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BAILLIE GIFFORD FUNDS
CODE OF ETHICS
EFFECTIVE JUNE 29, 2000
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INTRODUCTION
FIDUCIARY DUTY
This Code of Ethics is based on the principle that you, as a trustee or
officer of Baillie Gifford Funds (the TRUST), owe a fiduciary duty to the
shareholders (the SHAREHOLDERS) of the funds of the Trust (the FUNDS).
Accordingly, you must avoid activities, interests and relationships that might
interfere or appear to interfere with making decisions in the best interests of
our Shareholders.
At all times, you must:
(1) PLACE THE INTERESTS OF OUR SHAREHOLDERS FIRST. In other words, as a
fiduciary you must scrupulously avoid serving your own personal interests
ahead of the interests of our Shareholders. You may not cause a Fund to
take action, or not to take action, for your personal benefit rather than
the benefit of the Shareholders. For example, you would violate this Code
if you caused a Fund to purchase a Security you owned for the purpose of
increasing the price of that Security. You would also violate this Code if
you made a personal investment in a Security that might be an appropriate
investment for a Fund without first considering the Security as an
investment for the Fund.
(2) CONDUCT ALL OF YOUR PERSONAL SECURITIES TRANSACTIONS IN FULL COMPLIANCE
WITH THIS CODE. The Trust encourages you and your family to develop
personal investment programs. However, you must not take any action in
connection with your personal investments that could cause even the
appearance of unfairness or impropriety. Accordingly, you must comply with
the policies and procedures set forth in this Code under the heading
PERSONAL SECURITIES TRANSACTIONS. In addition, you must comply with all
other applicable laws and regulations including those concerning insider
trading. Doubtful situations should be resolved against your personal
trading.
(3) AVOID TAKING INAPPROPRIATE ADVANTAGE OF YOUR POSITION. The receipt of
investment opportunities, gifts or gratuities from persons seeking business
with the Trust directly or on behalf of a Fund, Shareholder or affiliate
could call into question the independence of your business judgment.
Accordingly, you must comply with the policies and procedures set forth in
this Code under the heading FIDUCIARY DUTIES. Doubtful situations should be
resolved against your personal interest.
APPLICATION
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Certain of the officers and Trustees of the Trust are officers and/or
directors Baillie Gifford Overseas Limited (BGOL). BGOL reviews and determines
investment policies for each Fund and manages the day-to-day investment affairs
of the Funds, including selecting securities to be purchased, held and sold, and
placing orders for portfolio transactions. BGOL has its own Code of Ethics
pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended. Any
Trustee or officer of the Trust, who is subject to the Code of Ethics of BGOL
who complies with such Code, shall not be subject to the provisions of this
Code.
APPENDICES
The following appendices are attached to this Code and are a part of this
Code:
I. Form for preclearance of Securities transactions.
II. Form for annual report of personal Securities holdings.
III. Form for quarterly report of Securities transactions.
IV. Form for acknowledgment of receipt of this Code.
V. Form for annual certification of compliance with this Code.
QUESTIONS
Questions regarding this Code should be addressed to a Compliance Officer.
As of the effective date of this Code, the Compliance Officer is Angus
Macdonald. The COMPLIANCE COMMITTEE currently comprises the Compliance Officer.
PERSONAL SECURITIES TRANSACTIONS
TRADING IN GENERAL
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You may not engage, and you may not permit any other person or entity to
engage, in any purchase or sale of a Security (other than an Exempt Security) in
which you have, or by reason of the transaction will acquire, Beneficial
Ownership, unless the transaction is an Exempt Transaction.
SECURITIES
The following are SECURITIES:
Any note, stock, treasury stock, bond, debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or subscription,
transferable share, investment contract, voting-trust certificate, certificate
of deposit for a security, fractional undivided interest in oil, gas, or other
mineral rights, any put, call, straddle, option or privilege on any security
(including a certificate of deposit) or on any group or index of securities
(including any interests therein or based on the value thereof), or any put,
call, straddle, option or privilege entered into on a national securities
exchange relating to foreign currency, or, in general, any interest or
instrument commonly known as a security, or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any security.
