EX-99.23.p.ii
CODE OF ETHICS
OF
CAMBIAR INVESTORS, INC.
PREAMBLE
This Code of Ethics is being adopted in compliance with the
requirements of Rule 17j-1 (the "Rule") adopted by the United States Securities
and Exchange Commission under the Investment Company Act of 1940 (the "Act"),
and Sections 204A and 206 of the Investment Advisers Act of 1940 (the "Advisers
Act"), specifically Rule 204-2 thereunder, to effectuate the purposes and
objectives of those provisions. Section 204A of the Advisers Act requires the
establishment and enforcement of policies and procedures reasonably designed to
prevent the misuse of material, nonpublic information by investment advisers.
Rule 204-2 imposes recordkeeping requirements with respect to personal
securities transactions of advisory representatives (defined below). Rule 17j-1
of the Investment Company Act and Section 206 of the Advisers Act make the
following activities unlawful for certain persons, including any employee of
Cambiar Investors, Inc. (the "Firm") or any officer or Board member of the
"Fund" (any portfolio of the UAM Funds Trust or UAM Funds, Inc.) in connection
with the purchase or sale by such person of a security held or to be acquired by
any "Portfolio" of the "Firm":
1. To employ a device, scheme or artifice to defraud the Fund, any client or
prospective client;
2. To make to the Fund, any client or prospective client, any untrue statement
of a material fact or omit to state to the Fund a material fact necessary
in order to make the statements made, in light of the circumstances in
which they are made, not misleading;
3. To engage in any act, practice or course of business which operates or
would operate as a fraud or deceit upon the Fund, any client or prospective
client; or
4. Acting as principal for his/her own account, knowingly to sell any security
to or purchase any security from a client, or acting as a broker for a
person other than such client, knowingly to effect any sale or purchase of
any security for the account of such client, without disclosing to such
client in writing before the completion of such transaction the capacity in
which he/she is acting and obtaining the consent of the client to such
transaction. The prohibitions of this paragraph (4) shall not apply to any
transaction with a customer of a bank broker or dealer if such broker or
dealer is not acting as an investment adviser in relation to such
transaction; or
5. To engage in any act, practice, or course of business which is fraudulent,
deceptive or manipulative.
This Code contains provisions reasonably necessary to prevent persons
from engaging in acts in violation of the above standard and procedures
reasonably necessary to prevent violations of the Code.
The Board of Directors of the Firm adopts this Code of Ethics. This
Code is based upon the principle that the directors and officers of the Firm,
and certain affiliated persons of the Firm, owe a fiduciary duty to, among
others, the clients of the Firm to conduct their affairs, including their
personal securities transactions, in such a manner as to avoid (i) serving their
own personal interests ahead of clients; (ii) taking inappropriate advantage of
their position with the Firm; and (iii) any actual or potential conflicts of
interest or any abuse of their position of trust and responsibility. This
fiduciary duty includes the duty of the Compliance Officer of the Firm to report
violations of this Code of Ethics to the Firm's Board of Directors and to the
Board of Directors of any funds for which the Firm acts as adviser or
subadviser.
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POLICY STATEMENT ON INSIDER TRADING
The Firm forbids any officer, director or employee from
trading, either personally or on behalf of others, including accounts managed by
the Firm, on material nonpublic information or communicating material nonpublic
information to others in violation of the law. This conduct is frequently
referred to as "insider trading." The Firm's policy applies to every officer,
director and employee and extends to activities within and outside their duties
at the Firm. Any questions regarding the Firm's policy and procedures should be
referred to the Compliance Officer.
The term "insider trading" is not defined in the federal
securities laws, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider") or to
communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is
generally understood that the law prohibits:
1) trading by an insider, while in possession of material
nonpublic information, or
2) trading by a non-insider, while in possession of
material nonpublic information, where the information
either was disclosed to the non-insider in violation of
an insider's duty to keep it confidential or was
misappropriated, or
3) communicating material nonpublic information to others.
The concept of "insider" is broad. It includes officers,
directors and employees of a company. In addition, a person can be a "temporary
insider" if he or she enters into a special confidential relationship in the
conduct of a company's affairs and as a result is given access to information
solely for the company's purposes. A temporary insider can include, among
others, a company's attorneys, accountants, consultants, bank lending officers,
and the employees of such organizations. In addition, the Firm may become a
temporary insider of a company it advises or for which it performs other
services. For that to occur the company must expect the Firm to keep the
disclosed nonpublic information confidential and the relationship must at least
imply such a duty before the Firm will be considered an insider.
