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Exhibit (P)(8)
ING INVESTMENT MANAGEMENT LLC
CODE OF ETHICS
A. EQUI-SELECT SERIES AND GCG TRUSTS LLC CODE OF ETHICS.
This Code of Ethics (the "Code") is adopted by ING Investment
Management LLC in its capacity as a portfolio manager or subadvisor of certain
funds (which each individually is referred to as a "Portfolio") of the
Equi-Select Series Trust or GCG Trust, both registered investment companies
(each individually referred to as "Trust"), as delegated by Directed Services,
Inc., successor to Equitable Investment Services, Inc. ("Adviser"), all pursuant
to Rule 17j-1 promulgated by the Securities and Exchange Commission (the "Rule")
under the Investment Company Act of 1940.
B. STATEMENT OF GENERAL PRINCIPLES.
This Code is adopted in recognition of the general fiduciary principles
that govern personal investment activities of all individuals associated with
the Trust and Portfolio.
It is the duty at all times to place the interest of Portfolio
shareholders first. Priority must be given to Portfolio trades over personal
securities trades.
All personal securities transactions must be conducted consistent with
this Code and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of an individual's position of trust and responsibility.
Individuals should not take advantage of their positions.
C. GENERAL PROHIBITIONS.
No individual associated with the Trust or Portfolio, or the adviser in
connection with the purchase or sale, directly or indirectly, by such person of
a security held or to be acquired by such Trust or Portfolio, shall:
- Employ any device, scheme or artifice to defraud such Trust
Portfolio;
- Make to such Trust or Portfolio any untrue statement of a
material fact or omit to state to such Trust Portfolio a
material fact necessary in order to make the statements made,
in light of the circumstances under which they are made, not
misleading;
- Engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any such
Trust or Portfolio;
- Engage in any manipulative practice with respect to such Trust
or Portfolio;
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- Engage in any transaction in a security while in possession of
material non-public information regarding the security or the
issuer of the security; or
- Engage in any transaction intended to raise, lower, or
maintain the price of any security or to create a false
appearance of active trading.
D. DEFINITIONS.
The following words have the following meanings, regardless of whether
such terms are capitalized or not in this Code:
Access Person - all Trustees, Directors, Officers, Advisory Persons of
the Portfolio or Adviser.
Advisory Person - any employee of the Portfolio or Adviser, (or of any
company in a control relationship to the Portfolio, 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 a security by the Portfolio, or whose functions relate to the making
of any recommendations with respect to such purchases or sales.
Beneficial Interest - a person has a beneficial interest in an account
in which he or she may profit or share in the profit from transactions.
Without limiting the foregoing, a person has a beneficial interest when
the securities in the account are held:
- In his or her name;
- In his or her name as trustee for himself or herself or for
his or her Immediate Family;
- In his or her name as trustee for himself or herself or for
his or her Immediate Family;
- In a trust in which he or she has a beneficial interest or is
the settlor with a power to revoke;
- By another person and he or she has a contract or an
understanding with such person that the securities held in
that person's name are for his or her benefit;
- In the form of a right to acquisition of such security through
the exercise of warrants, options, rights, or conversion
rights;
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- By a partnership of which he or she is a member;
- By a corporation which he or she uses as a personal trading
medium;
- By a holding company which he or she controls; or
- Any other relationship in which a person would have beneficial
ownership under Section 16 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, except that the
determination of direct or indirect beneficial interest shall
apply to all securities which an Access Person has or
acquires.
Any person who wishes to disclaim a beneficial interest in any
securities must submit a written request to the Compliance Department
explaining the reasons therefor. Any disclaimers granted by the
Compliance Department must be made in writing. Without limiting the
foregoing, if a disclaimer is granted to any person with respect to
shares held by a member or members of his or her Immediate Family, the
provisions of the Code of Ethics applicable to such person shall not
apply to any member or members of his or her Immediate Family for which
such disclaimer was granted.
