BPI GLOBAL ASSET MANAGEMENT LLP
CODE_OF_ETHICS AND RULES FOR PERSONAL INVESTING
INTRODUCTION
BPI Global Asset Management LLP (the "Adviser"), recognizes that the
knowledge of present or future portfolio transactions and, in certain instances,
the power to influence portfolio transactions made by or for any client for
which the Adviser serves as an investment adviser (a "Client") which may be
possessed by certain of its staff could place such individuals, if they engage
in personal transactions in securities, in a position where their personal
interest may conflict with that of such Client.
The Adviser has adopted this Code of Ethics to prohibit certain types of
personal securities transactions which may create conflicts of interest (or at
least the potential for or the appearance of a conflict of interest), to specify
certain permitted personal investments and to establish reporting requirements
and enforcement procedures.
In general, all of the personnel of the Adviser (referred to in this Code
as "staff') are expected to:
o act with integrity, competence, dignity and in an ethical manner when
dealing with the public, clients, prospects, employers, employees and
fellow staff
o practice and encourage others to practice in a professional and
ethical manner that will reflect credit on our staff
o strive to maintain and improve their competence
o use reasonable care and exercise independent professional judgement
where appropriate
In addition, all staff shall not, in connection with the purchase or sale,
directly or indirectly, by such person of a security held or to be acquired by
any Client:
o employ any device, scheme or artifice to defraud such Client;
o make to such Client any untrue statement of a material fact or omit to
state to such Client a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;
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o engage in any act, practice or course of business which would operate
as a fraud or deceit upon such Client; or
o engage in any manipulative practice with respect to Client.
STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in the Adviser by its
Clients, the Adviser has adopted the following general principles to guide the
actions of its employees, officers and directors:
o The interests of our Clients are paramount, and all staff must conduct
themselves in all situations by placing the interests of the Clients
before their own.
o All personal transactions in securities by staff must be accomplished
so as to avoid even the appearance of a conflict of interest on the
part of such personnel with the interests of our Clients.
o All staff must avoid actions or activities that allow (or appear to
allow) a person to profit or benefit from his or her position with
respect to the Clients, or that otherwise bring into question the
person's independence or judgment.
DEFINITIONS
In this Code of Ethics, the following capitalized terms have the following
meanings:
(1) "Access Person" shall mean;
(i) each Officer or Manager of the Adviser;
(ii) each employee of the Adviser who makes any investment recommendation
or who participates in the determination of which recommendation is to
be made;
(iii) any employee who, in connection with his or her duties, obtains or
could obtain any information concerning which Securities are being
traded or recommended prior to the effective dissemination of such
recommendations or of the information concerning such recommendations
("Information") to the public; and
(iv) any of the following persons who obtain Information prior to the
effective dissemination of the Information to the public: (a) any
person who is in a control
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relationship to the Adviser, (b) any affiliated person of such
controlling person, and (c) any affiliated person of such affiliated
person.
(2) "Beneficial ownership" of a security is to be determined in the same
manner as it is for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). This means that a person
should generally consider himself the beneficial owner of any
securities in which he has a direct or indirect monetary interest. In
addition, a person should consider himself or herself the beneficial
owner of securities held by his or her spouse, his or her minor
children, a relative who shares his or her home, or other persons by
reason of any contract, arrangement, understanding or relationship
that provides him or her with sole or shared voting or investment
power.
(3) "Compliance Officer" shall mean the Controller of the Adviser.
(4) "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. Ownership of 25% or
more of a company's outstanding voting securities is presumed to give
the holder control over the company. Such presumption may be countered
by the facts and circumstances of a given situation.
