Account Title and Number: List the complete account title and number
for your own securities accounts as well as those accounts in which you
have a beneficial interest or over which you exercise investment
control.
4. Employee's Signature. Sign the form and mail it to the broker or other
financial institution.
5. Print your name and address.
Mail this completed form to the broker or other financial institution.
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EXHIBIT G
DUPLICATE COPIES OF CONFIRMATIONS
1.
To:___________________________
2.
From:_____________________________
Dear Sir or Madam:
I am an employee of European Investors Incorporated. Please arrange for
duplicate copies of confirmations concerning my accounts to be sent directly to:
Compliance Officer,
European Investors Inc.
667 Madison Avenue, 16th Floor
New York, NY 10021
I maintain, have an interest in, or exercise investment control over, the
3.
following accounts at your institution:
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Account Title Account Number
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Dated: ____________
4.
Employee Signature:______________________________
5.
Name & Address: ______________________________
______________________________
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