Blind Trust - a trust in which an Access Person or employee has
beneficial interest or is the settlor with a power to revoke, with
respect to which the Compliance Department has determined that such
Access Person or employee has no direct or indirect influence or
control and no knowledge of transactions therein, provided, however,
that direct or indirect influence or control of such trust is held by a
person or entity not associated with Adviser and not a relative of such
Access Person or employee.
Compliance Department - Adviser's Compliance Department.
Day - a calendar day.
For his or her Own Account - transactions in securities held in an
individual's own name or for any account in which he or she has
beneficial interest.
Immediate Family - any of the following relatives sharing the same
household with an individual: child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, or sister-in-law, including adoptive
relationships.
Investment Company - each registered investment company and series
thereof for which the Adviser is the, investment adviser.
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Investment Personnel - each Portfolio Manager and any Access Person
who, in connection with his or her regular functions or duties,
provides information and advice to a Portfolio Manager or who helps
execute a Portfolio Manager's decisions.
Related Issuer - an issuer with respect to which Investment Personnel
or their Immediate Family:
- have a business relationship with such issuer or any promoter,
underwriter, officer, director, or employee of such issuer; or
- are related to any officer, director or employee of such
issuer.
Security - any option, stock or option thereon, instrument, bond,
debenture, pre-organization certificate, investment contract, any other
interest commonly known as a security, any security or instrument
related to, but not necessarily the same as, those held or to be
acquired by a Portfolio; provided, however, that the following shall
not be considered a "security": securities issued by the United States
Government, bankers' acceptances, bank certificates of deposit,
commercial paper, shares of registered open-end investment companies,
commodities, futures, and options on futures.
E. REQUIRED COMPLIANCE PROCEDURES.
1. Pre-clearance of Securities Transactions by Access Persons
a) Every Access Person and member of his or her Immediate Family
must obtain prior approval from the Compliance Department
before executing any personal securities transaction for his
or her own account. Before executing any such transaction, the
Compliance Department shall determine that:
- no Portfolio for which the Adviser has direct
portfolio management responsibility has a pending
"buy" or "sell" order in that security;
- the security does not appear on any "restricted" list
of the Adviser; and
- such transaction is not short selling or option
trading that is economically opposite any pending
transaction for any Investment Company.
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b) The following securities are exempt from pre-clearance
requirements:
- securities transactions where neither the Access
Person nor his or her Immediate Family knows of the
transaction before it is completed;
- the acquisition of securities through stock
dividends, divided reinvestments, stock splits,
reverse stock splits, mergers, consolidations,
spin-offs, or other similar corporate reorganizations
or distributions generally applicable to all holders
of the same class of securities;
- the acquisition of securities through the exercise of
rights issued by an issuer pro rata to all holders of
a class of securities, to the extent the rights were
acquired in the issue, and sales of such rights so
acquired;
- repurchase agreements;
- options on the Standard & Poor's "500" Composite
Stock Price Index; and
- other securities that may from time to time be so
designated in writing by the Codes of Ethics.
c) Notwithstanding the foregoing provisions of this Section E.1,
a disinterested Trustee of the Trust must obtain prior written
approval from the Compliance Department regarding a
transaction in a security for his or her own account or for
his or her Immediate Family only if such Trustee, at the time
of that transaction, knew or, in the ordinary course of
fulfilling his or her official duties as a Trustee of the
Trust, should have known about any security that, during the
15-day period immediately preceding the date of the
transaction by the Trustee, was purchased or sold by a
Portfolio or was being considered by the Adviser for purchase
or sale by a Portfolio.
d) Obtaining pre-clearance approval does not constitute a waiver
of any prohibitions, restrictions, or disclosure requirements
in this Code of Ethics.