(5) "Security" shall have the same meaning as that set forth in Section
2(a)(18) of the Investment Advisers Act of 1940 (the "1940 Act")
PERMITTED PURCHASES AND SALES OF SECURITIES
An Access Person may only invest in and dispose of the following Securities
("Permitted Securities") over which he or she has Beneficial Ownership:
o units or shares of registered open-ended mutual funds
o shares or options of BPI Financial Corporation or units or shares of
public limited partnerships, investment funds and companies managed or
administered by the Adviser and/or its affiliates (including without
limitation, BPI Capital Management Corporation)
o stock index securities approved by the Compliance Officer from time to
time
o securities issued by the Government of the United States or an agency
thereof, bankers' acceptances, bank certificates of deposit or
commercial paper
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o securities held in a fully managed account managed by a registered
investment advisor which is not affiliated with the Access Person and
over which the Access Person has no discretion in respect of
individual investments and in respect of which the Access Person is
not in any way consulted with at any time prior to any particular
transaction or advised of any transaction other than by way of a
statement of account issued no earlier than 5 business days after the
end of the applicable reporting period
o shares, options or other securities of a private company which carries
on, directly or through subsidiaries, an active business and which
does not invest in Non-Permitted Securities where the Access Person
has a close personal or business relationship (other than a
relationship arising because of the Access Person's relationship with
the Adviser) with the founder or promoter of the issuer, but
specifically excluding any securities of a private company offered
pursuant to or as a part of an initial public offering or private
placement where it may reasonably be contemplated that such company
may within one year become a public company
The purchase of Permitted Securities will not be considered to be in conflict
with the interests of Clients and will not require pre-clearance by the
Compliance Officer.
Transitional Provisions
In the event that an Access Person as of April 1, 1997 (or if the employment of
the Access Person commenced after such date, on the commencement of employment
with the Adviser) has Beneficial Ownership in Securities that are not Permitted
Securities ("Non-Permitted Securities"), he or she may continue to hold such
Securities provided that any sale of such Securities must comply with the
following pre-clearance rules.
Any sale of a Non-Permitted Security by an Access Person must be pre-cleared by
the Compliance Officer prior to proceeding with the transaction. No transaction
in Non-Permitted Securities may be effected without the prior written approval
of the Compliance Officer.
The following sales of Non-Permitted Securities shall generally be entitled to
clearance from the Compliance Officer:
(a) Sales of Securities which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of harm to our
Clients and which are otherwise in accordance with the law.
(b) Sales of Securities which are not eligible for purchase or sale by any
Client, as determined by reference to the investment objectives and
restrictions of the Clients.
(c) The portfolio managers of the Adviser do not anticipate future trading
in the Security in such a manner that could provide a personal benefit
to the Access Person.
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(d) There is no pending buy or sell order by the portfolio managers of the
Adviser for the Security which has not been executed or withdrawn and,
if the Access Person is the portfolio manager, there has not been
trading in the Security by the portfolio manager on behalf of a client
of the Adviser within the previous 5 trading days.
The requirements for the purchase or sale of Non-Permitted Securities shall not
apply to the following transactions:
(a) purchases or sales over which the Access Person has no direct or
indirect influence or control;
(b) purchases which are part of an automatic dividend reinvestment plan;
or
(c) purchases effected upon 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 acquired from such issuer.
All requests to the Compliance Officer for the pre-clearance of the sale of a
Non-Permitted Security must be in writing in the form set out in Schedule 1
hereto, being a certificate of the Access Person that he or she:
(a) does not possess material non-public information relating to the
Security;
(b) is not aware of any proposed trade or investment program for that
Security on behalf of any Client;
(c) believes that the proposed trade is available to any market
participant on the same terms; and
(d) will provide any other information requested by the Compliance Officer
for the proposed trade.
The pre-approval of the Compliance Officer of any sale of a Non-Permitted
Security shall be valid on the day such approval is given and on the next
trading day (the "Approved Period"). The Access Person must re-apply to the
Compliance Officer for approval to sell such Non-Permitted Security at any time
after the Approval Period.
In the event that an Access Person disposes of Non-Permitted Securities in
accordance with these transitional rules within 60 days of having acquired such
Securities, any profit on such short term sale shall be disgorged to a charity
designated by the Compliance Officer.
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Transitional Personal Holdings By A Portfolio Manager
If a portfolio manager of the Adviser has Beneficial Ownership of a
Non-Permitted Security which he or she desires to purchase on behalf of a
Client, the purchase decision must be made by another portfolio manager who has
no Beneficial Ownership of the Non-Permitted Security and confirmed by the
Compliance Officer.
