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NVEST FUNDS MANAGEMENT, L.P.
NVEST FUNDS DISTRIBUTOR, L.P.
NVEST SERVICES CO., INC.
CODE OF ETHICS
JULY 1, 2000
This is the Code of Ethics of Nvest Funds Management, L.P. (NFM), Nvest Funds
Distributor, L.P. (NFD) and Nvest Services Co., Inc. (NSC) ( the "Firms").
THINGS YOU NEED TO KNOW TO USE THIS CODE
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1. Terms in BOLDFACE TYPE have special meanings as used in this Code. To
understand the Code, you need to read the definitions of these terms. The
definitions are at the end of the Code.
2. To understand what parts of this Code apply to you, you need to know whether
you are considered an Access Person. If you don't know, ask the Compliance
Officer.
Most officers and directors of the Firms are regarded as Access Persons, though
due to the nature of NFM's activity few individuals have occasional or regular
opportunity for access to information regarding portfolio transactions.
Throughout the organization, members of the Firms do not make or influence
decisions regarding investment transactions in the Funds.
This Code has three sections:
Part I-- Applies to ALL ASSOCIATES
Part II-- Applies to ACCESS PERSONS
Part III--Definitions
There are also three Reporting Forms that ACCESS PERSONS have to fill out under
this Code. You can get copies of the Reporting Forms from the COMPLIANCE
OFFICER.
3. The Compliance Officer has the authority to grant written waivers of the
provisions of this Code in appropriate instances. However:
O the Firms expect that waivers will be granted only in rare instances;
and
O some provisions of the Code are mandated by SEC rule and cannot be
waived.
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PART I--APPLIES TO ALL ASSOCIATES
A. GENERAL PRINCIPLES--THESE APPLY TO ALL ASSOCIATES
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It is important to note that NFM, NFD and NSC are not in the business of
providing investment advice or engaging in the investment decision-making
process for any client or registered investment company, in particular, for any
registered investment company for which NFM is the advisor, NFD acts as
distributor/principal underwriter or NSC as the administrator and transfer agent
("the Funds"). The Firms provide services to the Funds and/or engage in
monitoring the management activity of investment advisors who serve as advisor
or subadvisor for certain portfolios. Because of this unique relationship, it is
generally improper for the Firms or its Associates to:
O use for their own benefit (or the benefit of anyone other than the
Funds) information about the trading activity of the Funds or
recommendations of the advisors or subadvisors; or
O take advantage of investment opportunities that would otherwise be
available for the Funds.
Also, as a matter of business policy, the Firms want to avoid even the
appearance that its Associates or others receive any improper benefit from
information about trading activity of the Funds, the advisors or subadvisors, or
from our relationships with the brokerage and advisory communities.
The Firms expect all Associates to comply with the spirit of the Code, as well
as the specific rules contained in the Code.
The Firms treat violations of this Code (including violations of the spirit of
the Code) very seriously. If you violate either the letter or the spirit of this
Code, the Firms might impose penalties or fines, cut your compensation, demote
you, require disgorgement of trading gains, impose a ban on one's personal
trading, suspend or terminate your employment.
Improper trading activity can constitute a violation of this Code. But you can
also violate this Code by failing to file required reports in a timely manner,
or by making inaccurate or misleading reports or statements concerning trading
activity or securities accounts. You can violate this Code even if no harm
results from your conduct.
If you have any doubt or uncertainty about what this Code requires or permits,
you should ask the COMPLIANCE OFFICER. Don't just guess at the answer.
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B. GIFTS TO OR FROM BROKERS, CLIENTS OR OTHERS--THIS APPLIES TO ALL ASSOCIATES
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No Associate may accept or receive on their own behalf or on behalf of the Firms
any gift or other accommodations from a vendor, broker, securities salesman,
client or prospective client (a "business contact") that might create a conflict
of interest or interfere with the impartial discharge of such Associate's
responsibilities to the Firms or the Funds or place the recipient or the Firms
in a difficult or embarrassing position. This prohibition applies equally to
gifts to members of the FAMILY/HOUSEHOLD of Associates.