The following are not SECURITIES:
Commodities, futures and options traded on a commodities exchange,
including currency futures. However, futures and options on any group or index
of Securities are Securities.
EXEMPT SECURITIES
The following are Exempt Securities:
(1) Securities issued by the Government of the United States.
(2) Bankers' acceptances, bank certificates of deposit, commercial paper, bank
repurchase agreements and such other money market instruments as may be
designated from time to time by the Compliance Committee.
(3) Shares of registered open-end investment companies.
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BENEFICIAL OWNERSHIP
You are considered to have Beneficial Ownership of Securities if you have
or share a direct or indirect PECUNIARY INTEREST in the Securities.
You have a Pecuniary Interest in Securities if you have the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in Securities:
(1) Securities held by members of your IMMEDIATE FAMILY sharing the same
household; however, this presumption may be rebutted by convincing evidence
that profits derived from transactions in these Securities will not provide
you with any economic benefit.
Immediate family means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and includes any adoptive relationship.
(2) Your interest as a general partner in Securities held by a general or
limited partnership.
(3) Your interest as a manager-member in the Securities held by a limited
liability company.
You do NOT have an indirect Pecuniary Interest in Securities held by a
corporation, partnership, limited liability company or other entity in which you
hold an equity interest, UNLESS you are a controlling equityholder or you have
or share investment control over the Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of
Securities held by a trust:
(1) Your ownership of Securities as a trustee where either you or members of
your immediate family have a vested interest in the principal or income of
the trust.
(2) Your ownership of a vested beneficial interest in a trust.
(3) Your status as a settlor of a trust, unless the consent of all of the
beneficiaries is required in order for you to revoke the trust.
EXEMPT TRANSACTIONS
The following are EXEMPT TRANSACTIONS:
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(1) Any transaction in Securities in an account over which you do not have any
direct or indirect influence or control. There is a presumption that you
can exert some measure of influence or control over accounts held by
members of your immediate family sharing the same household, but this
presumption may be rebutted by convincing evidence.
(2) Purchases of Securities under dividend reinvestment plans.
(3) Purchases of Securities by exercise of rights issued to the holders of a
class of Securities PRO RATA, to the extent they are issued with respect to
Securities of which you have Beneficial Ownership.
(4) Acquisitions or dispositions of Securities as the result of a stock
dividend, stock split, reverse stock split, merger, consolidation, spin-off
or other similar corporate distribution or reorganization applicable to all
holders of a class of Securities of which you have Beneficial Ownership.
(5) Subject to the restrictions on participation in private placements set
forth below under PRIVATE PLACEMENTS, acquisitions or dispositions of
Securities of a PRIVATE ISSUER. A PRIVATE ISSUER is an issuer which has no
outstanding publicly traded Securities, and no outstanding Securities which
are convertible into or exchangeable for, or represent the right to
purchase or otherwise acquire, publicly traded Securities. However, you
will have Beneficial Ownership of Securities held by a private issuer whose
equity Securities you hold, unless you are not a controlling equityholder
and do not have or share investment control over the Securities held by the
entity.
(6) Any transaction in Securities (other than Exempt Securities) by a Trustee
of the Trust who is neither an officer nor an ADVISORY PERSON (as such term
is defined in Section (e)(2) of Rule 17j-1 of the Investment Company Act of
1940, as amended) of the Trust, so long as the Trustee did not know and, in
the ordinary course of fulfilling his or her official duties as a Trustee,
should not have known, that during the 15-day period immediately preceding
or after the date of the transaction, such Securities were purchased or
sold, or considered for purchase or sale, on behalf of a Fund.
(7) Transactions in Securities traded within the preceding fifteen days for a
Fund provided that (i) the trading for the Fund has been completed and (ii)
the trade in which the Trustee or officer has or acquires Beneficial
Ownership is not contrary to the trade done for the Fund.
