U.S. TRUST
INVESTMENT ADVISER
CODE OF ETHICS
Revised: August 18, 1999
TABLE OF CONTENTS
I. Introduction
II. Rule 17j-1 of the Investment Company Act & Acknowledgement
III. Persons Subject to this Code - Other Definitions
IV. Restrictions On Personal Investment Activities
(a) Prohibition On Acquiring Securities In An Initial Public
Offering Within 30 Days Of The Initial Offering
(b) Prior Approval of Private Placement Investments
(c) Blackout Periods For Trading in the Same Security as a
Client
(d) Pre-Clearance of Personal Securities Transactions
(e) Delivery of Duplicate Broker's Confirmations and
Investment Account Statements To Employer
(f) Initial Disclosure of Personal Holdings & Quarterly
Updates
(g) Prohibition on Service as a Director
(h) Prohibition on Accepting or Giving Gifts
V. Transactions And Holdings Not Subject To This Code
VI. Oversight of Code of Ethics
VII. Confidentiality
I. INTRODUCTION
High ethical standards are essential not only to the success of U.S. Trust
Corporation and its affiliates ("U.S. TRUST"), but to maintain the
confidence of investors. There is a long-standing recognition of the
conflicts of interest that potentially arise in connection with the
personal trading activities of investment personnel. Because it provides
investment advice to registered investment company clients (each a "MUTUAL
FUND COMPANY"), U.S. Trust is required under applicable federal law1 to
adopt a code of ethics containing provisions designed to detect and prevent
improper activity by employees with access to certain Mutual Fund Company
investment-related information. The U.S. Trust Code of Ethics (the "CODE")
applies to each "COVERED PERSON" which is a term defined in Section III.
This includes employees who service personal and institutional clients as
well as those who service Mutual Fund Companies.
Because of the nature of our business, you may be exposed to material,
non-public information ("INSIDE INFORMATION"). Federal securities law
prohibits your use of such information. U.S. Trust owes a fiduciary duty to
its clients that requires its employees to act solely for the benefit of
its clients. Our own long-term business interests are best served by
adherence to the principle that our clients' interests come first. All
employees owe U.S. Trust a duty of loyalty that bars them from engaging in
any activity which may give rise to a potential conflict of interest
between U.S. Trust and its clients or the appearance of such a conflict.
Our goal is to impose as few restrictions as possible consistent with
protecting U.S. Trust, its clients and you from the damage that could
result from real or apparent conflicts of interest or potential violations
of law. While it is impossible to define all situations that pose such a
risk, this Code is designed to address those circumstances in which such
risk is likely to exist.
Adherence to this Code and its restrictions on personal investing is a
basic condition of your employment. If you have any doubt about how this
Code applies to any activity, you should consult your local Compliance
Officer or a member of the Corporate Compliance Division, which is
responsible for administering this Code.
II. RULE 17J-1 OF THE INVESTMENT COMPANY ACT & ACKNOWLEDGEMENT
This Code is adopted pursuant to SEC Rule 17j-1. A copy of the Rule is
attached as Exhibit A. All "Access Persons," which is a term defined in
Section III, are required to (a) be familiar with this Rule, (b) execute
the attached Acknowledgment Form and (c) return the signed form to the
Corporate Compliance Division at H-26.
III. PERSONS SUBJECT TO THIS CODE AND- OTHER DEFINITIONS
(a) This Code applies to every "COVERED PERSON". THEY ARE:
(1) "ACCESS PERSONS" - any U.S. Trust employee who, in
connection with his2 regular duties or function makes,
participates in, or obtains information regarding the
purchase or sale of a security by or for any U.S. Trust
client (including Mutual Fund Companies), or whose
function relates to the making of any recommendations
with respect to such purchases or sales (for example,
portfolio managers, analysts, traders and research
personnel); and
(2) The following other individuals and entities:
(A) a member of an Access Person's immediate family
(i.e., spouse and dependent children);
(B) a person who lives in an Access Person's
household and over whose purchases, sales, or
other trading activities an Access Person
directly or indirectly exercises influence;
(C) a relative whose financial affairs an Access
Person "controls", whether by contract (such as
a Deed of Trust) or by convention (such as a
relative he traditionally advises with regard to
investment choices, invests for or otherwise
assists financially);
(D) an investment or trust account, other than one
maintained at U.S. Trust, over which an Access
Person has investment control or discretion;
(E) a trust or other arrangement that names an
Access Person as a beneficiary; and
(F) a non-public entity (partnership, corporation or
otherwise) of which an Access Person is a
director, officer, partner or employee, or in
which he owns 10% or more of the stock, a
"controlling" interest as generally defined by
securities laws, or over which he exercises
effective control.