Trading on inside information is not a basis for liability
unless the information is material. "Material information" generally is defined
as information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities. Information that officers, directors and
employees should consider material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
Information is nonpublic until it has been effectively
communicated to the market place. One must be able to point to some fact to show
that the information is generally public. For example, information found in a
report filed with the SEC, or appearing in DOW JONES, REUTERS ECONOMIC SERVICES,
THE WALL STREET JOURNAL or other publications of general circulation would be
considered public.
Before trading for yourself or others in the securities of a
company about which you may have potential inside information, ask yourself the
following questions:
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i. Is the information material? Is this information that an
investor would consider important in making his or her
investment decisions? Is this information that would
substantially effect the market price of the securities
if generally disclosed?
ii. Is the information nonpublic? To whom has this
information been provided? Has the information been
effectively communicated to the marketplace?
If, after consideration of the above, you believe that the
information is material and nonpublic, or if you have questions as to whether
the information is material and nonpublic, you should take the following steps.
i. Report the matter immediately to the Firm's Compliance
Officer.
ii. Do not purchase or sell the securities on behalf of
yourself or others.
iii. Do not communicate the information inside or outside the
Firm, other than to the Firm's Compliance Officer.
iv. After the Firm's Compliance Officer has reviewed the
issue, you will be instructed to continue the
prohibitions against trading and communication, or you
will be allowed to trade and communicate the
information.
Information in your possession that you identify as material
and nonpublic may not be communicated to anyone, including persons within the
Firm, except as provided above. In addition, care should be taken so that such
information is secure. For example, files containing material nonpublic
information should be sealed; access to computer files containing material
nonpublic information should be restricted.
The role of the Firm's Compliance Officer is critical to the
implementation and maintenance of the Firm's policy and procedures against
insider trading. The Firm's Supervisory Procedures can be divided into two
classifications - prevention of insider trading and detection of insider
trading.
To prevent insider trading, the Firm will:
i. provide, on a regular basis, an educational program to
familiarize officers, directors and employees with the
Firm's policy and procedures, and
ii. when it has been determined that an officer, director or
employee of the Firm has material nonpublic information,
1. implement measures to prevent dissemination of
such information, and
2. if necessary, restrict officers, directors and
employees from trading the securities.
To detect insider trading, the Compliance Officer will:
i. review the trading activity reports filed by each
officer, director and employee, and
ii. review the trading activity of accounts managed by the
Firm.
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A. DEFINITIONS
1. "ACCESS PERSON" means any director, officer, general partner or advisory
representative of the Firm.
2. "ADVISORY REPRESENTATIVE means any employee, who in connection with his or
her regular functions or duties, normally makes, participates in, or
otherwise obtains current information regarding the purchase or sale of a
security by the Firm, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and any natural
person in a control relationship to the Firm who obtains information
concerning recommendations made concerning a purchase or sale of a
Security. This definition includes but is not limited to the following:
partner, officer, director, "Investment Person", "Portfolio Manager" and
any other employee of the Adviser designated as an "Advisory
Representative" from time to time by the Compliance Officer.
3. "NON-ADVISORY REPRESENTATIVE" means any individual who has no contact with
information regarding the purchases or sales of Securities made by the Firm
in his or her regular functions or duties. However, such individuals are
subject to the Preamble and Policy Statement on Insider Trading contained
in this Code.
4. "AFFILIATED COMPANY" means a company which is an affiliated person, as
defined in the 1940 Act.
5. "AFFILIATED PERSON" of another person means (a) any person directly or
indirectly owning, controlling, or holding with power to vote, five (5%)
percent or more of the outstanding voting securities of such other person;
(b) any person five (5%) percent or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held with power
to vote, by such other person; (c) any person directly or indirectly
controlling, controlled by, or under common control with, such other
person; (d) any officer, director, partner, copartner, or employee of such
other person; (e) if such other person is an investment company, any
investment adviser thereof or any member of an advisory board thereof; and
(f) if such other person is an unincorporated investment company not having
a board of directors, the depositor thereof.