(8) Such other classes of transactions as may be exempted from time to time by
the Compliance Committee based upon a determination that the transactions
do not involve any realistic possibility of a violation of Rule 17j-1 under
the Investment Company Act of 1940, as amended. The Compliance Committee
may exempt designated classes of transactions from any of the provisions of
this Code except the provisions set forth below under REPORTING
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(9) Such other specific transactions as may be exempted from time to time by a
Compliance Officer. On a case-by-case basis when no abuse is involved, a
Compliance Officer may exempt a specific transaction from any of the
provisions of this Code except the provisions set forth below under
REPORTING.
CIRCUMSTANCES REQUIRING PRECLEARANCE
If you have Beneficial Ownership of Securities which are not Exempt
Securities and which cannot be sold in Exempt Transactions, such Securities may
be purchased or sold only in compliance with the procedures set forth below
under PRECLEARANCE PROCEDURES.
The Compliance Committee, currently the Secretary of the Funds, may
designate as Exempt Transactions purchases and sales of Securities that are
purchased or sold in compliance with the procedures set forth below under
PRECLEARANCE PROCEDURES.
PRECLEARANCE PROCEDURES
If a Securities transaction requires preclearance:
(1) The Securities may not be purchased or sold on any day during which there
is a pending BUY or SELL order in the same Security on behalf of a Fund
until that order is executed or withdrawn.
(2) The Securities may not be purchased or sold during the period which begins
seven days before and ends seven days after the day on which a Fund trades
in the same Security.
(3) The Securities may be purchased or sold only if you have asked a Compliance
Officer to preclear the purchase or sale, the Compliance Officer has given
you preclearance in writing, and the purchase or sale is executed by the
close of business on the day preclearance is given. Preclearance will not
be given unless a determination is made that the purchase or sale complies
with this Code and the foregoing restrictions. The form for requesting
preclearance is attached to this Code as Appendix I.
INITIAL PUBLIC OFFERINGS
Unless you are an independent Trustee, you may not acquire Beneficial
Ownership of any Securities (other than Exempt Securities) in an initial public
offering.
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PRIVATE PLACEMENTS
Unless you are an independent Trustee, you may not acquire Beneficial
Ownership of any Securities (other than Exempt Securities) in a private
placement, unless you have received the prior written approval of the Compliance
Committee. Approval will not be given unless a determination is made that the
investment opportunity should not be reserved for one or more Funds, and that
the opportunity to invest has not been offered to you by virtue of your
position.
If you have acquired Beneficial Ownership of Securities in a private
placement, you must DISCLOSE your investment when you play a part in any
consideration of an investment by a Fund in the issuer of the Securities, and
any decision to make such an investment must be INDEPENDENTLY REVIEWED by a
portfolio manager who does not have Beneficial Ownership of any Securities of
the issuer.
SHORT-TERM TRADING PROFITS
Unless you are an independent Trustee, you may not profit from the purchase
and sale, or sale and purchase, within 60 calendar days, of the same (or
equivalent) Securities (other than Exempt Securities) of which you have
Beneficial Ownership. Any such short-term trade must be unwound, or, if that is
not practical, the profits must be contributed to a charitable organization.
You are considered to profit from a short-term trade if Securities of which
you have Beneficial Ownership are sold for more than their purchase price, even
though the Securities purchased and the Securities sold are held of record or
beneficially by different persons or entities.
REPORTING
USE OF BROKER-DEALERS
Unless you are an independent Trustee, you may not engage, and you may not
permit any other person or entity to engage, in any purchase or sale of publicly
traded Securities (other than Exempt Securities) of which you have, or by reason
of the transaction will acquire, Beneficial Ownership, except through a
registered broker-dealer.
REPORTING OF TRANSACTIONS
Unless you are an independent Trustee, you must cause each broker-dealer
who maintains an account for Securities of which you have Beneficial Ownership
to provide to a Compliance Officer hereunder, on a timely basis, duplicate
copies of confirmations of all transactions in the account and of periodic
statements for the account and you must report to a
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Compliance Officer hereunder, on a timely basis, all transaction effected
without the use of a broker in Securities (other than Exempt Securities) of
which you have Beneficial Ownership.