(b) "INVESTMENT ACCOUNT" means any securities account:
(1) in which an Access Person holds a beneficial interest,
regardless of whether the account is managed by an
independent third party or self-directed; or
(2) on which an Access Person, his spouse or dependent child
is named in the title of the account; or
(3) for which an Access Person acts as Guardian, Trustee,
Custodian, etc., other than those maintained at U.S.
Trust; or
(4) over which an Access Person exercises control, either
directly (e.g., by Power of Attorney) or indirectly
(e.g., as an advisor).
A comprehensive list of all Access Persons will be compiled and maintained
by the Corporate Compliance Division with the assistance of those
supervising such employees.
(c) "Blackout Period" - see section IV(c).
(d) "Code" - see section I.
(e) "de minimus value" - see section IV(h).
(f) "Front Running" - see section IV(c).
(g) "Inside Information" - see section I.
(h) "Investment Account Records" - see section IV(e).
(j) "IPO" - see section IV(a).
(k) "Mutual Fund Company" - see section I.
(l) "Significant Block" - see section IV(c).
(m) "U.S. Trust" - see section I.
IV. RESTRICTIONS ON PERSONAL INVESTMENT ACTIVITIES
NOTE: The following restrictions apply to all Covered Persons, not just
Access Persons.
(a) PROHIBITION AGAINST ACQUIRING SECURITIES IN AN INITIAL PUBLIC
OFFERING ("IPO") WITHIN 30 DAYS OF THE INITIAL OFFERING. The
opportunity to invest in an IPO can be highly sought after and
these opportunities are often available only to a limited number
of investors. Purchases of IPO's by Covered Persons pose various
potential conflicts of interest. First, an opportunity for Covered
Persons to participate in a "hot issue" or other attractive IPO is
not likely to be viewed as a random event. Second, it may create
the impression that future investment decisions for a client were
not pursued solely because they were in the best interests of such
client. Third, the realization of any short-term profits may
create at least the appearance that an investment opportunity that
should have been available to a client was diverted to a Covered
Person's personal benefit. U.S. Trust believes that prohibiting a
Covered Person's purchase of a security in an IPO until 30 days
after the offering date will reduce these potential conflicts.
(b) PRIOR APPROVAL OF PRIVATE PLACEMENT INVESTMENTS. Companies may
court Covered Persons through private placements in order to
encourage Access Persons to have their clients invest in the
company when it later undertakes an IPO. If an Access Person
invests his client's assets in such a situation, a direct conflict
of interest arises because the client's investment may result in
an increase in value of the issuer's securities and thus increase
the value of a Covered Person's personal holdings.
U.S. Trust recognizes that most private placements will not raise
such conflicts and a complete ban on such investments would
restrict many legitimate investment opportunities. Therefore, an
Access Person must submit a written approval request for any
Covered Person's investment in private placement securities to,
and obtain prior approval from, his Direct Supervisor and the Head
of the Alternative Investment Suitability Committee. Furthermore,
an Access Person must disclose any Covered Person's holdings in
private placement securities to his Direct Supervisor and the Head
of the Alternative Investment Suitability Committee if that Access
Person plays a material role in U.S. Trust's subsequent investment
decision regarding the same issuer. Once this disclosure is made,
an independent review of U.S. Trust's investment decision must be
made by investment personnel with no personal interest in that
particular issuer. This process will accommodate personal
investments for Covered Persons and provide scrutiny where there
is a potential conflict of interest.
(c) BLACKOUT PERIODS FOR TRADING IN THE SAME SECURITY AS A CLIENT. All
Covered Persons are prohibited from trading in a security on a day
during which any Mutual Fund Company has a pending "buy" or "sell"
order in the same security until such company's order is executed
or withdrawn. In addition, all Covered Persons are prohibited from
buying or selling a security within seven (7) calendar days before
and after any Mutual Fund Company trades in that security. The
Blackout Period before a Mutual Fund Company trades is aimed at
preventing "Front Running." The Blackout Period after a Mutual
Fund Company trades is designed to allow sufficient time for the
dissipation of the market effect of the Mutual Fund Company's
trade before the Covered Person trades.