Purchase and Sale of Securities of a Publicly-Traded
Company by an Access Person who is a Director
It is the policy of the Advisor that it will not invest in securities of a
publicly-traded company of which an Access Person is an officer, director or
significant shareholder or is in a similar relationship with the company. In the
event that an Access Person is granted permission to hold such a position with a
publicly-traded company as contemplated below under "Acting as a Director", such
Access Person may purchase and sell securities of such company upon the prior
written approval of the Compliance Officer in the manner as described above
under "Transitional Provisions".
REPORTING OBLIGATIONS OF ACCESS PERSONS
(1) Each Access Person shall sign an acknowledgement at the time this Code
is adopted or at the time such person becomes an Access Person and on
an annual basis thereafter that he or she has read, understands and
agrees to abide by the Code. Such acknowledgement shall be in the form
set out in Schedule 2 hereto.
(2) Each Access Person shall within 15 days of the implementation of this
Policy or on the commencement of employment (whichever is later) and
of January 1 of each year thereafter file with the Compliance Officer
a list of all Permitted and Non-Permitted Securities Beneficially
Owned by the Access Person.
(3) Each Access Person shall report to the Compliance Officer each
transaction in Non- Permitted Securities in which the person has, or
by reason of such transaction acquires, any direct or indirect
Beneficial Ownership within 5 days of such transaction. Each Access
Person shall provide on a timely basis to the Compliance Officer
duplicate copies of all trading account statements relating to
personal securities transactions.
(4) Each Access Person shall file with the Compliance Officer not later
than 10 days after the end of the calendar quarter quarterly reports
on purchases and sales of Non Permitted Securities which obligation
may be fulfilled by ensuring that duplicate copies of monthly
statements of portfolio holdings are delivered to the Compliance
Officer by the applicable dealer. Any Access Person who is a
Compliance Officer shall submit confidential quarterly reports with
respect to his or her own personal securities transactions to an
officer designated to receive his or her reports (the
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"Alternate Compliance Officer"), who shall act in all respects in the
manner prescribed herein for the Compliance Officer. Any such report
may contain a statement that the report shall not be construed as an
admission by the person making such report that he or she has any
direct or indirect Beneficial Ownership in the Security to which the
report relates. Every report on transactions involving NonPermitted
Securities shall contain the following information:
(a) the date of the transaction, the title and the number of shares
or the principal amount of each Security involved;
(b) the nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(b) the price at which the transaction was effected;
(d) the name of the broker, dealer or bank with or through whom the
transaction was effected; and
(e) the date the report was signed.
(5) In the event no reportable transactions occurred during the quarter,
the report should be so noted and returned, signed and dated.
All reports and statements received by the Compliance Officer from Access
Persons shall be kept confidential by the Compliance Officer and will only be
disclosed to others if the disclosure is required to enforce compliance with
this Code or is lawfully requested by securities regulators.
ROLE OF THE COMPLIANCE OFFICER
Review and Enforcement
The Compliance Officer shall review reported personal securities transactions
and the Clients' securities transactions to determine whether a violation of
this Code may have occurred. Before making any determination that a violation
has been committed by any person, the Compliance Officer shall give such person
an opportunity to supply additional explanatory material.
If the Compliance Officer determines that a violation of this Code has occurred,
he or she shall provide a written report to the Managers of the Adviser and
impose upon the individual such sanctions as he or she deems appropriate, which
may range from a written warning, suspension with or without pay, termination of
employment and/or disgorgement of profits.
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In the event that the Access Person disagrees as to whether a violation occurred
or with the appropriateness of the sanction, such Access Person may request that
the Managers of Adviser who are not Access Persons review such decisions, it
being understood that the decision of such Managers shall be final and binding
upon the Adviser and the Access Person.
Records
The Compliance Officer on behalf of the Adviser shall maintain records in the
manner and to the extent set forth below, which records shall be available for
examination by representatives of the Securities and Exchange Commission:
(1) a copy of this Code and any other code which is, or at any time within
the past five years has been, in effect shall be preserved in an
easily accessible place;
(2) a list of all Access Persons from time to time;
(3) a record of any violation of this Code and of any action taken as a
result of such violation shall be preserved in an easily accessible
place for a period of not less than five years following the end of
the fiscal year in which the violation occurs;
(4) a copy of each report made by an Access Person pursuant to this Code
shall be preserved in an easily accessible place for a period of not
less than five years from the end of the fiscal year in which it is
made; and
(5) a list of persons who are, or within the past five years have been,
Access Persons shall be maintained in an easily accessible place.