2. Post-Trade Monitoring of Pre-cleared Transactions. After the Compliance
Department has granted pre-clearance to an Access Person or member of
his or her Immediate Family with respect to any personal securities
transaction, the investment activity of such Access Person and member
of his or her Immediate
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Family shall be monitored by the Compliance Department to ascertain
that such activity conforms to the pre-clearance so granted and the
provisions of this Code.
3. Disclosure of Personal Holdings. All Investment Personnel are required
to disclose all of their personal securities holdings and those of
their Immediate Family to the Compliance Department upon commencement
of their employment and thereafter on an annual basis.
4. Certification of Compliance with Code of Ethics.
All Access Persons are required to certify annually in writing that
they have:
- read and understand the Code of Ethics and recognize that they
are subject thereto;
- complied with the requirements of the Code of Ethics;
- disclosed or reported all personal securities transactions
required to be disclosed or reporter pursuant to the
requirements of the Code; and
- with respect to any blind trust in which such person has a
beneficial interest, that such person has no direct or
indirect influence or control and no knowledge of any
transactions therein.
F. RESTRICTIONS AND DISCLOSURE REQUIREMENTS.
1. Initial Public Offerings. All Investment Personnel and members of their
Immediate Family are prohibited from acquiring any securities in an
initial public offering, in order to preclude any possibility of their
profiting improperly from their positions on behalf of a Portfolio.
2. Private Placements. No Investment Personnel or member of his or her
Immediate Family may acquire any securities in private placements
without prior written approval of the Compliance Department.
a) Prior approval shall take into account, among other factors,
whether the investment opportunity should be reserved for a
Trust or Portfolio and its shareholders and whether the
opportunity is being offered to an individual by virtue of his
or her position or relationship to the Trust Portfolio.
b) Investment Personnel who have (or a member of whose Immediate
Family has) acquired securities in a private placement are
required to disclose that investment to the Portfolio Manager
when such Investment Personnel
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plays a part in any subsequent consideration of an investment
in the issuer for any Trust or Portfolio; provided, however,
that if such Investment Personnel is the Portfolio Manager,
such Investment Personnel shall make such disclosure to the
Compliance Department. In any such circumstances, the decision
to purchase securities of the issuer for a Trust Portfolio is
subject to an independent review by Investment Personnel with
no personal interest in the issuer. Such independent review
shall be made in writing and furnished to the Compliance
Department.
3. Related Issuers. Investment Personnel are required to disclose to the
Portfolio Manager when they play a part in any consideration of an
investment by a Trust or Portfolio in a Related Issuer; provided,
however, that is such Investment Person is the Portfolio Manager, such
Investment Person shall make such disclosure to the Compliance
Department. In any such circumstances, the decision to purchase
securities of the Related Issuer for a Trust of Portfolio is subject to
an independent review by Investment Personnel with no personal interest
in the Related Issuer. Such independent review shall be made in writing
and furnished to the Compliance Department.
5. Blackout Periods.
(a) No Access Person or member of his or her Immediate Family may
execute a securities transaction on a day during which any
Investment Company has a pending "buy" or "sell" order in that
same security until that order is executed or withdrawn; provided,
however, that this prohibition shall apply to a disinterested
Trustee only if such Trustee, at the time of that transaction,
knew or, in the ordinary course of fulfilling his or her official
duties as a Trustee of the Trust, should have known about any
security that, during the 15-day period immediately preceding the
date of the transaction by that Trustee, was purchased or sold by
a Portfolio or was being considered by the Adviser for purchase or
sale by a Portfolio; and further provided, however, that this
prohibition shall not apply to an Access Person for de minimis
transactions (e.g., transactions involving a relatively small
number of shares of a company with large market capitalization and
high average daily trading volume).