A "BLACKOUT PERIOD" is a period of time during which Covered
Persons may not trade in a given security. "FRONT RUNNING" is
trading in advance of action on a client account trade order while
knowing about that order. This type of knowledge is considered
Inside Information. Using Inside Information to trade (other than
for the client account(s) subject to the trade order) violates
securities laws and the U.S. Trust Business Ethics Policy. Covered
Persons are prohibited from purchasing or selling securities about
which an Access Person has Inside Information.
All Covered Persons are prohibited from trading a security within
three (3) business days before and after U.S. Trust purchases or
sells a "significant block" of that same security for any client
account. A "Significant Block" will be defined by evaluating the
individual issuer.
There may be some limited circumstances where exceptions to these
restrictions will be allowed. Exception requests must be discussed
with the Corporate Compliance Division and approval from the
appropriate officer obtained prior to executing any such
transaction.
(d) PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS. All Covered
Persons must pre-clear personal securities transactions through
the Corporate Compliance Division. To do so, they should contact
the Division a reasonable time before executing an intended
securities transaction. The proposed transaction will be promptly
reviewed in an attempt to determine if it would violate this Code.
The following transactions are exempt from this pre-clearance
requirement.
(1) Any equity securities transaction or related transactions
involving 500 shares or less in the aggregate if, at the
time of the transaction:
(A) the Access Person has no knowledge the security
is being considered for purchase or sale by, or
is actually being purchased or sold for, a
Mutual Fund Company in the mutual fund complex
he services or by U.S. Trust; and
(B) the issuer of the security being purchased or
sold has a market capitalization greater than $1
billion.
(2) Any fixed income securities transaction involving
$100,000 principal amount or less if, at the time of the
transaction, the Access Person has no knowledge that the
security is being considered for purchase or sale by, or
is actually being purchased or sold for, a Mutual Fund
Company in the complex he services or by U.S. Trust.
(3) Transactions in securities not eligible for purchase or
sale by a Mutual Fund Company and the value of such
securities is not based upon, related to, or determined
by, any security eligible for purchase or sale by a
Mutual Fund Company.
(e) DELIVERY OF DUPLICATE TRADE CONFIRMATIONS AND INVESTMENT ACCOUNT
STATEMENTS TO EMPLOYER. Every Access Person must disclose each
existing Investment Account to the Corporate Compliance Division
and authorize that Division to direct his broker(s) to supply it
with duplicate copies of trade confirmations and monthly
statements reflecting transactions affecting such accounts
("INVESTMENT ACCOUNT RECORDS"). Transactions reported on the
Investment Account Records will be reviewed and compared against
Mutual Fund Company and U.S. Trust client transactions. The
Investment Account Records allow U.S. Trust to verify compliance
with this Code. Each Access Person must promptly notify the
Corporate Compliance Division when an Investment Account is
opened, closed or moved.
(f) INITIAL DISCLOSURE OF PERSONAL HOLDINGS & QUARTERLY UPDATES. Upon
commencement of employment, each Access Person is required to
submit to the Corporate Compliance Division a completed Disclosure
of Personal Holdings Form (attached) listing all Investment
Accounts and securities otherwise held by persons having an
interest in an Investment Account. This Disclosure must be updated
each calendar quarter during his employment. The completed update
must be forwarded to the Corporate Compliance Division and will be
used to verify all Investment Account Records are being collected.
(g) PROHIBITION ON SERVICE AS A DIRECTOR. Each Access Person is
prohibited from serving on the board of directors of any publicly
traded company absent prior approval from a member of the National
Operating Committee. Approval will be based upon a determination
that board service would be consistent with the U.S. Trust's
interests in servicing its clients. This restriction does not
apply to service on the board of any not-for-profit organization.
(h) PROHIBITION ON ACCEPTING OR GIVING GIFTS. Each Covered Person is
prohibited from accepting or giving any gift of more than de
minimis value from or to any individual doing business with, or on
behalf of, any U.S. Trust client. For the purposes of this Code,
"de minimis value" means $250.00. Normal business courtesies such
as business meals and entertainment are excluded from the
definition of "gift."
V. TRANSACTIONS AND HOLDINGS NOT SUBJECT TO THIS CODE
The following transactions and holdings are not subject to this Code.
(a) Transactions in, and holdings of, securities issued by the United
States Government.
(b) Transactions in, and holdings of, shares of open-ended investment
companies (commonly known as mutual funds).
(c) Transactions involving, and holdings of, bank certificates of
deposit.
(d) Transactions and holdings in any account over which a Covered
Person has no direct or indirect influence or control (i.e., blind
trust, discretionary account or trust managed by a third party).