6. "BENEFICIAL OWNERSHIP" shall be interpreted in the same manner as it would
be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") in determining whether a person is the beneficial
owner of a security for purposes of Section 16 of the 1934 Act and the
rules and regulations thereunder, that, generally speaking, encompasses
those situations where the beneficial owner has the right to enjoy a direct
or indirect economic benefit from the ownership of the security. A person
is normally regarded as the beneficial owner of securities held in (i) the
name of his or her spouse, domestic partner, minor children, or other
relatives living in his or her household; (ii) a trust, estate or other
account in which he/she has a present or future interest in the income,
principal or right to obtain title to the securities; or (iii) the name of
another person or entity by reason of any contract, understanding,
relationship, agreement or other arrangement whereby he or she obtains
benefits substantially equivalent to those of ownership.
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7. "CONTROL" means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the result
of an official position with such company. Any person who owns
beneficially, either directly or through one or more controlled companies,
more than twenty-five (25%) percent of the voting securities of a company
shall be presumed to control such company. Any person who does not so own
more than twenty-five (25%) percent of the voting securities of any company
shall be presumed not to control such company. A natural person shall be
presumed not to be a controlled person.
8. "DISCLOSABLE TRANSACTION" means any transaction in a security pursuant to
which an access person would have a beneficial ownership.
9. "Firm" means the investment adviser registered with the Securities and
Exchange Commission under the Investment Advisers Act of 1940, subject to
this Code of Ethics.
10. "Fund" means any investment vehicle registered under the Investment Company
Act of 1940.
11. "NON-INTERESTED" Director means a director or trustee who is not an
interested person.
12. "INTERESTED PERSON" of another person, when used with respect to the Fund,
means (i) any affiliated person of the Fund; (ii) any member of the
immediate family of any natural person who is an affiliated person of the
Fund; (iii) any interested person of any investment adviser of or principal
underwriter for the Fund; (iv) any person or partner or employee of any
person who at any time since the beginning of the last two completed fiscal
years of the Fund has acted as legal counsel for the Fund; (v) any broker
or dealer registered under the Securities Exchange Act of 1934 or any
affiliated person of such a broker or dealer; or (vi) any natural person
whom the Commission by order shall have determined to be an interested
person by reason of having had, at any time since the beginning of the last
two completed fiscal years of the Fund, a material business or professional
relationship with the Fund or with the principal executive officer of such
company or with any other investment company having the same investment
adviser or principal underwriter or with the principal executive officer of
such other investment company, PROVIDED, that no person shall be deemed to
be an interested person of an investment company solely by reason of (aa)
his being a member of its Board of Directors or advisory board or an owner
of its securities, or (bb) his membership in the immediate family of any
person specified in clause (aa) of this proviso.
13. "INITIAL PUBLIC OFFERING" means an offering of securities registered under
the Securities Act of 1933, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of Sections 13
or 15(d) of the 1934 Act.
14. "INVESTMENT PERSONNEL" means (a) any Portfolio Manager of the Firm; (b) any
employee of the Firm (or of any company in a control relationship to the
Fund or Firm) who, in connection with his regular functions or duties,
makes or participates in making recommendations regarding the purchase or
sale of securities by the Firm, including securities analysts and traders;
or (c) any person who controls the Fund or Firm and who obtains information
concerning recommendations made to the Fund or any Portfolio regarding the
purchase or sale of securities by the Fund or Portfolio.
15. "LIMITED OFFERING" means an offering that is exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act") pursuant to
Section 4(2) or Section 4(6) or Rules 504, 505 or 506 under the Securities
Act. Limited offerings are commonly referred to as private placements.
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16. "PERSON" means a natural person or a company.
17. "Portfolio" means any account, trust or other investment vehicle (except
"Fund") over which the Firm has investment management discretion.
18. "PORTFOLIO MANAGER" means an employee of the Firm entrusted with the direct
responsibility and authority to make investment decisions affecting the
Portfolios or Funds managed by the Firm.
19. "PURCHASE OR SALE OF A SECURITY" includes, among other things, the writing
of an option to purchase or sell a Security.
20. "SECURITY HELD OR TO BE ACQUIRED" means (i) any security which, within the
most recent 15 days, is or has been held by a Fund or Portfolio, or is
being or has been considered for purchase by a Fund or Portfolio, or (ii)
any option to purchase or sell and any security convertible into or
exchangeable for a Security.
