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EX99.B(p)(5)
Galliard Capital Management, Inc.
Code of Ethics
Adopted Pursuant to Rule 204-2 of the Investment Advisers Act of 1940
and Rule 17j-1 of the Investment Company Act of 1940
INTRODUCTION
This Code of Ethics has been adopted by Galliard Capital Management, Inc.
("Galliard"), a registered investment adviser, in connection with investment
advisory services it provides to its clients, including certain of the
investment portfolios of registered investment companies (each a "Fund") and
various other institutional accounts (together, "Customer Accounts"). For the
purpose of this Code, all Galliard Employees are considered "access persons" as
defined in the Investment Company Act of 1940 and therefore any requirements
that apply to "access persons" under this Code relative to any Fund advised by
Galliard apply to all Galliard Employees.
This Code contains standards and procedures intended to assure that
Employees of Galliard do not use any information concerning the investments or
investment intentions of a Customer Account or their ability to influence such
investment intentions for personal gain or in a manner detrimental to the
interests of a Customer Account.
All Employees of Galliard, which is a wholly owned subsidiary of Wells
Fargo & Company, must also comply with the Wells Fargo Code of Ethics and Wells
Fargo Insider Trading Policy as outlined in the Wells Fargo Employee Handbook.
The Code of Ethics Procedures, and forms for transaction pre-approval and
reporting requirements are incorporated into this Code of Ethics and attached as
Appendix A.
SECTION 1. PROHIBITED TRANSACTIONS
(a) Securities Transactions. No Employee may purchase any Security held in a
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Fund or other Customer Account advised by Galliard.
(b) Undue Influence; Disclosure of Personal Interest. No Employee shall cause
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or attempt to cause any Customer Account to purchase, sell or hold any Security
in a manner calculated to
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create any personal benefit to the Employee. No Employee shall recommend any
Securities transactions for a Customer Account 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.
For the purposes of (b)(i) above, "beneficial ownership" means the same as it
does under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-
1(a)(2) thereunder, which includes any securities in which an Employee has a
direct or indirect pecuniary interest. In addition, Employees are considered
beneficial owner of any securities held by their spouse, minor children, a
relative who shares their home, or other persons by reason of any contract,
arrangement, understanding or relationship that provides Employee with sole or
shared voting or investment power.
(c) Investment Opportunities. All Employees are expressly prohibited from
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taking personal advantage of any investment opportunity which is eligible for a
Customer Account. Compliance Manager will closely review any personal
transactions which might be eligible for a Customer Account but are otherwise
"not under consideration" as defined by the Code for a conflict of interest.
(d) 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 Customer
Account or otherwise identifying Securities that are being considered for
purchase or sale on behalf of any Customer Account.
SECTION 2. PRE-APPROVAL OF SECURITIES TRANSACTIONS
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(a) Every Employee must obtain written pre-approval from the Compliance
Manager, for any proposed purchase or sale of a taxable, fixed income security,
any initial public offering (IPO) of any type of security, or for any private
placement transaction (PPT) for any type of security for an account in which the
Employee has a direct or indirect beneficial ownership. A form for the purpose
of obtaining pre-approval is included in Appendix A.
(b) Pre-approval is not required for other transactions including, but not
limited to, the following transactions:
(i) purchases or sales of equity or equity-related securities or tax-
exempt municipal bond issues except IPO's and PPT's as outlined above;
(ii) purchases or sales for any account over which an Employee has no
direct or indirect influence or control; 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 issuer.
(c) Purchase or sale of a Security will be prohibited if that Security:
(i) is being considered for purchase or sale for any Customer Account; or
(ii) is being purchased or sold for any Customer Account; or
(iii) is currently held in any customer account, or
(iv) involves use or possession by the Employee of material non-public
information. Employee is directed to the Wells Fargo & Company policy and
requirements for dealing with material non-public information.
(d) Pre-approval shall be effective for one business day following the day on
which granted.
(e) Employee should understand that obtaining approval does not preclude the
possibility of a potential conflict appearing after the time of the trade.
As a result, Employee may be required to "unwind" pervious trades, even
those that were previously approved under this policy.