(e) Transactions and holdings in Automatic Dividend Reinvestment Plans
(commonly referred to as "DRIPs").
VI. OVERSIGHT OF CODE OF ETHICS
Each Access Person must annually sign and deliver to the Corporate
Compliance Division a form (attached) acknowledging his
familiarity with this Code. In addition, any situation that may
involve a conflict of interest or other potential violation of
this Code must be reported promptly to the Corporate Compliance
Division.
Investment Account Records will be reviewed on an ongoing basis by
the Corporate Compliance Division and compared to transactions
entered into by U.S. Trust for its customers. Any transactions
believed to be a violation of this Code will be reported promptly
to U.S. Trust's Chief Investment Officer.
The Chief Investment Officer shall consider reports made to him
and, upon determining a violation has occurred, may impose such
sanctions or remedial action as he deems appropriate or otherwise
required by law. These sanctions may include, among other things,
disgorgement of profits, suspension or termination of employment
with U.S. Trust and civil or criminal penalties.
VII. CONFIDENTIALITY
All information collected pursuant to this Code will be treated
confidentially to the extent required by law.
U.S. TRUST INVESTMENT ADVISOR CODE OF ETHICS
ACKNOWLEDGMENT
I hereby acknowledge receipt of the U.S. Trust Investment Adviser
Code of Ethics and certify I have read and agree to abide by it.
I also confirm I have disclosed to the Corporate Compliance
Division all existing Investment Accounts (as defined in the Code) on the
accompanying form. I authorize that Division to instruct all brokers
maintaining an Investment Account to supply duplicate copies of trade
confirmations and monthly statements for such accounts to the Corporate
Compliance Division.
I certify I have never been found civilly liable for, nor
criminally guilty of, insider trading and that no legal proceedings
alleging I violated insider trading laws are now pending or, to the best of
my knowledge, threatened by any person or authority.
Date:
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(Signature)
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(Print Name)
DISCLOSURE OF PERSONAL HOLDINGS
This form is to be completed by all Access Persons when hired and sent to
the Corporate Compliance Division.
CHECK ONE BOX
[ ] There are no Investment Accounts I must identify under the U.S.
Trust Investment Adviser Code of Ethics.
[ ] The information listed below describes all Investment Accounts I
must disclose under the Code. There are no securities subject to
the Code held outside an Investment Account.
[ ] The securities subject to the Code held outside an Investment
Account are listed on Page 2. (Supply broker name, address,
telephone number, account number and title.)
Use this space to describe Investment Accounts (attach additional pages as
necessary). If you are reporting a new Investment Account for the first
time, also attach copies of all statements since it was opened.
Account Name:
---------------------------------------------------------
Account #:
---------------------------------------------------------
S.S. or Tax ID #
---------------------------------------------------------
Firm Name:
---------------------------------------------------------
Address:
---------------------------------------------------------
Account Rep:
---------------------------------------------------------
Account Name:
---------------------------------------------------------
Account #:
---------------------------------------------------------
S.S. or Tax ID #
---------------------------------------------------------
Firm Name:
---------------------------------------------------------
Address:
---------------------------------------------------------
Account Rep:
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(Use additional sheets as necessary)
LIST OF SECURITIES SUBJECT TO THE CODE HELD OUTSIDE AN INVESTMENT ACCOUNT
SECURITY DATE ACQUIRED PRICE # SHARES EXECUTING BROKER
-----------------------------------------------------------------------------
SIGNATURE:
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PRINTED NAME:
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Dated:
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DISCLOSURE OF PERSONAL HOLDINGS & QUARTERLY UPDATE
This form is to be completed by all Access Persons quarterly and sent to
the Corporate Compliance Division.
CHECK ALL APPROPRIATE BOXES (PROVIDE DETAILS AS NECESSARY)
[ ] There are no Investment Accounts I must identify under the U.S.
Trust Investment Adviser Code of Ethics.
[ ] There has been no change in Investment Account information I
must provide under the Code since I last completed this
disclosure.
[ ] The Investment Accounts I have previously described in these
disclosures still exist and the additional Investment Accounts
listed below have been opened since I last completed this
disclosure.
[ ] The Investment Accounts listed below I previously described in
my disclosures and no longer exist.
[ ] The Investment Accounts listed below have been established since
I last completed this disclosure.
[ ] The previously undisclosed securities subject to the Code listed
below are held outside an Investment Account.
Use this space to describe Investment Accounts (attach additional pages as
necessary). If you are reporting a new Investment Account for the first
time, also attach copies of all statements since it was opened.