(b) No Portfolio Manager or member of his or her Immediate Family
may buy or sell a security for his or her own account within
seven (7) days before or after a Portfolio that he or she
manages trades in that security, provided, however, that this
prohibition shall not apply to:
- Securities transactions effected in any account over
which such employee has no direct or indirect
influence or control, including blind
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trusts;
- Securities transactions that are non-volitional on the part
of either the Access Person or the Portfolio;
- Securities transactions where neither the Portfolio
Manager nor his or her Immediate Family knows of the
transaction before it is completed;
- The acquisition of securities through stock
dividends, dividend reinvestments, stock splits,
reverse stock splits, mergers, consolidations,
spin-offs, or other similar corporate reorganizations
or distributions generally applicable to all holders
of the same class of securities;
- The acquisition of securities through the exercise of
rights issued by an issuer pro rata to all holders of
a class of securities, to the extent the rights were
acquired in the issue, and sales of such rights so
acquired;
- Repurchase agreements;
- Options on the Standard & Poor's "500" Composite
Stock Price Index; and
- Other securities that may from time to time be so
designated in writing by the Code of Ethics Board.
c) Any profits on trades within the proscribed periods shall be
disgorged to the Portfolio.
d) The foregoing blackout periods should not operate to the
detriment of any Investment Company. Without limiting the
scope or meaning of this statement, the following procedure is
to be implemented under extraordinary situations:
- If a Portfolio Manager of a Portfolio or member of
his or her Immediate Family has executed a
transaction in a security for his or her own account
and within seven (7) days thereafter such security is
considered for purchase or sale by such Portfolio,
such Portfolio Manager shall submit a written
memorandum to the Compliance Department prior to the
entering of the purchase or sale order for the
Portfolio. Such memorandum shall describe the
circumstances underlying the consideration of such
transaction for the Portfolio.
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- Based on such memorandum and other factors it deems
relevant under the specific circumstances, the
Compliance Department shall have authority to
determine that the prior transaction by the Portfolio
Manager or member of his or Immediate Family for his
or her own account shall not be considered a
violation of the provisions of paragraph (b) of this
section.
- The Compliance Department shall make a written record
of any determination made under this section,
including the reasons therefor. The Compliance
Department shall maintain records of any such
memoranda and determinations and provide copies
thereof as part of its monthly reports to the Board
of Trustees of the Trust.
5. Same Day Price Switch.
a) If any employee of a Portfolio, or the Advisers or member of
his or her Immediate Family purchases a security (other than a
fixed income security) for his or her own account, and
subsequent thereto a Portfolio purchases the same security
during the same day, then, to the extent that the price paid
per share by the Portfolio for such purchase is less favorable
than the price paid per share by such employee, the Portfolio
shall have the benefit of the more favorable price per share.
b) If any such employee or member of his or her Immediate Family
sells a security for his or her own account and subsequent
thereto a Portfolio sells the same security during the same
day, then, to the extent that the price per share received by
the Portfolio for such sale is less favorable than the price
per share received by the employee, the Portfolio shall have
the benefit of the more favorable price per share.
c) An amount of money necessary to effectuate the price
adjustment shall be transferred from the account of the
employee subject to the price adjustment policies, to the
Portfolio's account. The price adjustment shall be limited to
the number of shares purchased or sold by the employee or the
number of shares purchased or sold by the Portfolio, whichever
is smaller.
d) Notwithstanding the foregoing, price switching shall not apply
to:
- Securities transactions effected in any account over
which such employee has no direct or indirect
influence or control, including blind trusts;
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- Securities transactions that are non-volitional on
the part of either the Access Person or the
Portfolio;
- Securities transactions where neither the employee
nor his or her Immediate Family knows of the
transaction before it is completed;
- The acquisition of securities through stock
dividends, dividend reinvestments, stock splits,
reverse stock splits, mergers, consolidations,
spin-offs, or other similar corporate reorganizations
or distributions generally applicable to all holders
of the same class of securities;
- The acquisition of securities through the exercise of
rights issued by an issuer pro rata to all holders of
a class of securities, to the extent the rights were
acquired in the issue, and sales of such rights so
acquired;
- Repurchase agreements;
- Options on the Standard & Poor's "500" Composite
Stock Price Index; and
- Other securities that may from time to time be so
designated in writing by the Code of Ethics Board.