No Associate may give or receive on their own behalf or on behalf of the Firms,
any gift or other accommodation to a business contact that may be construed as
an improper attempt to influence the recipient.
In no event should gifts to or from any one business contact have a value that
exceeds the annual limitation on the dollar value of gifts established by the
Compliance Officer from time to time (currently $100).
These policies are not intended to prohibit normal business entertainment such
as meals or tickets to sporting events or the theatre. Please note that business
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entertainment is different than giving or receiving gifts. If you are unsure
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whether something is a gift or business entertainment, ask the Compliance
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Officer.
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C. Service on the Board or as an Officer of Another Company--This Applies to
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All Associates
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To avoid conflicts of interest, inside information and other compliance and
business issues, the Firms prohibit all its Associates from serving as officers
or members of the board of any other entity, except with the advance written
approval of the Firms. Approval must be obtained through the COMPLIANCE OFFICER,
and will ordinarily require consideration by senior management. The Firms can
deny approval for any reason. This prohibition does not apply to service as an
officer or board member of any parent or subsidiary of the Firms nor does it
apply to members of the Firm's board who are not employees of the Firms.
PART II--APPLIES TO ACCESS PERSONS
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A. REPORTING REQUIREMENTS--THESE APPLY TO ALL ACCESS PERSONS
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NOTE: One of the most complicated parts of complying with this Code is
understanding what holdings, transactions and accounts you must report and what
accounts are subject to trading restrictions. For example, accounts of certain
members of your family and household are covered, as are certain categories of
trust accounts, certain investment pools in which you might participate, and
certain accounts that others may be managing for you. To be sure you understand
what holdings, transactions and accounts are covered, it is essential that you
carefully review the definitions of COVERED SECURITY,
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Family/Household and BENEFICIAL OWNERSHIP in the "Definitions" section at the
end of this Code.
ALSO: YOU MUST FILE THE REPORTS DESCRIBED BELOW, EVEN IF YOU HAVE NO HOLDINGS,
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TRANSACTIONS OR ACCOUNTS TO LIST IN THE REPORTS.
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1. INITIAL HOLDINGS REPORTS.
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No later than 10 days after you become an ACCESS PERSON, you must file with the
COMPLIANCE OFFICER a Holdings Report on Form A (copies of all reporting forms
are available from the COMPLIANCE OFFICER).
Form A requires you to list all COVERED SECURITIES in which you (or members of
your Family/Household) have BENEFICIAL OWNERSHIP. It also requires you to list
all brokers, dealers and banks where you maintained an account in which any
securities (not just COVERED SECURITIES) were held for the direct or indirect
benefit of you or a member of your FAMILY/HOUSEHOLD on the date you became an
ACCESS PERSON.
Form A also requires you to confirm that you have read and understand this Code,
that you understand that it applies to you and members of your FAMILY/HOUSEHOLD
and that you understand whether you are an ACCESS PERSON under the Code.
2. Quarterly Transaction Reports.
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No later than 10 days after the end of March, June, September and December each
year, you must file with the COMPLIANCE OFFICER a Quarterly Transactions Report
on Form B.
Form B requires you to report all transactions during the most recent calendar
quarter in COVERED SECURITIES, where you (or a member of your FAMILY/HOUSEHOLD)
had BENEFICIAL OWNERSHIP. It also requires you to either confirm or amend your
complete list of all brokers, dealers and banks where you or a member of your
FAMILY/HOUSEHOLD established an account in which any securities (not just
COVERED SECURITIES) were held, or could have been held during the quarter for
the direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD.
3. Annual Holdings Reports.
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By January 30 of each year, you must file with the COMPLIANCE OFFICER an Annual
Holdings Report on Form C as of December 31 of the preceding year.