21. "SECURITY" shall have the meaning set forth in Section 202(a)(18) of the
Advisers Act and Section 2(a)(36) of the 1940 Investment Company Act.
Further, for purposes of this Code, "Security" shall include any
commodities contracts as defined in Section 2(a)(1)(A) of the Commodity
Exchange Act. This definition includes but is not limited to futures
contracts on equity indices.
"Security" shall NOT include direct obligations of the Government of the
United States, or, with respect to Advisory Representatives employed in the
non-US offices, the government of the country in which such office is located,
bankers' acceptances, bank certificates of deposit, high quality short-term debt
instruments (maturity of less than 366 days at issuance and rated in one of the
two highest rating categories by a Nationally Recognized Statistical Rating
Organization), including repurchase agreements, commercial paper and shares of
money market funds that limit their investments to the exempted securities
enumerated above. Also excluded from the definition are any registered
unaffiliated open-end investment companies (e.g. open-end mutual funds), or the
equivalent of such as SICAVs. Any question as to whether a particular investment
constitutes a "Security" should be referred to the Compliance Officer of the
Firm.
B. PROHIBITED TRANSACTIONS
No access person or advisory representative shall engage in any act,
practice or course of conduct, which would violate the provisions of Rule 17j-1
of the Investment Company Act or Section 206 of the Investment Advisers Act as
set forth above.
NOTE: The Fund's portfolios are managed by investment advisers that are
subsidiaries of or organizations otherwise affiliated with United Asset
Management Corporation (the "Management Companies"). Under the
organizational structure of the Management Companies, the entities
maintain separate offices, independent operations and autonomy when
making investment decisions. In view of these circumstances, advisory
personnel of the Management Companies who are defined as "access
persons" under the 1940 Act, under normal circumstances would have no
knowledge of proposed securities transactions, pending "buy" or "sell"
orders in a security, or the execution or withdrawal of an order for
any other portfolio in the Fund for which a different Management
Company serves as investment adviser. To restrict the flow of
investment information related to the portfolios of the Fund, the Fund
prohibits access persons at a Management Company from disclosing
pending "buy" or "sell" orders for a portfolio of the Fund to any
employees of any other Management Company until the order is executed
or withdrawn. The Management Companies shall implement procedures
designed to achieve employee awareness of this prohibition.
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1. ACCESS PERSONS/ADVISORY REPRESENTATIVES
Except as provided in Section C below, no access person/advisory
representative shall:
(a) purchase or sell, directly or indirectly, any security in which
he/she has or by reason of such transaction acquires, any direct
or indirect beneficial ownership and which to his/her ACTUAL
KNOWLEDGE at the time of such purchase or sale:
(1) is being considered for purchase or sale by any
Portfolio or Fund managed by the Firm, or
(2) is being purchased or sold by any Portfolio or Fund
managed by the Firm; or
(b) disclose to other persons the securities activities engaged in
or contemplated for the various Portfolios or Funds managed by
the Firm.
2. INVESTMENT PERSONNEL
In addition to the prohibitions listed in Section B(1) above, no investment
personnel shall engage in any of the following:
(a) accept any gift or other thing of more than de minimus value
from any person or entity that does business with or on behalf
of the Firm. For purposes of this Code, "de minimus" shall be
considered to be the annual receipt of gifts from the same
source valued at $500 or less per individual recipient, when
the gifts are in relation to the Firm's business.
(b) acquire a beneficial interest in any securities in an initial
public offering ("IPO") or other limited offerings commonly
referred to as private placements, without prior written
approval of the compliance officer of the Fund, the compliance
officer of the Firm, [CAMBIAR INVESTORS, INC.]. The respective
compliance officer must maintain a record of any decision, and
the reasons supporting the decision, to approve the investment
personnel's acquisition of an IPO or private placement for at
least five years after the end of the fiscal year in which the
approval was granted.
