THE MILLENNIUM FUNDS, INC.
CODE OF ETHICS
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1. STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics (the "Code") expresses the policy and
procedures of Millennium Capital Advisors, Inc., its affiliates and subsidiaries
(the "Adviser") and The Millennium Funds, Inc. (the "Fund"), 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 Fund.
Investment company personnel must at all levels act as fiduciaries, and as such
must place the interests of the shareholders of the Fund 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 Fund.
This Code is adopted pursuant to Rule 17j-1 (the "Rule") of
the Investment Company Act of 1940 (the "1940 Act") which makes it unlawful for
any affiliated person of the Fund, or any affiliated person of the Adviser, 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 Fund:
(i) to employ any device, scheme or artifice to defraud the
Fund;
(ii) to make any untrue statement of a material fact to the
Fund or omit to state a material fact necessary in order to make the
statements made to the Fund, 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 Fund; or
(iv) to engage in any manipulative practice with respect to
the Fund.
In compliance with paragraph (c)(1) of the Rule, this Code has
been adopted and approved by the Board of Directors of the Fund, 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 Fund or the Adviser 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.
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2. DEFINITIONS
"Access Person" means (i) any trustee, director, officer, general
partner or Advisory Person (as defined below) of the Fund or the Adviser, or
(ii) any trustee, director, officer or general partner of a principal
underwriter of the Fund 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 Fund 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 Fund
regarding the purchase or sale of Covered Securities or (iii) notwithstanding
the provisions of clause (i) above with respect to the Adviser, where the
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 the Adviser who, with respect to the Fund, 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 Fund or who, in connection with his
or her duties, obtains any information concerning Covered Securities
recommendations being made by the Adviser.
"Advisory Person" means
(i) any employee of the Fund or the Adviser (or of any company
in a control relationship to the Fund or 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 Covered Securities by the Fund or whose functions relate to any
recommendations with respect to such purchases or sales and any natural
person in a control relationship with the Fund or the Adviser who
obtains information regarding the purchase or sale of Covered
Securities;
(ii) any natural person who controls the Fund or the Adviser
and who obtains information (other than publicly available information)
concerning recommendations made to the Fund with regard to the purchase
or sale of Covered Securities.
"Access Persons" and "Advisory Persons" shall not include any
individual who is required to and does file quarterly reports with any
administrator or the principal underwriter of the Fund 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 designated compliance officer
of the Funds and the 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 Directors of any violation of
such entity's code of ethics upon actual knowledge by such compliance officer
that a violation had occurred. The designated Compliance Officers 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.
Notwithstanding anything herein to the contrary, the designated compliance
officer of the Adviser shall have the sole responsibility for monitoring
compliance of any Access Person or Advisory Person of the Fund who is also an
Access Person or Advisor Person of the Adviser.
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"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)
hereof 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 Fund or Access Person of the
Fund 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 Fund 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:
(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;
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(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" shall have the same meaning as set forth in Section 2(a)(9)
of the 1940 Act.
"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
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(iii) Shares issued by open-end funds.
"Disinterested Director" of the Fund shall mean a director
thereof who is not an "interested person" of the Fund 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 Fund or the Adviser (or of any company
in a control relationship to the Fund or 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 Fund.
(ii) any natural person who controls the Fund or the Adviser
and who obtains information concerning recommendations made to the Fund
regarding the purchase or sale of securities by the Fund.
"Compliance Officers" means Cynthia Parrish with respect to
the Fund and Lisa DeAlba with respect to the Adviser or their respective
successors as appointed and/or approved 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
"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 Fund; or
(B) is being or has been considered by the Fund or the Adviser
for purchase by the Fund; and
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(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 or Affiliate 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 Fund or is being purchased or sold by the Fund before the expiration of five
business days during which the Fund 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 Fund. A pending buy or sell order
exists when a decision to purchase or sell a Covered Security has been made and
communicated to the designated Compliance Officer.
B. BLACKOUT TRADING PERIODS - INVESTMENT PERSONNEL
No Investment Personnel or Affiliate 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 Fund
trades in that Covered Security. Any profits realized on trades within the
proscribed periods are required to be disgorged to the Fund.
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C. BAN ON SHORT-TERM TRADING PROFITS
No Access Person or Affiliate 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 Fund. Any
profits realized on such short-term trades are required to be disgorged to the
Fund. The Fund's 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
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 designated Compliance Officer of the Adviser
or other person designated by the Board of Directors. Furthermore, should
written consent be given, Investment Personnel are required to disclose such
investment when participating in the Fund's subsequent consideration of an
investment in such issuer. In such circumstances, the Fund's decision to
purchase securities of the issuer should be subject to an independent review by
Investment Personnel of the Fund 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 designated Compliance Officer of the Adviser.