Form C requires you to list all COVERED SECURITIES in which you (or a member of
your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP as of December 31. It also
requires you to list all brokers, dealers and banks where you or a member of
your FAMILY/HOUSEHOLD maintained an account in which any securities (not just
COVERED SECURITIES) were held, or could have been held for the direct or
indirect benefit of you or a member of your FAMILY/HOUSEHOLD on December 31.
Form C also requires you to confirm that you have read and understand this Code,
that you understand that it applies to you and members of your FAMILY/HOUSEHOLD
and that you understand that you are an ACCESS PERSON under the Code.
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4. DUPLICATE CONFIRMATION STATEMENTS.
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If you or any member of your FAMILY/HOUSEHOLD have a securities account with any
broker, dealer or bank, it is recommended that you direct that broker, dealer or
bank to send, directly to the Firm's COMPLIANCE OFFICER, duplicate copies of all
transaction confirmation statements and account statements relating to that
account. While the provision of duplicate confirmation statements is currently a
recommendation, the Firms reserve the right to mandate this provision for one or
all Access Persons at any time.
B. TRANSACTION RESTRICTIONS--THESE APPLY TO ALL ACCESS PERSONS
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1. Preclearance.
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Given the nature of NFM's current advisory operations, which are restricted to
post-trade oversight of other investment advisors, NFD's role as
distributor/principal underwriter, and NSC's role as administrator and transfer
agent of the Funds, the Firms have determined that preclearance of transactions
is not practicable. Nonetheless, the Firms reserve the right to require any
Access Person to preclear transactions at any time and, if requested by a Firm,
an Access Person will obtain the approval of such Firm before buying or selling
any security, for such period (which may be indefinite) as such Firm shall
determine.
2. Initial Public Offerings and Private Placements.
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ACCESS PERSONS may acquire securities in an initial public offering (IPO) or
private placement if prior written approval is obtained from the Compliance
Officer, and participation does not present a conflict of interest with any NFM
clients or impede the equitable distribution of the offering to the public. Any
allocation of an IPO to an ACCESS PERSON due to their position in the Firms will
be denied. Further, the COMPLIANCE OFFICER may deny approval requests for any
reason.
C. 15-DAY BLACKOUT PERIOD--THIS APPLIES TO ALL ACCESS PERSONS
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No ACCESS PERSON (including any member of the FAMILY/HOUSEHOLD of such ACCESS
PERSON) may purchase or sell any COVERED SECURITY within the seven calendar days
immediately before or after a calendar day on which any Fund purchases or sells
that Covered Security (or any closely related security, such as an option or a
related convertible or exchangeable security), unless the ACCESS PERSON had no
actual knowledge that the COVERED SECURITY (or any closely related security) was
being considered for purchase or sale for any client account. Note that the
total blackout period is 15 days (the day of the client trade, plus seven days
before and seven days after).
NOTE: While trading within the 15-day Blackout Period is not automatically
considered a violation of the Code, personal securities trading activity will be
monitored by the Compliance Officer and if a pattern develops between the
trading activity of an Access Person and the Funds it will be investigated. If
it is determined that a violation has occurred the Firms will generally require
any profits from the transactions to be
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disgorged for donation by the Firms to charity, but may impose other sanctions
as deemed necessary.
EXEMPT TRANSACTIONS. The 15-day blackout period restriction does not apply to
the following categories of transactions:
o Transactions in COVERED SECURITIES guaranteed by the United States
Government, or any securities issued or guaranteed by its agencies or
instrumentalities.
o Transactions in any registered open-end mutual fund including exchange
traded funds. NOTE: Transactions in closed-end mutual funds ARE
subject to the 15-day blackout period.
o Transactions in common or preferred stocks of a class that is
publicly-traded, issued by a company with a stock market
capitalization of at least $10 billion U.S. dollars (or the equivalent
in foreign currency).