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SECTION 3. EMPLOYEE REPORTING REQUIREMENTS
(a) Personal Holdings Disclosure Requirements. Every Employee is required to
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disclose within 10 days of initial employment, all personal Security
holdings and personal security accounts using the form provided in Appendix
A. Additionally, each Employee shall disclose annually all personal
Security holdings and personal security accounts using the form in Appendix
A. These reports must, at a minimum, include the shares, principal amount
and identity of every Security held except those outlined in Section 6(d).
(b) Duplicate Trade Confirmation Requirement. In lieu of a quarterly reports
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of security transactions as provided in Rule 17j-1, every Employee must
direct his/her broker(s) to supply on a timely basis, duplicate copies of
confirmations of all personal securities transactions 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 or for those exceptions outlined in Section 6(d).
(c) All reports are to be filed with the Galliard Manger. The Galliard
Compliance Manager, will promptly review all reports and transactions to
assure compliance with this Code. Forms of reports for compliance can be
found in Appendix A.
SECTION 4. SANCTIONS
(a) Sanctions. An Employee who violates the restrictions contained in this
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Code will be subject to disciplinary action, including disgorgement of
profits made or losses avoided, and/or dismissal.
(b) Notification to Funds. The President of Galliard, or his/her designee
shall notify the Board of Trustees of the Funds of each violation of this
Code by any Employee and of any sanctions applied with respect thereto.
SECTION 5. EXCEPTIONS
The Compliance Manager after consulting with the President of Galliard, may
grant exceptions to the policies contained in this Code in appropriate
circumstances.
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SECTION 6. DEFINITIONS
(a) "Employee" means any director, officer or employee of Galliard.
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(b) "being considered for purchase or sale" means, with respect to a security,
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any security eligible for Galliard clients' portfolio for which a security
file has been established and/or the issuer is in the corporate issuer data
base.
(c) "control" shall mean the power to exercise a controlling influence over the
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management or policies of a company, unless such power is solely the result
of an official position with such company.
(d) "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 security shall not include:
(i) direct obligations of the Government of the United States or its
agencies;
(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 Galliard;
(iii) shares of registered open-end investment companies (i.e., mutual
funds); and
(iv) shares of the common stock of Wells Fargo & Company. Employees are
reminded of their responsibilities/restrictions for employees of Wells
Fargo regarding Wells Fargo securities and common stock activity under the
Insider Trading Policy of Wells Fargo.
Amended and Approved Effective June 28, 2000.
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Managing Partner
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Managing Partner
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Managing Partner
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Galliard Capital Management, Inc.
Code of Ethics
Appendix A
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Galliard Capital Management, Inc.
Code of Ethics Procedures
Policy: The Managing Partner of Galliard in charge of compliance shall be the
responsible for administrating the Code of Ethics including all procedures,
reporting, reviews and approvals required by the Code, and shall designate the
Compliance Manager if different than himself.
Procedure:
1. Initial Employee Acknowledgement
. Compliance Manager shall review the Galliard and Wells Fargo Code of
Ethics with all new employees promptly upon arrival at Galliard.
. Employee shall complete the Employee Initial Acknowledgement form and
return to compliance manager by the 10th day of employment.
. Compliance Manager shall review holdings and inform Employee of any
conflict of interest or other issues with the Code. Employee shall take
such action as required to comply with the Code.
2. Annual Review of Code of Ethics
. Each year by February 28/th/, Compliance Manager shall set up a meeting
to review the Galliard Code of Ethics, Wells Fargo Code of Ethics and
AIMR Code of Ethics with all Employees. Attendance will be recorded.
. Those Employees who cannot attend, will receive the review materials
individually and acknowledge they have reviewed all materials presented
and the Codes.
. Compliance Manager shall report the review is completed to appropriate
Wells Fargo Code Administrator as required by the Wells Fargo Code of
Ethics.
3. Annual Employee Acknowledgment
. Every Employee is required to complete the Annual Employee
Acknowledgement form and return it to the compliance manager for review
by February 28.
. Compliance Manager shall review all Employee holdings and inform
Employee of any conflict of interest or other issues with the Code.
Employee shall take such action as required to comply with the Code.
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4. Review of Security Transactions
. Employees are required to have duplicate confirmations for all non-
exempt personal security transactions in all personal securities
accounts promptly forwarded to Compliance Manager.