Before granting such approval the compliance officer (or other
designee) should carefully evaluate such investment to
determine that the investment could create no material
conflict between the investment personnel and the Fund. The
compliance officer may make such determination by looking at,
among other things, the nature of the offering and the
particular facts surrounding the purchase. For example, the
compliance officer may consider approving the transaction if
the compliance officer (or designee) can determine that: (i)
the investment did not result from directing Fund or Firm
business to the underwriter or issuer of the security; (ii)
the Investment Personnel are not misappropriating an
opportunity that should have been offered to the Fund or
Portfolio; and (iii) an Investment Person's investment
decisions for the Fund or Portfolio will not be unduly
influenced by his or her personal holdings and investment
decisions are based solely on the best interests of Fund or
Portfolio. Any person authorized to purchase securities in an
IPO or private placement shall disclose that investment when
they play a part in the Fund or Portfolio's subsequent
consideration of an investment in that issuer. In such
circumstances, the Fund's decision to purchase securities of
the issuer shall be subject to independent review by
investment personnel with no personal interest in the issuer.
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(c) profit in the purchase and sale, or sale and purchase, of the
same (or equivalent) securities within sixty (60) calendar
days. Trades made in violation of this prohibition should be
unwound, if possible. Otherwise, any profits realized on such
short-term trades shall be subject to disgorgement to the
appropriate Portfolio(s) or Fund(s) of the Firm.
EXCEPTION: The compliance officer of the Firm may allow exceptions
to this policy on a case-by-case basis when the abusive practices
that the policy is designed to prevent, such as front running or
conflicts of interest, are not present and the equity of the
situation strongly supports an exemption. An example is the
involuntary sale of securities due to unforeseen corporate
activity such as a merger. [See Pre-Clearance Procedures below].
The ban on short-term trading profits is specifically designed to
deter potential conflicts of interest and front running
transactions, which typically involve a quick trading pattern to
capitalize on a short-lived market impact of a trade by one of the
Fund's or Firm's portfolios. The respective compliance officer
shall consider the policy reasons for the ban on short-term
trades, as stated herein, in determining when an exception to the
prohibition is permissible. The compliance officer may consider
granting an exception to this prohibition if the securities
involved in the transaction are not (i) being CONSIDERED for
purchase or sale by the portfolio of the Fund that serves as the
basis of the individual's "investment personnel" status or (ii)
being purchased or sold by the portfolio of the Fund that serves
as the basis of the individual's "investment personnel" status
and, are not economically related to such securities. In order for
a proposed transaction to be considered for exemption from the
short-term trading prohibitions, the investment personnel must
complete, sign and submit to the compliance officer of the Fund or
the compliance officer of the Fund's investment adviser a
completed Securities Transactions Report Relating to Short-Term
Trading (EXHIBIT D), certifying that the proposed transaction is
in compliance with this Code of Ethics. The respective compliance
officer shall retain a record of exceptions granted and the
reasons supporting the decision.
(d) serve on the Board of Directors of any publicly traded company
without prior authorization of the compliance officer of the Firm.
Any such authorization shall be based upon a determination that
the board service would be consistent with the interests of the
Firm, any Portfolios or Funds. Authorization of board service
shall be subject to the implementation by the Firm of "Chinese
Wall" or other procedures to isolate such investment personnel
from making decisions about trading in that company's securities.
To the extent that the Firm acts as investment adviser to a
portfolio of the UAM Funds, notification of such directorships
shall be made to the compliance officer of the UAM Funds.
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3. PORTFOLIO MANAGERS
In addition to the prohibitions listed in Sections B(1) and (2) above, no
portfolio manager shall:
(a) buy or sell a security within seven (7) calendar days before or
two (2) calendar days after any portfolio of the Firm trades in
that security. Any trades made within the proscribed period shall
be unwound, if possible. Otherwise, any profits realized on trades
within the proscribed period shall be disgorged to the appropriate
client portfolio.
C. EXEMPTED TRANSACTIONS
Transactions described in Sections B(1), B(2)(c) and B(3) above, which
appear upon reasonable inquiry and investigation to present no reasonable
likelihood of harm to a Fund or Portfolio and which are otherwise
transacted in accordance with Investment Company Act Rule 17j-1 and
Section 206 of the Investment Company Act may be permitted within the
discretion of the compliance officer of the Firm on a case-by-case basis.
Such exempted transactions may include:
1. purchases or sales of securities which are not eligible for purchase
by the Fund or a Portfolio and which are not related economically to
securities purchased, sold or held by the Fund or a Portfolio.
2. securities of companies with a market capitalization in excess of $1
billion.