[ ] New [ ] Closed Investment Account
Account Name:
-----------------------------------------------------
Account #:
-----------------------------------------------------
S.S. or Tax ID #
-----------------------------------------------------
Firm Name:
-----------------------------------------------------
Address:
-----------------------------------------------------
Account Rep:
-----------------------------------------------------
DISCLOSURE OF PERSONAL HOLDINGS & QUARTERLY UPDATE
(continued)
[ ] New [ ] Closed Investment Account
Account Name:
------------------------------------------------------
Account #:
------------------------------------------------------
S.S. or Tax ID #
------------------------------------------------------
Firm Name:
------------------------------------------------------
Address:
------------------------------------------------------
Account Rep:
------------------------------------------------------
[ ] New [ ] Closed Investment Account
Account Name:
------------------------------------------------------
Account #:
------------------------------------------------------
S.S. or Tax ID #
------------------------------------------------------
Firm Name:
------------------------------------------------------
Address:
------------------------------------------------------
Account Rep:
------------------------------------------------------
LIST OF SECURITIES SUBJECT TO THE CODE HELD OUTSIDE AN INVESTMENT ACCOUNT
SECURITY DATE ACQUIRED PRICE # SHARES EXECUTING BROKER
-----------------------------------------------------------------------------
SIGNATURE AND DATE:
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PRINTED NAME:
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DATE:
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EXHIBIT A
Text of Rule 17j-1 of The Investment Company Act
RULE 17J-1: CERTAIN UNLAWFUL ACTS, PRACTICES, OR COURSES OF BUSINESS AND
REQUIREMENTS RELATING TO CODES OF ETHICS WITH RESPECT TO REGISTERED
INVESTMENT COMPANIES.
(a) It shall be unlawful for any affiliated person of or principal
underwriter for a registered investment company, or any affiliated
person of an investment adviser of or principal underwriter for a
registered investment company in connection with the purchase or
sale, directly or indirectly, by such person of a security held or to
be acquired, as defined in this section, by such registered
investment company:
(1) To employ any device, scheme or artifice to defraud such
registered investment company;
(2) To make to such registered investment company any untrue
statement of a material fact or omit to state to such registered
investment company a material fact necessary in order to make
the statements made, in light of the circumstances under 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 any such
registered investment company; or
(4) To engage in any manipulative practice with respect to such
registered investment company.
(b)
(1) Every registered investment company, and each investment
adviser of or principal underwriter for such investment company,
shall adopt a written code of ethics containing provisions
reasonably necessary to prevent its access persons from engaging
in any act, practice, or course of business prohibited by
paragraph (a) of this section and shall use reasonable
diligence, and institute procedures reasonably necessary, to
prevent violations of such code.
(2) The requirements of paragraph (b)(1) shall not apply to any
underwriter (i) which is not an affiliated person of the
registered investment company or its investment adviser, and
(ii) none of whose officers, directors or general partners
serves as an officer, director or general partner of such
registered investment company or investment adviser.
(c)
(1) Every access person of a registered investment company or of
an investment adviser of or principal underwriter for such
investment company shall report to such investment company,
investment adviser or principal underwriter of which he or she
is an access person the information described in paragraph
(c)(2) with respect to transactions in any security in which
such access person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership in the
security: Provided, however, That 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. For purposes of this section, beneficial
ownership shall be interpreted in the same manner as it would be
in determining whether a person is subject to the provisions of
section 16 of the Securities Exchange Act of 1934 [15 U.S.C.
78p] and the rules and regulations thereunder, except that the
determination of direct or indirect beneficial ownership shall
apply to all securities which the access person has or acquires.
(2) Every report required to be made pursuant to paragraph
(c)(1) shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following
information:
(i) The date of the transaction, the title and the number
of shares, and the principal amount of each security
involved;
(ii) The nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(iii) The price at which the transaction was effected; and
(iv) The name of the broker, dealer or bank with or through
whom the transaction was effected.