Furthermore, should written consent be given, Investment Personnel are required
to disclose such investment when participating in the Fund's subsequent
consideration of an investment in such issuer. In such circumstances, the Fund's
decision to purchase securities of the issuer should be subject to an
independent review by Investment Personnel of the Fund with no personal interest
in the issuer.
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 Fund;
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(iii) Purchases or sales which are nonvolitional on the part
of either the Access Person or the Fund.
(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 Fund 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 Fund; and
(viii) All other transactions contemplated by Access Persons
of the Fund which receive the prior approval of the designated
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 designated Compliance Officer
because the designated 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 Fund or on the Fund's ability to
purchase or sell such securities.
B. 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 Fund, should have known that the Fund 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 Fund trading.
D. 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 Fund during the 60-day period;
provided, however, that if the designatedCompliance Officer determines that a
review of the Access Person's reported personal securities transactions
indicates an abusive pattern of short-term trading, the designated 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 Fund.
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5. PRECLEARANCE
All Access Persons (other than Disinterested Directors) must
preclear with and receive prior approval from the designated 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 Fund 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
Fund or the Adviser, and thereafter on an annual basis as of December 31 of each
year, Access Persons (other than Disinterested Directors) will disclose to the
designated Compliance Officer:
(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 Fund'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 designated 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.
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B. (1). All Access Persons (other than Disinterested Directors) shall
report to the designated 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;
(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 Fund 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.
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D. All Disinterested Directors shall report to the Fund's designated
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, was purchased
or sold by the Fund or considered for purchase or sale by the Fund. With respect
to those transactions executed through a broker, a Disinterested Director of the
Fund may fulfill this requirement by directing the broker(s) to transmit to the
designated 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 Fund of which such person is a
Disinterested Director need not be reported.
E. All personal matters discussed with the designated 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 Fund and the Adviser for which such person is an
Access Person, and by the appropriate regulatory agencies.
F. All reports submitted to the designated 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.
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 FUND'S PORTFOLIO
The current portfolio positions of the Fund managed, advised
and/or administered by the Adviser and current portfolio transactions, programs
and analyses must be kept confidential.
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If nonpublic information regarding the Fund's portfolio 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 Fund's portfolio 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 Fund has bought,
sold or retained the particular security. Reference, however, may, of course, be
made to the latest published report of the Fund's portfolio.
9. NONPUBLIC MATERIAL INFORMATION
From time to time the Adviser has circulated and discussed
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 Adviser must reiterate 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 designated 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.
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 designated Compliance Officer.
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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 Fund. 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
Access Persons shall not serve on the boards of directors of
publicly traded companies, absent prior authorization by the Fund's Board of
Directors, based upon a determination that the board service would be consistent
with the interests of the Fund 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.
12. COMPLIANCE REVIEW
A. The designated 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 designated 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 designated Compliance Officers or their respective designees
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
designated 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
designated Compliance Officer shall give such person an opportunity to supply
additional information regarding the transaction in question. The designated
Compliance Officer shall maintain a list of personnel responsible for reviewing
transaction and personal holdings reports.
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13. SANCTIONS
Any violation of this Code shall be reported on a quarterly
basis to the Board of Directors of the Fund or the Adviser, as the case may be,
in accordance with Section 14 of the Code. The Board of Directors of the Fund or
the 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 Fund's Board of Directors shall receive a
written report containing the following:
A. a copy of the existing Code of Ethics;
B. a report completed by the designated 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.
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 Fund and Adviser that the
Fund and the Adviser have adopted procedures reasonably necessary to prevent
Access Persons of the Fund or the Adviser from violating the Code.
16. EXEMPTION FOR PRINCIPAL UNDERWRITER
Notwithstanding the express provisions of this Code, SEI Investments
Distribution Co., in its capacity as principal underwriter of the Fund, and each
officer, director or general partner thereof, shall be exempt from the reporting
requirements provided for herein with respect to Access Persons and/or their
Affiliates of the Fund on the condition that, at least annually, the Board shall
have received certification from SEI Investments Distribution Co. that it has
(i) adopted or approved the continuation of its code of ethics, substantially in
the form that was provided to its Board of Directors, and (ii) reported to the
Fund's Board of Directors any violation of its code of ethics upon actual
knowledge that a violation had occurred.
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17. RECORDKEEPING
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 designated 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 Fund as required
under the Rule.
Amended and Adopted
this __ day of __________, 2000
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