HANSBERGER GLOBAL INVESTORS, INC.
AMENDED CODE OF ETHICS
This Amended Code of Ethics (the "Code") has been adopted by Hansberger Global
Investors, Inc. ("HGII"). The Code is based on the principle that the officers,
directors and employees of HGII owe a fiduciary duty to their advisory clients
to conduct personal securities transactions in a manner that does not interfere
with client transactions or otherwise take unfair advantage of their
relationship with HGII and its clients. Persons covered by this Code must adhere
to this general principle as well as comply with the Code's specific provisions.
Technical compliance with the Code's procedures will not automatically insulate
from scrutiny trades that show a pattern of abuse of the individual's fiduciary
duties to HGII's advisory clients. The Code has been adopted pursuant to Rule
17j-1 under the 1940 Act and Section 204A of the Advisers Act, and to comply
with the reporting requirements of Rule 204-2 under the Advisers Act.
l. DEFINITIONS
A. "1940 Act" means the U.S. Investment Company Act of 1940, as amended.
B. "Access Person" means any director or officer of the Company. The term
also means: (i) any employee of the Company (or of any company in a
control relationship to the Company) who, in connection with his or
her regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a Security by a Company
advisory client, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and (ii) any
person in a control relationship to HGII (including any affiliate of
such person and any affiliate of such affiliate) who obtains
information concerning recommendations made to Company clients.
C. "Advisers Act" means the U.S. Investment Advisers Act of 1940, as
amended.
D. A Security is "being considered for purchase or sale" when a
recommendation to purchase a Security has been made and communicated
to the HGII research group or posted on the Company's research
bulletin board.
E. "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 U.S. Securities Exchange Act of 1934, as amended
(the "1934 Act") and Rule 16a-1(a)(2) thereunder, except that the
determination of direct or indirect beneficial ownership shall apply
to all securities which an Access Person has or acquires. 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.
F. "Company" means HGII and its subsidiaries.
G. "Compliance Department" means the Company's compliance department
located in Fort Lauderdale, Florida or its successor.
H. "Compliance Officer" means Kimberley A. Scott or her successor.
I. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act.
J. "Employee" means any officer or employee of the Company, but does not
mean any Outside Director.
Amended May 11, 2000
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K. "EmployeeAccount" means all accounts in the name of or for the benefit
of an Employee, his or her spouse, dependent children or any person
living with an Employee or to whom an Employee contributes economic
support, as well as any other account with respect to which an
Employee exercises investment discretion or provides investment
advice.
L. "General Counsel" means J. Christopher Jackson or his successor.
M. "Initial public offering" means an offering of securities registered
under the U.S. Securities Act of 1933, as amended (the "1933 Act"),
the issuer which, immediately before registration, was not subject to
the reporting requirements of Section 13 or Section 15(d) of the 1934
Act.
N. "Legal Department" means the Company's legal department located in
Fort Lauderdale, Florida or its successor.
O. "Outside Director" means a director of the Company who is not an
"interested person" of the Company within the meaning of Section
2(a)(19)(B) of the 1940 Act.
P. "Portfolio Manager" means any person who exercises investment
discretion on behalf of the Company or any Company client.
Q. "Private placement" means an offering that is exempt from registration
under the 1933 Act pursuant to Section 4(2), Section 4(6), Rule 504,
Rule 505 or Rule 506.
R. "Purchase or sale of a Security" includes, among other things, the
writing of an option to purchase or sell a Security.
S. "Security" shall have the meaning set forth in Section 2(a)(36) of the
1940 Act and, for purposes of this Code of Ethics, shall include
options on Securities and transactions in related futures contracts,
except that it shall not include shares of registered open-end
investment companies, direct obligations of the Government of the
United States, high quality short-term debt securities (including
repurchase agreements), bankers' acceptances, bank certificates of
deposit, and commercial paper.
T. "Security held or to be acquired" means: (a) any Security which,
within the most recent 15 days (i) is or has been held by a client or
(ii) is being or has been considered for purchase by the Company for a
client; and (b) any option to purchase or sell, and any Security
convertible into or exchangeable for, a Security described in (a)
above.
II. STANDARDS OF CONDUCT
No Access Person shall in connection with the purchase or sale, directly or
indirectly, of a Security held or to be acquired by a Company client
(including an investment company managed or advised by the Company):
A. employ any device, scheme or artifice to defraud a client;
B. make to a client any untrue statement of a material fact or omit to
state to a client a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;
C. engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon a client; or
D. engage in any manipulative practice with respect to a client.
2 Amended May 11, 2000
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III. EXEMPTED TRANSACTIONS
A. The prohibitions of Section IV. E and F of this Code shall not apply
to:
1. Purchases or sales of Securities that are not eligible for
purchase or sale by Company clients;
2. Purchases or sales which are nonvolitional on the part of the
person;
3. Purchases that are part of an automatic dividend reinvestment
plan;
4. 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, and sales
of such rights so acquired;
5. Purchases or sales effected in any account over which the person
has no direct or indirect influence or control; and
6. Purchases or sales through any profit sharing, pension or other
benefit plan of the Company.