6. Short-term Trading Profits.
a) No Investment Personnel or member of his or her Immediate
Family may profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) securities within sixty
(60) days, provided, however, that this prohibition shall not
apply to:
- Securities transactions effected in any account over
which such employee has no direct or indirect
influence or control, including blind trusts;
- Securities transactions that are non-volitional on
the part of either the Access Person or the
Portfolio;
- Securities transactions where neither the Investment
Personnel nor his or her Immediate Family knows of
the transaction before it is completed;
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- The acquisition of securities through stock
dividends, dividend reinvestments, stock splits,
reverse stock splits, mergers, consolidations,
spin-offs, or other similar corporate reorganizations
or distributions generally applicable to all holders
of the same class of securities;
- The acquisition of securities through the exercise of
rights issued by an issuer pro rata to all holders of
a class of securities, to the extent the rights were
acquired in the issue, and sales of such rights so
acquired;
- Repurchase agreements;
- Options on the Standard & Poor's "500" Composite
Stock Price Index; and
- Other securities that may from time to time be so
designated in writing by the Code of Ethics Board.
b) Any profits on trades within the proscribed periods shall be
disgorged to a charity to be determined by the compliance
Department.
c) In determining the applicability of this section
determinations shall be made based upon a last-in, first-out
("LIFO") calculation; provided, however, that such
determinations shall be solely for purposes of this Code of
Ethics and shall not have any applicability for tax or other
purposes.
7. Gifts.
a) All Access persons and employees are prohibited from receiving
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
Portfolio in any one year.
b) All gifts must be reported in writing to the Compliance
Department no more than 30 days after the end of each calendar
quarter.
c) The foregoing restrictions do not apply to customary and
occasional
- business meals,
- tickets to sports or cultural events, or
- business entertainment.
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8. Service as Director of Publicly Traded Companies. Investment Personnel
are prohibited from serving on any Boards of Directors of a publicly
traded company absent prior authorization based upon the determination
that such board service would not be inconsistent with the interests of
the Trust and its shareholders.
G. PROCEDURES WITH REGARD TO DISSEMINATION OF INFORMATION.
1. The Adviser, and the Portfolio, and their officers, partners and
employees, shall not disclose to any disinterested Trustee of the Trust
information regarding the consideration or decision to purchase or sell
a particular security when it is contemplated that such action will be
taken within the next 15 days, unless it is:
a) Requested in writing by a disinterested Trustee of the Trust
or requested through a formal action of the Board of the Trust
or any committee thereof;
b) Given because it is determined that the disinterested Trustee
should have the information so that he or she may effectively
carry out his or her duties; or
c) Given so that the Adviser may carry out its duties as
Investment Adviser of a Portfolio.
2. If any information regarding transactions contemplated by the Portfolio
is given to a disinterested Trustee, such disinterested Trustee shall
be advised at that time that he or she and any other Portfolio Trustee
receiving such information will be considered a Portfolio Manager with
respect to any security held or to be acquired by the Portfolio, as
indicated in the information which has been disclosed, for the next
succeeding 22 days, and the Adviser shall so notify the Compliance
Department. At such time, the Trustee shall be reminded by the Adviser
of the provisions of Sections E.3, E.4 and H.2 of this Code.
3. Subject to Sections G.1 and G.2, Access Persons are prohibited from
revealing information relating to current or anticipated investment
intentions, portfolio transactions or activities of Portfolios except
to persons whose responsibilities require knowledge of the information.
H. REPORTING BY ACCESS PERSONS.
1. General Requirement. Every Access Person shall report to the Trust and
Compliance Department the information described in Section H.3 with
respect to transactions in any security in which such Access person or
member of his or her
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Immediate Family has, or by reason of such transaction acquires, any
direct or indirect beneficial interest; provided, however, that no
report is required with respect to transactions effected for any
account over which such person does not have any direct or indirect
influence or control.
