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EX-99.B.9(p)(8)
Code of Ethics
For
Employees of Smith & Summers, LLC
INTRODUCTION
This Code of Ethics has been adopted by Smith & Summers, L.L.C., Smith
Asset Management Group, L.P. ("SAMG"), a registered investment adviser, and
Discovery Management, Ltd. ("DM"), which is not a registered investment adviser,
in connection with various investment advisory services they provide to certain
of the investment portfolios (each a "Client" ) of SAMG and/or DM. This Code
contains standards and procedures intended to assure that Employees (as defined
below) do not use any information concerning the investments or investment
intentions of a Client, or their ability to influence such investment
intentions, for personal gain or in a manner detrimental to the interests of the
Clients. The Personal Security Transactions Procedure, and forms of a request
for pre-clearance and reporting requirements are incorporated into this Code of
Ethics and attached as Appendix A.
SECTION 1. DEFINITIONS
(a) "Employee" means any employee, director, or officer, of Smith & Summers,
L.L.C., SAMG, or DM.
(b) "being considered for purchase or sale" means, with respect to a security,
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when a recommendation to purchase or sell that security has been
communicated and, with respect to the person making the recommendation,
when that person seriously considers making the recommendation.
(c) "Security `shall mean a security as defined in Section 2(a)(36) of the
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Investment Company Act of 1940 (the "Act"); provided, however, that the
term shall not include:
(i) direct obligations of the Government of the United States;
(ii) high quality short-term debt instruments, including, but not limited
to, bankers' acceptances, bank certificates of deposit, commercial
paper, repurchase agreements covering any of the foregoing, and,
other money market instruments as determined by Smith & Summers,
L.L.C.
(iii) shares of registered open-end investment companies.
SECTION 2. PROHIBITED TRANSACTIONS
(a) Insider Trading Policy. (Section 204A) Employees are prohibited from
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trading in a security, on their behalf or for others, while in possession
of material, nonpublic information ("insider trading). Insider trading is
a violation of the federal
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securities laws and may result in criminal and civil penalties for the
Employee and the Firm. Tipping of material, nonpublic information is also
prohibited.
The Firm considers information to be material if there is a substantial
likelihood that a reasonable shareholder would consider it important in
deciding how to act. Information is considered to be nonpublic when it has
not been disseminated in a manner making it available to investors
generally. Information becomes public once it is publicly disseminated;
limited disclosure does not make the information public.
Any questions regarding the Firm's insider trading policy should be
directed to the Compliance Officer.
(b) Securities Transactions. No Employee may execute any Security transaction
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in any account in which the Employee has any direct or indirect beneficial
ownership unless the transaction has received Pre-Clearance pursuant to
Section 3, below. Such transactions include, but are not limited to
purchases or sales of Securities and private placements and purchases,
sales and exercises of puts, calls and warrants.
(c) Undue Influence: Disclosure of Personal Interest. No Employee shall cause
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or attempt to cause any Client to purchase, sell, or hold any Security in a
manner calculated to create any personal benefit to the Employee. No
Employee shall recommend any Securities transactions for a Client without
having disclosed his or her interest, if any, in such Securities or the
issuer thereof, including, without limitation:
(i) his or her direct or indirect beneficial ownership of any Securities
of such issuer;
(ii) any position with such issuer or its affiliates; and
(iii) any present or proposed business relationship between such issuer or
its affiliates and the Employee or any party in which the Employee
has a significant interest.
(d) Investment Opportunities. All Employees are expressly prohibited from
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taking personal advantage of any investment opportunity which is to the
detriment of the Client.
(e) Confidentiality. Except as required in the normal course of carrying out
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an Employee's business responsibilities, Employees are prohibited from
revealing information relating to the investment intentions or activities
of any Client or Securities that are being considered for purchase or sale
on behalf of any Client.
SECTION 3. PRE-CLEARANCE OF SECURITIES TRANSACTIONS
(a) Every Employee must obtain written pre-clearance from the Compliance
Officer or her designee, for any securities transaction in which the
Employee has a direct
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or indirect beneficial ownership. A form for the purpose of obtaining pre-
clearance is included in Appendix A.
(b) Pre-Clearance is not required for any of the following transactions:
(i) purchases or sales for any account over which an Employee has no
direct or indirect influence or control.;
(ii) purchases which are part of an automatic dividend reinvestment plan;
or
(iii) purchases made in 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 initially acquired from the issues.
(c) A Prohibited Security is any Security that either:
(i) is being considered for purchase or sale for any Client;
(ii) is being purchased or sold for any Client; or
(iii) has been purchased or sold for any Client within the preceding 7
calendar days.
For the purposes of this section, a purchase and sale of a Security for a Client
includes an initial and a final purchase and sale as well as any interim
adjustments to a Client's position.