B. In addition, the prohibitions of Section IV. A. 5 and the preclearance
requirements of Section V . A. of this Code shall not apply to:
1. Purchases or sales which are nonvolitional on the part of the
person;
2. Purchases that are part of an automatic dividend reinvestment
plan;
3. Purchases or sales effected in any account over which the person
has no direct or indirect influence or control; and
4. Purchases or sales through any profit sharing, pension or other
benefit plan of the Company.
C. The Compliance Officer or General Counsel may approve a purchase or
sale of a Security that would otherwise violate the provisions set
forth in Section IV below if he or she determines after appropriate
inquiry that the transaction is consistent with the fiduciary duty
owed to the Company's clients and is not potentially harmful to
clients because: (a) it does not conflict with any Security being
considered for purchase by any current advisory client and (b) the
decision to purchase or sell the Security is not the result of
information obtained in the course of a person's relationship with an
advisory client or the Company.
IV. PROHIBITED CONDUCT; REQUIRED ACTIONS
A. Employees are prohibited from the following activities unless they
have obtained prior written approval from the Compliance Officer or
the Legal Department:
1. Employees may not join an investment club or enter into an
investment partnership;
2. Employees may not purchase any security in a private placement;
3. Employees may not serve on the boards of directors of either
publicly traded or privately held companies nor may they serve as
members of any creditor committees;
3 Amended May 11, 2000
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4. Employees may not purchase any security in an initial public
offering; and
5. Employees may not profit from the purchase and sale, or sale and
purchase, of the same or equivalent Securities within 60 calendar
days. Any profits realized on such trades shall be disgorged to a
charitable organization.
B. Every Employee shall direct his or her broker(s) (if any) to provide
duplicate confirmations and account statements to the Compliance
Department regarding his or her own accounts and for any account in
which securities were held for his or her direct or indirect benefit
(together, "Beneficial Accounts").
C. For the purpose of purchasing Company sponsored mutual funds at net
asset value, Employees may have joint accounts only with spouses,
their children under age 21, parents, step-parents, parents-in-law,
brothers, sisters, grandchildren or grandparents and a trustee or
custodian of any qualified pension or profit sharing plan or IRA
established for the benefit of such persons.
D. Employees may not speak in or to the media, on or off the record,
regarding any client or security without the prior authorization of
the Compliance Officer or the Legal Department.
E. All Employees are prohibited from purchasing or selling any Security
for ten (10) business days from the date that: (a) the Company first
approves an initial recommendation for the Buy, Alt-Buy or Hold List;
or (b) a Security already on the research database is moved from the
Hold to the Buy or Alt Buy List.
F. No Employee shall execute a Securities transaction on a day during
which a Company client has a pending "buy" or "sell" order in such
Security.
G. No Employee shall accept a gift of more than de minimis value from any
person or entity that does business on behalf of the Company. For
purposes of this prohibition, de minimis value is considered to be a
value of $100 or less.
V. PRE-CLEARANCE REQUIREMENT AND PROCEDURES; ANNUAL REPORTING
A. No Employee shall purchase or sell any Security for any Beneficial
Account, unless the proposed purchase or sale has been reported to and
pre-cleared by the Compliance Officer, or in his or her absence, the
Legal Department.
1. All proposed personal securities transactions shall be documented
either on a Personal Security Trade Authorization Form (a copy of
which is attached as Exhibit A) or on an electronic form provided
on the Employee's personal computer and forwarded to the
Compliance Officer.
2. Subject to the further provisions set forth herein, the
Compliance Officer, or in his or her absence, the Legal
Department, shall pre-clear the purchase or sale of a Security if
the transaction does not violate this Code of Ethics. Such
determination shall be by:
a. Reviewing the portfolios managed by the Company; and
b. Determining if the security is currently on the Company's
then current research database or is then currently under
consideration for adding to the Company's database pending
review by the Company's research committee.
3. After review, if the Compliance Officer, or in his or her
absence, the Legal
4 Amended May 11, 2000
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Department, determines to pre-clear the trade, the Compliance
Officer (or Legal Department) will authorize the Employee to
execute the trade as follows.
a. The Compliance Officer shall execute a Trade Authorization
Form.
b. The Compliance Officer shall communicate authorization of
the trade to the Employee.
c. The time at which the trade authorization is communicated to
the Employee shall be documented on the Trade Authorization
Form.
4. The trade authorization is effective for forty-eight hours after
the pre-clearance is granted, unless otherwise indicated by the
Compliance Officer.
5. The Compliance Officer shall maintain the originally executed
Trade Authorization Form. A copy of the executed Trade
Authorization Form will be available to the Employee upon
request.