o Transactions in futures and options contracts on interest rate
instruments or indexes, and options on such contracts.
o Transactions that occur by operation of law or under any other
circumstance in which neither the ACCESS PERSON nor any member of his
or her FAMILY/HOUSEHOLD exercises any discretion to buy or sell or
makes recommendations to a person who exercises such discretion.
o Purchases pursuant to the exercise of rights issued pro rata to all
holders of the class of COVERED SECURITIES held by the ACCESS PERSON
(or Family/Household member) and received by the ACCESS PERSON (or
FAMILY/HOUSEHOLD member) from the issuer.
o Purchases of COVERED SECURITIES pursuant to an automatic dividend
reinvestment plan.
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DEFINITIONS
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These terms have special meanings in this Code of Ethics:
ACCESS PERSON
ASSOCIATE
BENEFICIAL OWNERSHIP
COMPLIANCE OFFICER
COVERED SECURITY
FAMILY/HOUSEHOLD
INITIAL PUBLIC OFFERING
PRIVATE PLACEMENT
The special meanings of these terms as used in this Code of Ethics are explained
below. Some of these terms (such as "beneficial ownership") are sometimes used
in other contexts, not related to Codes of Ethics, where they have different
meanings. For example, "beneficial ownership" has a different meaning in this
Code of Ethics than it does in the SEC's rules for proxy statement disclosure of
corporate directors' and officers' stockholdings, or in determining whether an
investor has to file 13D or 13G reports with the SEC.
IMPORTANT: IF YOU HAVE ANY DOUBT OR QUESTION ABOUT WHETHER AN INVESTMENT,
ACCOUNT OR PERSON IS COVERED BY ANY OF THESE DEFINITIONS, ASK THE COMPLIANCE
OFFICER. DON'T JUST GUESS AT THE ANSWER.
ACCESS PERSON
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means access person as defined in Rule 17j-1 under the Investment Company Act,
as amended from time to time. Currently this includes:
o Any director, officer or employee of the Firms who, in connection with
his or her regular functions may obtain information regarding the
purchase or sale of a security by a Fund.
o Any person in a control relationship to the Firms who obtains
information concerning recommendations made to the Funds with regard
to the purchase or sale of a security.
The Firms' determination is that management staff who are Members of NSC's Fund
Administration, Legal and Compliance Departments, NFM's Product Development
Department, members of the NFM Investment Committee and the NFD Operating
Committee are those who have occasional or regular opportunity for access to
information regarding portfolio transactions. Other Members of the Firms, who
are not otherwise subject to this Code, may become subject to this Code if they
obtain current information concerning which securities are being purchased or
sold by the Funds, an advisor, or subadvisor to the Funds. Any Members of the
Firms who obtain such information must immediately notify the Compliance
Officer.
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An ACCESS PERSON of the Firms does not include an employee of a company in a
control relationship to the Firms where such company is required to have a code
of ethics containing provisions reasonably necessary to prevent the ACCESS
PERSONS from engaging in any act, practice or course of business prohibited by
Rule 17j-1(a) and such employee is required to report his transactions to such
company.
Associate
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means any individual employed or contracted by Nvest Funds Management, L.P.
(NFM), Nvest Funds Distributor, L.P. (NFD) or Nvest Services Co., Inc. (NSC) (
the "Firms"). Access Persons are also Associates of the Firms.
Beneficial ownership
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means beneficial ownership as defined in Rule 17j-1 under the Investment Company
Act, as amended from time to time. Currently this means: any opportunity,
directly or indirectly, to profit or share in the profit from any transaction in
securities. BENEFICIAL OWNERSHIP is a very broad concept. Some examples of forms
of BENEFICIAL OWNERSHIP include:
o securities held in a person's own name, or that are held for the
person's benefit in nominee, custodial or "street name" accounts.
o securities owned by or for a partnership in which the person is a
general partner (whether the ownership is under the name of that
partner, another partner or the partnership or through a nominee,
custodial or "street name" account).