ANNUAL REPORTS
Unless you are an independent Trustee, you must disclose your holdings of
all Securities (other than Exempt Securities) of which you have Beneficial
Ownership upon commencement of your election as an officer or Trustee by the
Trust or the effective date of this Code, whichever occurs later, and annually
thereafter. The form for this purpose is attached to this Code as Appendix II.
INDEPENDENT TRUSTEES
If you are an independent Trustee, you must provide a quarterly report of
any transaction in Securities (other than Exempt Securities) of which you had,
or by reason of the transaction acquired, Beneficial Ownership, and as to which
you knew, or in the ordinary course of fulfilling your official duties as
Trustee should have known, that during the 15-day period immediately preceding
or after the date of the transaction, such Securities were purchased or sold, or
considered for purchase or sale, on behalf of a Fund. The report must be
provided to a Compliance Officer hereunder within 10 days after the end of each
calendar quarter. The form for this purpose if attached to this Code as Appendix
III.
As of the effective date of this Code, the independent Trustees are John G.
Barrie, Jr. and John M. Smith.
FIDUCIARY DUTIES
GIFTS
You may not accept any investment opportunity, gift, gratuity or other
thing of more than nominal value, from any person or entity that does business,
or desires to do business, with the Trust directly or on behalf of a Fund or any
affiliate thereof. You may accept gifts from a single giver so long as their
aggregate annual value does not exceed $100, and you may attend business meals,
sporting events and other entertainment events at the expense of a giver, so
long as the expense is reasonable and both you and the giver are present.
SERVICE AS A DIRECTOR
Unless you are an independent Trustee, you may not serve on the board of
directors or other governing board of a publicly traded company, unless you have
received the prior written approval of the Compliance Committee. Approval will
not be given unless a determination is made that your service on the board would
be consistent with the interests of our Funds. If you
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are permitted to serve on the board of a publicly traded entity, you will be
ISOLATED from those portfolio employees who make investment decisions with
respect to the securities of that entity, through a "Chinese Wall" ore other
procedures.
COMPLIANCE
CERTIFICATE OF RECEIPT
You are required to acknowledge receipt of your copy of this Code. A form
for this purchase is attached to this Code as Appendix IV.
CERTIFICATE OF COMPLIANCE
Unless you are an independent Trustee, you are required to certify upon
commencement of your election as an officer and/or Trustee or the effective date
of this Code, whichever occurs later, and annually thereafter, that you have
read and understand this Code and recognize that you are subject to this Code.
Each annual certificate will also state that you have complied with the
requirements of this Code during the prior year, and that you have disclosed,
reported, or caused to be reported all transactions during the prior year in
Securities of which you had or acquired Beneficial Ownership. A form for this
purpose is attached to this Code as Appendix V.
REMEDIAL ACTIONS
If you violate this Code, you are subject to remedial actions, which may
include, but are not limited to, disgorgement of profits, imposition of a
substantial fine, demotion, suspension or termination.
REPORTS TO DIRECTORS AND TRUSTEES
REPORTS OF SIGNIFICANT REMEDIAL ACTION
The Trustees of the Trust will be informed on a timely basis of each
significant remedial action taken in response to a violation of this Code. For
this purpose, a SIGNIFICANT REMEDIAL ACTION will include any action that has a
significant financial effect on the violator, such as disgorgement of profits,
imposition of a substantial fine, demotion, suspension or termination.
ANNUAL REPORTS
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Management of BGOL will report annually to the Trustees of the Trust with
regard to efforts to ensure compliance by the directors, officers and employees
of BGOL with their fiduciary obligations to BGOL advisory clients.
The annual report will, at a minimum:
(1) Summarize existing procedures regarding personal Securities transactions,
and any changes in such procedures during the prior year;
(2) Summarize any material violations of this Code and the violations of this
Code, if any, which resulted in significant remedial action during the
prior year; and
(3) Describe any recommended changes in existing procedures or restrictions
based upon experience with this Code, evolving industry practices, or
developments in applicable laws or regulations.