(3) Notwithstanding the provision of paragraph (c)(1), no person
shall be required to make a report:
(i) With respect to transactions effected for any account
over which such person does not have any direct or indirect
influence or control;
(ii) If such person is not an "interested person" of a
registered investment company within the meaning of section
2(a)(19) of the Act [15 U.S.C. 80a-2(a)(19)], and would be
required to make such a report solely by reason of being a
director to make such a report solely by reason of being a
director of such investment company, except where such
director knew or, in the ordinary course of fulfilling his
official duties as a director of the registered investment
company, 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 such investment company or such
purchase or sale by such investment company is or was
considered by the investment company or its investment
adviser;
(iii) Where the principal underwriter, as to which such
person is an access person, (A) is not an affiliated person
of the registered investment company or any investment
adviser of such investment company, and (B) has no
officers, directors, or general partners who serve as
officers, directors or general partners of such investment
company or any such investment adviser; or
(iv) Where a report made to an investment adviser would
duplicate information recorded pursuant to Rules
204-2(a)(12) or 204-2(a)(13) [17 CFR 275.204-2(a)(12) and
275.204-2(a)(13)] under the Investment Advisers Act of 1940
[15 U.S.C. 80b-1, et seq.].
(4) Each registered investment company, investment adviser and
principal underwriter to which reports are required to be made
pursuant to this section shall identify all access persons who
are under a duty to make such reports to it and shall inform
such persons of such duty.
(d) Each registered investment company, investment adviser and principal
underwriter which is required to adopt a code of ethics or to which reports
are required to be made by access persons shall, at its principal place of
business, maintain records in the manner and to the extent set forth below,
and make such records available to the Commission or any representative
thereof at any time and from time to time for reasonable periodic, special
or other examination.
(1) A copy of each such code of ethics 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 record of any violation of such code of ethics, 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;
(3) A copy of each report made by an access person pursuant to
this rule shall be preserved for a period of not less than five
years from the end of the fiscal year in which it is made, the
first two years in an easily accessible place; and
(4) A list of all persons who are, or within the past five years
have been, required to make reports pursuant to this section
shall be maintained in an easily accessible place.
(e) As used in this rule
(1) "Access person" means:
(i) With respect to a registered investment company or an
investment adviser thereof, any director, officer, general
partner, or advisory person, as defined in this section, of
such investment company or investment adviser;
(ii) With respect to a principal underwriter, any director,
officer, or general partner of such principal underwriter
who in the ordinary course of his business makes,
participates in or obtains information regarding the
purchase or sale of securities for the registered
investment company for which the principal underwriter so
acts or whose functions or duties as part of the ordinary
course of his business relate to the making of any
recommendation to such investment company regarding the
purchase or sale of securities.
(iii) Notwithstanding the provisions of paragraph
(e)(1)(i), where the investment adviser is primarily
engaged in a business or businesses other than advising
registered investment companies or other advisory clients,
the term "access person" shall mean: any director, officer,
general partner, or advisory person of the investment
adviser who, with respect to any registered investment
company, makes any recommendation, participates in the
determination of which recommendation shall be made, or
whose principal function or duties relate to the
determination of which recommendation shall be made to any
registered investment company; or who, in connection with
his duties, obtains any information concerning securities
recommendations being made by such investment adviser to
any registered investment company.
(iv) An investment adviser is "primarily engaged in a
business or businesses other than advising registered
investment companies or other advisory clients" when, for
each of its most recent three fiscal years or for the
period of time since its organization, whichever is lesser,
the investment adviser derived, on an unconsolidated basis,
more than 50 percent of (A) its total sales and revenues,
and (B) its income (or loss) before income taxes and
extraordinary items from such other business or businesses.
(2) "Advisory person" of a registered investment company or an
investment adviser thereof means:
(i) Any employee of such company or investment adviser (or
of any company in a control relationship to such investment
company or investment adviser) who, in connection with his
regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of a
security by a registered investment company, or whose
functions relate to the making of any recommendations with
respect to such purchases or sales; and
(ii) Any natural person in a control relationship to such
company or investment adviser who obtains information
concerning recommendations made to such company with regard
to the purchase or sale of a security.
(3) "Control" shall have the same meaning as that set forth in
section 2(a)(9) of the Act [15 U.S.C. 80a-2(a)(9)].
(4) "Purchase or sale of a security" includes, inter alia, the
writing of an option to purchase or sell a security.
(5) "Security" shall have the meaning set forth in section
2(a)(36) of the Act [15 U.S.C. 80a-2(a)(36)], except that it
shall not include securities issued by the Government of the
United States, bankers' acceptances, bank certificates of
deposit, commercial paper and shares of registered open-end
investment companies.
(6) "Security held or to be acquired" by a registered investment
company means any security as defined in this rule which, within
the most recent 15 days, (i) is or has been held by such
company, or (ii) is being or has been considered by such company
or its investment adviser for purchase by such company.
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1 See SEC Rule 17j-1 promulgated under the Investment Company Act of 1940.
2 Terms in this Policy referring to gender apply to either gender and the
singular include the plural.