o securities that are being managed for a person's benefit on a
discretionary basis by an investment advisor, broker, bank, trust
company or other manager, unless the securities are held in a "blind
trust" or similar arrangement under which the person is prohibited by
contract from communicating with the manager of the account and the
manager is prohibited from disclosing to the person what investments
are held in the account. (Just putting securities into a discretionary
account is not enough to remove them from a person's BENEFICIAL
OWNERSHIP. This is because, unless the arrangement is a "blind trust,"
the owner of the account can still communicate with the manager about
the account and potentially influence the manager's investment
decisions).
o securities in a person's individual retirement account.
o securities in a person's account in a 401(k) or similar retirement
plan, even if the person has chosen to give someone else investment
discretion over the account.
o securities owned by a trust of which the person is either a trustee or
a beneficiary.
o securities owned by a corporation, partnership or other entity that
the person controls (whether the ownership is under the name of that
person, under the name of the entity or through a nominee, custodial
or "street name" account).
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o securities that are traded on behalf of an investment club of which an
ACCESS PERSON is a club member or in which a member of their
FAMILY/HOUSEHOLD is a member.
This is not a complete list of the forms of ownership that could constitute
BENEFICIAL OWNERSHIP for purposes of this Code. You should ask the COMPLIANCE
OFFICER if you have any questions or doubts at all about whether you or a member
of your Family/Household would be considered to have BENEFICIAL OWNERSHIP in any
particular situation.
COMPLIANCE OFFICER
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means the compliance officer of the Firms or another person
that he or she has designated to perform the functions of Compliance Officer.
For purposes of reviewing the Compliance Officer's own transactions and reports
under this Code, the functions of the Compliance Officer are performed by an
appropriate designee.
COVERED SECURITY
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means a covered security as defined in Rule 17j-1 under the
Investment Company Act, as amended from time to time. Currently this means:
anything that is considered a "security" under the Investment Company Act of
1940, except:
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o Direct obligations of the U.S. Government.
o Bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt obligations, including repurchase
agreements.
o Shares of open-end investment companies that are registered under the
Investment Company Act (mutual funds), including open-end exchange
traded funds.
COVERED SECURITY is a very broad definition of security. It includes most kinds
of investment instruments, including things that you might not ordinarily think
of as "securities," such as:
o options on securities, on indexes and on currencies.
o investments in all kinds of limited partnerships.
o investments in foreign unit trusts, closed end funds and foreign
mutual funds.
o investments in private investment funds, hedge funds and investment
clubs.
If you have any question or doubt about whether an investment is a considered a
security or a COVERED SECURITY under this Code, ask the Compliance Officer.
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Members of your FAMILY/HOUSEHOLD include:
o Your spouse or domestic partner (unless he or she does not live in the
same household as you and you do not contribute in any way to his or
her support).
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o Your children under the age of 18.
o Your children who are 18 or older (if they live in the same household
as you and you contribute in any way to their support).
o Any of these people who live in your household: your stepchildren,
grandchildren, parents, stepparents, grandparents, brothers, sisters,
parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and
sisters-in-law, including adoptive relationships.
o Any individuals for which you are exercising investment control or are
doing so on one's behalf.
Comment--There are a number of reasons why this Code covers transactions in
which members of your FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP. First, the SEC
regards any benefit to a person that you help support financially as indirectly
benefiting you, because it could reduce the amount that you might otherwise need
to contribute to that person's support. Second, members of your household could,
in some circumstances, learn of information regarding the Firm's trading or
recommendations for client accounts, and must not be allowed to benefit from
that information.
Initial Public Offering ("IPO")
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means an offering of securities registered under the Securities Act of 1933, the
issuer of which, immediately before the registration, was not subject to the
reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of
1934.
PRIVATE PLACEMENT
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means a stock or bond that is not registered with the
Securities & Exchange Commission and therefore cannot be sold in the public
market.
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