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APPENDIX I
BAILLIE GIFFORD FUNDS
PRECLEARANCE OF SECURITIES TRANSACTION FORM
1) Name of employee requesting authorization: ____________________
2) If different from #1, name of the account where
the trade will occur: ____________________
3) Relationship of (2) to (1): ____________________
4) Name of firm at which the account is held:
____________________
5) Name of Security and call symbol: ____________________
6) Maximum number of shares or units to be
purchased or sold or amount of bond:
____________________
7) Check those that are applicable:
<TABLE>
<S><C>
____ Purchase ____ Sale ____ Market Order ____ Limit Order (Price of Limit Order: ____)
</TABLE>
If the answer to any of the following questions is made by checking the answer
in Column I, the Compliance Officer may have to reject the proposed transaction:
COLUMN I COLUMN II
1) Do you possess material nonpublic
information regarding the security or
the issuer of the security?(1) ___ Yes ___ No
2) Is this an Exempt Security? ___ No ___ Yes
3) Is this an Exempt Transaction? ___ No ___ Yes
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(1) Please note that employees generally are not permitted to acquire or
sell securities when they possess material nonpublic information regarding the
security or the issuers of the security.
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COLUMN I COLUMN II
4) To your knowledge, are the securities
or "equivalent securities" (i.e.,
securities issued by the same entity
as the issuer of a security, and all
derivative instruments, such as
options and warrants) held by any
Portfolio? ___ Yes ___ No
5) To your knowledge, are there any
outstanding purchase or sell orders
for this security or any equivalent
security by any Portfolio? ___ Yes ___ No
6) To your knowledge, are the securities
or equivalent securities being
considered for purchase or sale by
one or more Portfolios? ___ Yes ___ No
7) Are the securities being acquired in
an initial public offering?(2) ___ Yes ___ No
8) Are the securities being acquired in
a private placement?(3) ___ Yes ___ No
9) Has any Portfolio you manage
purchased or sold these securities or
equivalent securities within the past
seven calendar days or do you expect
the Portfolio to purchase or sell
these securities or equivalent
securities within seven calendar days
of your purchase or sale? ___ Yes ___ No
10) If this is NOT an Exempt Security,
have you or any account in which you
have a Pecuniary Interest purchased
or sold these securities within the
past 60 days? ___ Yes ___ No
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(2) Please note that employees generally are not permitted to acquire
securities in an initial public offering for their own or related accounts.
(3) Please note that generally acquisitions of securities in a private
placement are discourages and may be denied.
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I have read the Code of Ethics for the Trust dated March [____], 2000, within
the prior 12 months and believe that the proposed trade fully complies with the
requirements of the Code.
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Employee Signature
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Print Name
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Date Submitted
Authorized by:_________________________
Date: _________________________
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APPENDIX II
BAILLIE GIFFORD FUNDS
PERSONAL SECURITIES HOLDINGS
In accordance with the Code of Ethics, please provide a list of all
Securities (other than Exempt Securities) of which you or any account in which
you have a Pecuniary Interest has Beneficial Ownership and all Securities (other
than Exempt Securities) in non-client accounts for which you make investment
decisions. This includes not only securities held by brokers, but also
Securities held at home, in safe deposit boxes, or by an issuer.
1) Name of employee: __________________________
2) If different than #1, name of person is whose
name the account is held: __________________________
3) Relationship of (2) to (1): __________________________
4) Broker(s) at which Account is Maintained: __________________________
__________________________
__________________________
__________________________
5) Account Number(s): __________________________
__________________________
__________________________
__________________________
6) Phone number(s) of Broker: __________________________
__________________________
__________________________
__________________________
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7) For each account, attach your most recent account statement listing
Securities in that account. If you own Securities that are not listed in an
attached statement, list them below:
Name of Security Quantity Value Custodian
1. __________ __________ __________ __________
2. __________ __________ __________ __________
3. __________ __________ __________ __________
4. __________ __________ __________ __________
5. __________ __________ __________ __________
(Attach a separate sheet if necessary.)