3. purchases or sales of a de minimus amount of securities. A de minimus
amount of securities shall be defined in this section of the Code of
Ethics as:
(a) up to an aggregate $25,000 principal amount of a fixed income
security within any three-consecutive month period;
(b) up to an aggregate 100 shares of an equity security within any
three-consecutive month period; or
(c) any amount of securities if the proposed acquisition or
disposition by the Fund or Portfolio is in the amount of 1,000
shares or less and the security is listed on a national
securities exchange or the National Association of Securities
Dealers Automated Quotation System.
4. Securities which the access person, Fund and/or Portfolio has no influence or
control, including:
(a) purchases or sales effected in any account over which the access
person has no direct or indirect influence or control;
(b) purchases or sales which are non-volitional on the part of either
the access person or the Fund;
(c) purchases which are part of an automatic dividend reinvestment
plan or direct stock plan (pending preclearance of the original
purchase); and
(d) securities acquired by the exercise of rights issued pro rata by
an issuer 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.
5. Holdings in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high quality
short-term debt instruments and registered open-end investment companies.
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D. COMPLIANCE PROCEDURES
With respect to the pre-clearance and reporting
requirements contained herein, access persons who are
employees of the Firm (investment adviser for the
Fund) shall pre-clear through and report to the
compliance officer of the Firm (investment adviser).
All other access persons shall pre-clear through and
report to the compliance officer of the Fund.
1. PRE-CLEARANCE PROCEDURES
All access persons (other than Directors of the Fund) must receive
prior written approval from the Firm's compliance officer, or other
officer designated by the Board of Directors, before purchasing or
selling securities in an account that such access person has beneficial
ownership. The access person should request pre-clearance by
completing, signing and submitting Personal Securities Transactions
Pre-Clearance Form (EXHIBIT E) to the compliance officer.
Pre-clearance approval will expire at the close of business on the
trading date two (2) business days after the date on which
authorization is received. For example, preclearance received Friday at
9:00 a.m. would expire as of the close of business Monday. If the trade
is not completed before such pre-clearance expires, the access person
is required to again obtain pre-clearance for the trade. In addition,
if an access person becomes aware of any additional information with
respect to a transaction that was precleared, such person is obligated
to disclose such information to the appropriate compliance officer
prior to executing the precleared transaction.
Access persons are excluded from preclearing securities purchased, sold
or acquired in the following transactions:
(a) purchases or sales effected in any account over which the access
person has no direct or indirect influence or control.
(b) purchases or sales which are non-volitional on the part of either
the access person or the Fund.
(c) purchases which are part of an automatic dividend reinvestment
plan or direct stock plan (pending preclearance of the original
purchase).
(d) securities acquired by the exercise of rights issued pro rata by
an issuer 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.
(e) holdings in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments and registered open-end
investment companies are not disclosable transactions.
Procedures implemented herein to pre-clear the securities transactions of access
persons shall not apply to a Director of the Fund, except where such Director
knew or, in the ordinary course of fulfilling his official duties as a Director
of the Fund, should have known that during the 15-day period immediately
preceding or after the date of the transaction in a security by the Director,
such security is or was purchased or sold by the Fund or such purchase or sale
by the Fund is or was considered by the Fund.
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2. DISCLOSURE OF PERSONAL HOLDINGS
All access persons, other than non-interested Directors, shall disclose
to their respective compliance officer:
(a) all personal securities holdings (including securities acquired
before the person became an access person) within ten (10) days
upon the later of commencement of employment or adoption of this
Code of Ethics; and
(b) 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 must also be
reported.
Holdings in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments and registered open-end investment
companies are not disclosable transactions.
The compliance officer of the Fund or the compliance officer of the
Firm may, at its discretion, request access persons to provide
duplicate copies of confirmation of each disclosable transaction in the
accounts and account statements.
In addition to reporting securities holdings, every access person,
including non-interested Directors, shall certify in their initial
report that:
(a) they have received, read and understand the Code of Ethics and
recognize that they are subject thereto; and
(b) they have no knowledge of the existence of any personal conflict
of interest relationship which may involve the Fund or Portfolio,
such as any economic relationship between their transactions and
securities held or to be acquired by the Fund or any of its
portfolios.
This initial report shall be made on the form attached as Initial
Report of Access Person (EXHIBIT A) and shall be delivered to the
compliance officer of Fund or the compliance officer of the Firm, as
the case may be.