(d) Approval will be granted for transaction in a Prohibited Security which
immediately follows the completion of all Client purchases and sales of
that Security and is the same direction as the Client's transactions (i.e.
a purchase which follows the completion of all Client purchases or a sale
which follows the completion of all Client sales).
(e) Except as provided above, approval will not be granted for any transaction
in a Prohibited Security. In addition, approval will not be granted for
any transaction in any Security if that transaction:
(i) would result in the buying or selling of securities in competition
with buy or sell orders of any Client, or operate to the detriment of
a Client, including executing a securities transaction on a day
during which a Client has a pending buy or sell order for that same
Security;
(ii) would be for the purpose of, or result in, buying or selling
securities to take advantage of recent or imminent trades by a
Client;
(iii) would involve the Security of a company with respect to which the
Employee has material non-public information;
(iv) would involve trading in options on any of the stocks held by or
contemplated for a Client;
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(v) would take place before a sufficient period of time has elapsed after
a purchase or sale of the Security by a Client for the effects of the
Client's transaction on the market price to dissipate (even though
seven calendar days may have elapsed); or
(vi) would, in the case of Investment Personnel, involve the acquisition
of a direct or indirect interest in any securities in an initial
public offering.
(f) Pre-Clearance shall be effective for one business day following the day on
which granted.
SECTION 4. COMPLIANCE PROCEDURES FOR THE CODE OF ETHICS
The Compliance Officer is responsible for monitoring Employee compliance with
the Code of Ethics, insuring that all Employees comply with the Code, and
enforcing the Code's requirements and prohibitions. The Compliance Officer will
respond to any questions regarding the Code of Ethics.
(a) Personal Holdings Disclosure Requirement/Annual Certifications. Every
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Employee is required, upon his/her initial designation as an Employee to
disclose all of his/her personal Securities holdings and accounts. On an
annual basis, the Compliance Officer will distribute and subsequently
obtain a certification from each Employee, as described in the Code of
Ethics. If the Employee does not promptly deliver the requested
certification, the Compliance Officer will notify one or more Managing
Directors.
(b) Duplicate Trade Confirmation Requirement. Every Employee must direct
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his/her broker(s) to supply on a timely basis, duplicate copies of
confirmations of all personal securities transactions and copies of
periodic statements for all accounts in which the Employee has any
beneficial ownership. Duplicate trade confirmations are not required with
respect to transactions effected for any account over which the Employee
does not have any direct or indirect influence or control.
(c) All reports are to be filed with the Compliance Officer of Smith & Summers,
LLC, or her designee. Forms of reports for compliance can be found in
Appendix A.
(d) Reviewing Personal Securities Transactions. The Compliance Officer will,
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on at least a quarterly basis, compare Request for Personal Securities
Transaction Forms with duplicate brokerage confirmations, quarterly/monthly
brokerage account statements, and quarterly transaction reports to ensure
that each Employee has requested and obtained approval for each personal
securities transaction during the quarter. If the Compliance Officer does
not receive confirmations or statements on a timely basis, or quarterly
reports no later than the 10th day following the end of each calendar
quarter, the Compliance Officer will contact the Employee(s) to request
such document(s). If the Employee does not promptly deliver the requested
document(s), the Compliance Officer will notify one or more Managing
Directors.
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(e) Requests for Personal Securities Transactions. The Compliance Officer will
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review all Request for Personal Securities Transaction Forms and determine
whether to grant such requests. Before determining whether to grant a
request the Compliance Officer will obtain a report that shows whether one
or more advisory clients own the security for which approval is sought.
The report will also show the number of shares (or the principle amount, as
applicable) owned by clients. The Compliance Officer will consider such
report, and any other information the Compliance Officer believes is
necessary or appropriate, in determining whether to grant a request. If an
Employee seeks approval to acquire a privately placed security, the
Compliance Officer will record, in writing, the reasons supporting any
decision to approve the acquisition. The Firm will maintain such written
records for at least five years after the end of the fiscal year in which
the approval is granted.
SECTION 5. SANCTIONS
(a) Sanctions. If the Compliance Officer finds that an Employee has violated
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the Code of Ethics, the Compliance Officer will notify one or more Managing
Directors. The Managing Directors will determine and impose appropriate
disciplinary action, which may include a warning, disgorgement of profits
made or losses avoided, and/or dismissal.
SECTION 6. EXCEPTIONS
The Managing Directors, or their designee may grant exceptions to the policies
contained in the Code in appropriate circumstances.
I ____________________________________, an employee of Smith and Summers, LLC
acknowledge receipt and review of the Code of Ethics and the forms incorporated
in Appendix A.
______________________ __________________________
Name: Date
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