ANNUAL REPORT TO MANAGERS OF THE ADVISER
It is acknowledged that a majority of the Managers of the Adviser do not
participate in the day to day management of the Adviser and that such Managers
shall have general oversight responsibility for this Code. On an annual basis
the Compliance Officer shall report to these Managers in writing:
(a) summarizing the existing procedures concerning personal investing and
any changes made to the procedures in the past year;
(b) as to compliance with the Code, summarizing any instances of
non-compliance and the sanctions imposed by the Compliance Officer and
providing any other information as may be requested by such Managers
from time to time; and
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(c) recommending any changes or modifications to the Code which in the
opinion of the Compliance Officer would be desirable or beneficial due
to legal and business developments and the Adviser's experience in
administering the Code.
GIFTS AND GRATUITIES
No Access Person shall accept or receive any gift or other thing of more than de
minimis value from any person or entity that does business with or on behalf of
the Adviser.
ACTING AS A DIRECTOR
It is the policy of the Adviser that it will not invest in securities of a
publicly traded company of which an Access Person is an officer, director or
significant shareholder or is in a similar relationship with the company.
Accordingly, no Access Person may hold or accept a position as a director,
officer, trustee or general partner of a publicly-traded company or be a
significant shareholder of a public company unless such position has been
presented to and approved by the Compliance Officer on the basis that it is
consistent with the interests of the Clients.
April 1, 1997
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SCHEDULE-1
BPI GLOBAL ASSET MANAGEMENT LLP
REQUEST FOR PRE-CLEARANCE OF
THE SALE OF A NON-PERMITTED SECURITY
To: Compliance Officer
Re: Sale of _______ (number) shares of __________ (Name of Issuer and Security).
As required by the Code of Ethics and Rules for Personal Investing of BPI Global
Asset Management LLP (the "Code"), this shall serve as my request to receive
pre-clearance for the sale of the aforementioned security(ies). In connection
therewith, I certify that:
o I do not possess material non-public information relating to that
Security;
o I am not aware of any proposed trade or investment program for that
Security on behalf of any Client (as that term is defined in the
Code);
o I believe that the proposed trade is available to any market
participant on the same terms; and
o I will provide any other information requested by you for the proposed
trade.
I understand that this pre-approval of this sale of a Non-Permitted Security
shall be valid on the day such approval is given and on the next trading day.
After such period, I must re-apply to you for preapproval to sell such
Non-Permitted Security.
I further understand that if such security was acquired within 60 days of the
sale date, any profit on such short-term sale shall be disgorged in accordance
with the Code.
____________________________ ________________________ ________________
Employee Signature Employee Name Date
PRE-APPROVAL GRANTED
_____________________________ _____________
Compliance Officer Signature Date
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SCHEDULE-2
BPI GLOBAL ASSET MANAGEMENT LLP
CODE OF ETHICS AND RULES FOR PERSONAL INVESTING
To: Compliance Officer
Re: Acknowledgement of Receipt of Code of Ethics and Rules for Personal
Investing
1. As required by the Code of Ethics and Rules for Personal Investing (the
"Code") of BPI Global Asset Management LLP (the "Advisor") I acknowledge
that I have read, understand and agree to abide by the Code.
2. Further, I understand that I may only invest in and dispose of Permitted
Securities (as defined in the Code) over which I have Beneficial Ownership
(as defined in the Code);
3. Please initial one of the following:
______ I will cause to be provided on a timely basis to the Compliance
Officer duplicate copies of all trading account statements relating to
personal securities transactions.
______ I have no trading account at the present time, but will notify the
Compliance Officer if I open a trading account and will cause duplicate
copies of all trading account statements to be provided to the Compliance
Officer if and when I establish such an account.
4. I attach a list of all Permitted and Non-Permitted Securities Beneficially
Owned by me as of the date hereof.
____________________________ ________________________ ________________
Employee Signature Employee Name Date