. Compliance Manager shall review all transactions as received for
potential conflicts of interest or other issues with the Codes.
5. Pre-approval Process
. Employee shall complete Request for Personal Security Pre-Approval form
and submit it to Compliance Manager before any transaction requiring
pre-approval under the Code.
. Compliance Manager shall promptly review all requests and notify
Employee whether proposed transaction is approved or not approved.
. Employee shall provide final details of transaction through regular
confirmation process or by other report.
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Galliard Capital Management, Inc.
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Employee Initial Acknowledgement
Name _____________________________________________________________________
Telephone _____________________________________________________________________
Supervisor _____________________________________________________________________
Personal Holdings Disclosure
[_] I have attached a report that, at a minimum, includes the title, number of
shares and principal amount of every non-exempt security that I have any
beneficial ownership within all of my personal securities accounts listed
below.
[_] I have no holdings except for those securities exempt by the Code.
Duplicate Trade Confirmation
[_] I have directed the following firms (list all firms and provide account
numbers) with which I have received, personal securities accounts to supply
duplicate copies of confirmations of all personal securities transactions
for all accounts in which I have any beneficial ownership.*
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
[_] I have no outside broker(s).
I hereby certify that the information provided herein is complete and accurate.
I also acknowledge that I have reviewed and understand the Galliard Capital
Management, Inc. Code of Ethics, the Wells Fargo & Company Code of Ethics and
Wells Fargo Insider Trading Policy and have complied with all of its
requirements.
________________________ ____________________________________________________
Dated Signature
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*Copies of broker(s) documentation are to be directed to the following:
Galliard Capital Management, Inc.
Attention: Compliance Department
800 LaSalle Avenue, Suite 2060
Minneapolis, MN 55402-2033
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Galliard Capital Management, Inc.
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Employee Annual Acknowledgement
Name _____________________________________________________________________
Telephone _____________________________________________________________________
Supervisor _____________________________________________________________________
Personal Holdings Disclosure
[_] I have attached a report that, at a minimum, includes the identity, number
of shares and principal amount of every non-exempt security that I have any
beneficial ownership within all of my personal securities accounts listed
below.
[_] I have no holdings except for those securities exempt by the Code.
Personal Securities Accounts Disclosure
[_] I have personal securities accounts with the following firms (include firm
and account numbers).
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
[_] I have no outside broker(s).
I hereby certify that the information provided herein is complete and accurate.
I also acknowledge that I have received, reviewed and understand the Galliard
Capital Management, Inc. Code of Ethics, the Wells Fargo & Company Code of
Ethics and Wells Fargo Insider Trading Policy and have complied with all of its
requirements.
__________________________ _________________________________________________
Dated Signature
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Galliard Capital Management, Inc.
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Request for Personal Security Transaction Pre-Approval
Date and Time Transaction Type
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Requested by Security
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Telephone Security Type
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Division CUSIP
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Supervisor # of Units
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In requesting Pre-Clearance for the above transaction, I certify that:
. I have read and agree to be bound by the Galliard Capital Management, Inc.
Code of Ethics, and the Wells Fargo & Company Code of Ethics and Wells
Fargo Insider Trading Policy. This proposed transaction would not violate
any of the above.
. This trade will not compete with and is not in conflict with any recent or
imminent security trade of a Fund or other client for which I am an Access
Person.
. I have no knowledge that this security is currently being considered for
purchase or sale by a Fund or other client.
. This trade is not being contemplated for the purpose of receiving personal
financial gain in connection with any recent or imminent security trade of
a Fund or by another client.
________________________________
Signed
Trade Approval
[_] Trade Approved Trade Disapproved [_]
By approving this trade, I certify that I am Reason for trade disapproval:
not aware of any reason this trade is in
conflict with any Wells Fargo policy,
Galliard Policy or Fund.
_____________________________ ___________________________
Signed Signed
_____________________________ ___________________________
Date and Time Date
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Instructions for completion of form:
. Complete all boxes and sign form. Use a separate form for each security.
. Have Compliance Officer approve the transaction, or in his/her absence,
another Galliard partner.
. A copy of this form with original signatures must be filed with the Galliard,
Inc. Compliance Officer.
. Trade must be completed with one business day of approval, or re-approval
must be obtained.