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3. QUARTERLY REPORTING REQUIREMENTS
All access persons shall disclose to the Firm's compliance officer all personal
securities transactions conducted during the period as of the calendar quarter
ended within ten (10) days after quarter end. Transactions in direct obligations
of the U.S. government, bankers' acceptances, bank certificates of deposit,
commercial paper, high quality short-term debt instruments and registered
open-end investment companies are not disclosable transactions.
In addition to reporting securities holdings, every access person shall
disclose quarterly the:
(a) date of the transaction, title of the security, interest rate and
maturity date (if applicable), trade date, number of shares, and
principal amount of each security involved;
(b) the nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(c) the name of the broker, dealer or bank with or through whom the
transaction was effected; and
(d) the date the report is submitted to the compliance officer.
In addition, with respect to any account established by an access
person in which any securities were held during the quarter for the
direct or indirect benefit of the access person, the access person must
provide:
(a) the name of the broker, dealer or bank with whom the access
person established the account;
(b) the date the account was established; and
(c) the date the report is submitted by the access person.
This quarterly report shall be made on the form attached as Securities
Transactions for the Calendar Quarter Ended (EXHIBIT C) and shall be
delivered to the compliance officer of the Fund or the Firm, as the
case may be. In lieu of manually filling out all of the information
required by the form, access persons may attach confirms and/or account
statements to a signed form.
Procedures implemented herein to report the quarterly securities transactions of
access persons shall not apply to a non-interested Director of the Fund, except
where such Director knew or, in the ordinary course of fulfilling his official
duties as a Director of the Fund, should have known that during the 15-day
period immediately preceding or after the date of the transaction in a security
by the Director, such security is or was purchased or sold by the Fund or such
purchase or sale by the Fund is or was considered by the Fund.
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4. ANNUAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
All access persons, other than non-interested Directors, shall disclose
to the compliance officer of the Firm all personal securities holdings
as of the calendar year ended within thirty (30) days after year end.
Holdings in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments and registered open-end investment
companies are not disclosable holdings.
In addition to reporting securities holdings, every access person shall
certify annually that:
(a) they have read and understand the Code of Ethics and recognize
that they are subject thereto;
(b) they have complied with the requirements of the Code of Ethics;
and that they have reported all personal securities transactions
required to be reported pursuant to the requirements of the Code
of Ethics;
(c) they have not disclosed pending "buy" or "sell" orders for a
Portfolio or Fund to any employees of any other Management
Company, except where the disclosure occurred subsequent to the
execution or withdrawal of an order; and
(d) they have no knowledge of the existence of any personal conflict
of interest relationship which may involve any Portfolio or Fund,
such as any economic relationship between their transactions and
securities held or to be acquired by a Fund or Portfolio.
This annual report shall be made on the form attached as Annual Report
of Access Person (EXHIBIT B) and shall be delivered to the compliance
officer of Fund or the compliance officer of the Firm, as the case may
be.
Non-interested Directors are not required to make a report of annual
securities holdings, but they are required to make the certification
within the Annual Report contained in Exhibit B.
5. REPORTS TO FUND COMPLIANCE OFFICER
The compliance officer of the Firm shall provide, by the twelfth (12)
day after each quarter end, certification to the compliance officer of
the Fund that, as of the prior quarter end:
(a) the compliance officer of the Firm has collected all
documentation required by the Code of Ethics and Rule 17j-1 and
is retaining such documentation on behalf of the Fund; and
(b) there have been no violations to the Fund's Code of Ethics and,
if there have been violations to the Fund's Code of Ethics, the
violation has been documented and reported to the Fund's
compliance officer. Each quarter the compliance officer of the
Firm shall also provide to the compliance officer of the Fund a
list of access persons who are subject to the Fund's Code of
Ethics and the name of the compliance officer of the Firm
responsible for preclearing and reviewing personal securities
transactions.
The compliance officer of the Firm shall provide such information,
including, but not limited to, initial, quarterly and annual reports
for all access persons, preclearance reports and approval for short
term transactions, IPO and private placement securities, as is
requested by the Fund's compliance officer.
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6. GENERAL REPORTING REQUIREMENTS
The compliance officer of the Fund or the compliance officer of the
Firm, as the case may be, shall notify each access person that he or
she is subject to this Code of Ethics and the reporting requirements
contained herein, and shall deliver a copy of this Code of Ethics to
each such person when they become an access person, or upon request.