2. Disinterested Trustees.
a) A disinterested Trustee of the Trust need only report a
transaction in a security if such Trustee, at the time of that
transaction, knew or, in the ordinary course of fulfilling his
or her official duties as a Trustee, should have known that,
during the 15-day period immediately preceding the date of the
transaction by that Trustee, such security was purchased or
sold by a Portfolio or was being considered for purchase or
sale by the Adviser.
b) Notwithstanding the foregoing, disinterested Trustees are
required to report to the Compliance Department in writing
whenever they own individually more than 2% of the outstanding
shares of any publicly held issuer, together with the number
of shares so owned.
3. Contents. Every report shall be made not later than 10 days after the
end of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following
information:
- The date of the transaction, the title and the number
of shares, and the principal amount of each security
involved
- The nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
- The price at which the transaction was effected; and
- The name of the broker, dealer or bank with or
through whom the transaction was effected.
Unless otherwise stated, no report shall be construed as an admission
by the person making such report that he or she has any direct or
indirect beneficial interest in the security to which the report
relates.
I. CODE OF ETHICS BOARD.
A Code of Ethics Board shall be created by the Adviser and the Trust
composed of all disinterested Trustees of the Trust and one person selected by
the Adviser.
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Any person who has knowledge of any violation of the Code shall report
said violation to the Code of Ethics Board.
The Code of Ethics Board shall consult regularly and meet no less
frequently than annually with the Compliance Department regarding the
implementation of this Code. The Compliance Department shall provide the Code of
Ethics Board with such reports as are required herein or as are requested by the
Code of Ethics Board.
A quarterly report shall be provided to the Trustees of the Trust
certifying that except as specifically disclosed to the Code of Ethics Board,
the Compliance Department knows of no violation of this Code. A representative
of the Compliance Department shall attend meetings of the Trustees no less
frequently than quarterly to report on the implementation of this Code.
The Adviser and the Trustees of the Trust shall have authority to
impose sanctions for violations of this Code. The Code of Ethics Board shall
make recommendations regarding sanctions to be imposed on Access Persons who
violate this code. Such recommendations may include a letter of censure,
suspension or termination of the employment of the violator, forfeiture of
profits, forfeiture of personal trading privileges, forfeiture of gifts, or any
other penalty the Code of Ethics Board deems to be appropriate. All such
recommendations shall be submitted to the Adviser and the Board of Trustees of
the Trust.
J. ANNUAL REPORT TO BOARD OF TRUSTEES.
The Adviser shall prepare an annual report to the Board of Trustees of
the Trust that:
- Summarizes existing procedures concerning personal investing
and any changes in the procedures made during the past year;
- Identifies any violations requiring significant remedial
action during the past year; and
- Identifies any recommended changes in existing restrictions or
procedures based upon the Portfolio's experience under the
Code of Ethics, evolving industry practices, or developments
in applicable laws or regulations.
K. IMPLEMENTATION.
1. Forms. The Compliance Department is authorized, with the advice of
counsel, to prepare written forms for use in implementing this Code.
Such forms shall be attached as an Appendix to this Code and shall be
disseminated to all individuals
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subject to the Code.
2. Exceptions. Exceptions to the requirements of this Code shall rarely,
if ever, be granted. However, the Compliance Department shall have
authority to grant exceptions on a case-by-case basis. Any exceptions
granted must be in writing and reported to the code of Ethics Board.
3. Compliance by Sub-Advisers. Any Advisory Person of a Sub-Adviser, as
those are identified in the Trust's then current prospectus, shall be
deemed in compliance with this Code if the Code of Ethics of such
Sub-Adviser has been approved by the Board of Trustees of the Trust,
and the Sub-Adviser, on a quarterly basis, provides the Trust with a
statement of compliance by the Advisory Person with Sub-Adviser's Code
of Ethics.
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