I certify that this form and the attached statements (if any) constitute
all of the Securities of which I have Beneficial Ownership as defined in the
Code.
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Employee Signature
--------------------------
Print Name
Dated: _______________
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APPENDIX III
BAILLIE GIFFORD FUNDS
Personal Securities Transactions Report
Quarter Ended:
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PLEASE PROVIDE THE INFORMATION REQUESTED. USE ADDITIONAL PAGES IF NECESSARY. IF
NO TRANSACTIONS OCCURRED, WRITE "NONE." DUPLICATE CONFIRMS MAY BE ATTACHED TO
THE FORM IN LIEU OF FILLING OUT THE FORM: PLEASE INDICATE THE NUMBER OF CONFIRMS
TO BE ATTACHED.
<TABLE>
<CAPTION>
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Security's Name Transaction Buy or Number of Price per Broker's Name
Date Sell? Shares Share
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<S> <C> <C> <C> <C> <C>
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</TABLE>
THE ABOVE INFORMATION IS A TRUE, COMPLETE AND CORRECT LIST OF MY SECURITIES
TRANSACTIONS FOR THE TIME PERIOD INDICATED.
Print Name: __________________________ Sign Name: ________________________
Date: __________________________
RETURN by _____________.
SEE REVERSE SIDE FOR FURTHER INSTRUCTIONS ON TRANSACTIONS AND
SECURITIES EXEMPT FROM REPORTING.
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EXEMPT SECURITIES
(1) Securities issued by the Government of the United States.
(2) Bankers' acceptances, bank certificates of deposit, commercial paper and
bank repurchase agreements.
(3) Shares of registered open-end investment companies.
EXEMPT TRANSACTIONS
(4) Any transaction in Securities in an account over which you do not have any
direct or indirect influence on control.
(5) Purchases of Securities under dividend reinvestment plans.
(6) Purchases of Securities by exercise of rights issued to the holders of a
class of Securities PRO RATA.
(7) Acquisitions or dispositions of Securities as the result of a stock
dividend, stock split, reverse stock split, merger, consolidation or
spin-off.
(8) Subject to the restrictions on participation in private placements set
forth in the Code of Ethics under PRIVATE PLACEMENTS, acquisitions or
dispositions of Securities of a PRIVATE ISSUER.
(9) Subject to the provisions set forth in the Code of Ethics under EXEMPT
TRANSACTIONS, any transaction in Securities (other than Exempt Securities)
by a Trustee of Baillie Gifford Funds who is neither an officer nor an
advisory person of BGOL.
PLEASE REVIEW THE Baillie Gifford Funds CODE OF ETHICS FOR FURTHER DETAILS ON
BENEFICIAL OWNERSHIP OF SECURITIES AND OTHER EXEMPTIONS. IF YOU HAVE ADDITIONAL
QUESTIONS, PLEASE CONTACT YOUR COMPLIANCE OFFICER.
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APPENDIX IV
BAILLIE GIFFORD FUNDS
ACKNOWLEDGMENT CERTIFICATION
I hereby certify that I have read and understand the Code of Ethics dated
March [___], 2000. Pursuant to such Code, I recognize that I must disclose or
report all personal securities transactions required to be disclosed or reported
thereunder and comply in all other respects with the requirements of such Code.
I also agree to cooperate fully with any investigation or inquiry as to whether
a possible violation of the foregoing Code has occurred.
Date: _____________________ ______________________________
Signature
______________________________
Print Name
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APPENDIX V
BAILLIE GIFFORD FUNDS
ANNUAL CERTIFICATION OF COMPLIANCE
I hereby certify that I have complied with the requirements of the Code of
Ethics for the year ended December 31, 200_. Pursuant to such Code, I have
disclosed or reported all personal securities transactions required to be
disclosed or reported thereunder and complied in all other respects with the
requirements of such Code. I also agree to cooperate fully with any
investigation or inquiry as to whether a possible violation of the foregoing
Code has occurred.
Date: _____________________ ______________________________
Signature
______________________________
Print Name
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