Reports submitted to the Fund pursuant to this Code of Ethics shall be
confidential and shall be provided only to the officers and Directors
of the Fund, Fund counsel or regulatory authorities upon appropriate
request.
7. EXCESSIVE TRADING
The Firm understands that it is appropriate for access persons to
participate in the public securities markets as part of their overall
personal investment programs. As in other areas, however, this should
be done in a way that creates no potential conflicts with the interests
of any Fund or Portfolio. Further, it is important to recognize that
otherwise appropriate trading, if excessive (measured in terms of
frequency, complexity of trading programs, numbers of trades or other
measure as deemed appropriate by the Fund's compliance officer,
compliance officer of the Firm, or senior management at the Firm), may
compromise the best interests of any Funds or Portfolios if such
excessive trading is conducted during work-time or using Fund/Portfolio
resources. Accordingly, if personal trading rising to such dimension as
to create an environment that is not consistent with the Code of
Ethics, such personal transactions may not be approved or may be
limited by the Fund's compliance officer or compliance officer of the
Firm.
8. CONFLICT OF INTEREST
Every access person, except officers and Directors of the Fund, shall
notify the compliance officer of the Fund or the compliance officer of
the Firm of any personal conflict of interest relationship which may
involve the Fund or Portfolio, such as the existence of any economic
relationship between their transactions and securities held or to be
acquired by any Portfolio or Fund. Officers and Directors of the Fund
shall notify the compliance officer of the Fund of any personal
conflict of interest relationship which may involve the Fund. Such
notification shall occur in the pre-clearance process.
E. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
The compliance officer of the Fund shall promptly report to the Board of
Directors all apparent violations of this Code of Ethics and the reporting
requirements thereunder.
When the compliance officer of the Fund finds that a transaction otherwise
reportable to the Board of Directors pursuant to the Code could not
reasonably be found to have resulted in a fraud, deceit or manipulative
practice in violation of Rule 17j-1(a), he/she may, in his/her discretion,
lodge a written memorandum of such finding and the reasons therefor with
the reports made pursuant to this Code of Ethics, in lieu of reporting the
transaction to the Board of Directors.
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The Board of Directors, or a Committee of Directors created by the Board of
Directors for that purpose, shall consider reports made to the Board of
Directors hereunder and shall determine whether or not this Code of Ethics
has been violated and what sanctions, if any, should be imposed.
F. ANNUAL REPORTING TO THE BOARD OF DIRECTORS
The compliance officer of the Fund shall prepare an annual report relating
to this Code of Ethics to the Board of Directors. Such annual report shall:
(a) summarize existing procedures concerning personal investing and
any changes in the procedures made during the past year;
(b) identify any violations requiring significant remedial action
during the past year; and
(c) identify any recommended changes in the existing restrictions or
procedures based upon the Fund's experience under its Code of
Ethics, evolving industry practices or developments in applicable
laws or regulations; and
(d) state that the Fund had adopted procedures reasonably necessary
to prevent access persons from violating the Code.
G. SANCTIONS
Upon discovering a violation of this Code, the Board of Directors may
impose such sanctions as they deem appropriate, including, among other
things, a letter of censure or suspension or termination of the employment
of the violator.
H. RETENTION OF RECORDS
The Fund shall maintain the following records as required under Rule 17j-1;
reports received by a Fund's investment adviser on behalf of the Fund shall
be maintained as required under Rule 17j-1:
(a) a copy of any Code of Ethics in effect within the most recent
five years;
(b) a list of all persons required to make reports hereunder within
the most recent five years and a list of all persons who were
responsible for reviewing the reports, as shall be updated by the
compliance officer of the Fund;
(c) a copy of each report made by an access person hereunder and
submitted to the Fund's compliance officer for a period of five
years from the end of the fiscal year in which it was made;
(d) each memorandum made by the compliance officer of the Fund
hereunder, for a period of five years from the end of the fiscal
year in which it was made;
(e) a record of any violation hereof and any action taken as a result
of such violation, for a period of five years following the end
of the fiscal year in which the violation occurred; and
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(f) a copy of every report provided to the Fund's Board of Directors
by the Fund, its investment adviser or principal underwriter which
describes any issues arising under the Code of Ethics and
certifies that the Fund, the investment adviser or principal
underwriter, as applicable, has adopted procedures reasonably
necessary to prevent access persons from violating the Code of
Ethics.
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