B. All Access Persons shall disclose all personal Securities holdings and
Beneficial Accounts upon commencement of employment or association as
an Access Person and thereafter on an annual basis to the Compliance
Department. 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. All Access Persons must
complete an acknowledgment upon commencement of employment or
association as an Access Person, and thereafter on an annual basis (a
copy of which is attached as Exhibit B).
VI. QUARTERLY REPORTING
A. Every Access Person shall submit a quarterly report to the Compliance
Officer with the information described in paragraph B below with
respect to any Beneficial Accounts opened during the quarter and
transactions in any Security in which such Access Person had, or by
reason of such transaction acquired, any direct or indirect beneficial
ownership in the Security during such quarter. Access Persons need
not, however, report on the following transactions:
1. Purchases or sales that are nonvolitional on the part of the
person;
2. Purchases that are part of an automatic dividend reinvestment
plan;
3. 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, and sales
of such rights so acquired; and
4. Purchases or sales effected in any account over which the person
has no direct or indirect influence or control.
B. Every report shall be made not later than 10 calendar days after the
end of the calendar quarter in which the transactions to which the
report relates were effected, and shall contain the following
information:
1. The date of the transaction, the title and the number of shares,
and the principal amount, interest rate and maturity date of each
security involved;
2. The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
5 Amended May 11, 2000
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3. The price at which the transaction was effected;
4. The name of the broker, dealer or bank with or through whom the
transaction was effected;
5. With respect to any Beneficial Account established during the
quarter, the name of the broker, dealer or bank with whom the
account was established and the date the account was established;
and
6. The date the report was submitted.
C. 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.
VII. INSIDER TRADING PROCEDURES UNDER ADVISERS ACT SECTION 204A
The following rules apply to all employees, officers and directors:
A. Identifying Inside Information
Before trading for yourself, an Employee Account or Company clients
(including investment companies or private accounts managed by the
Company) in the securities of a company about which you may have
potential inside information, ask yourself the following questions:
Is the information material? Is this information that an investor
would consider important in making his or her investment decisions? Is
this information that would substantially affect the market price of
the securities if generally disclosed?
Is the information non-public? To whom has this information been
provided? Has the information been effectively communicated to the
marketplace? (For example, published in Reuters, The Wall Street
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Journal or other publications of general circulation.)
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If, after consideration of the above, you believe that the information
may be material and non-public, you should take the steps listed
below. If you have any doubts as to whether information may be
material and non-public, you should assume that the information is
--
material and non-public.
1. Report the matter immediately to the Compliance Officer.
2. Do not purchase or sell the securities on behalf of yourself or
others (including investment companies or private accounts
managed by the Company).
3. Do not communicate the information inside or outside the Company,
other than to the Compliance Officer.
4. After the Compliance Officer has reviewed the issue, you will be
instructed either to continue the prohibitions against trading
and communication noted in paragraphs 2 and 3 above, or you will
be allowed to trade and communicate the information.
B. Restricting Access to Material Non-Public Information
Information in your possession that is identified as material and
non-public may not be communicated to anyone, including persons within
the Company, except to the Compliance Officer. In addition, care
should be taken so that such information is secure. For example,
6 Amended May 11, 2000
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files containing material non-public information should be sealed;
access to computer files containing material non-public information
should be restricted.
To implement the proper restriction of access to material non-public
information, various Company employees and/or departments are
responsible for the following:
1. General Access Control Procedures
The Company has established a process by which access to
sensitive company files that may contain non-public information
is limited. Since most of the Company's files that might have
insider-trading implications are stored in computers, personal
identification numbers, passwords and/or code access numbers are
distributed to specified individuals only. The limitations on
access are monitored on an ongoing basis. In addition, access to
certain physical areas of the Company's offices that are likely
to contain sensitive information is restricted through the use of
access codes.
Employees, officers and directors are made aware of their duties
with respect to information being stored in non-accessible file
cabinets. Employees, officers and directors are reminded that
they should log off of their computers once having completed a
task so as to limit information availability; places within the
Company where any non-public information would be accessible are
limited; specific fax machines are used to relay sensitive,
potentially non-public information; access to all areas of the
Company are limited through one main reception area so that
outsiders are immediately identified and escorted to their proper
destinations; and draft memoranda that may contain insider
information are destroyed immediately after their use.
2. Personnel Department Procedures
Prior to an individual's formal offer of employment, the
Personnel Department provides the individual with the Company's
Insider Trading Procedures and clarifies that the Company views
that the person's willingness to adhere to these policies and
procedures to be a condition precedent to accepting employment
with the Company.
The Compliance Officer assists the Personnel Department by
responding to insider policy questions from prospective
employees, officers and directors so that it is clear what they
can or cannot do with respect to insider trading as an employee,
officer or director of the Company.
New employees, officers and directors are provided with an
acknowledgment form to execute before formally commencing
employment in which the individual represents that he or she has
received the Company's Insider Trading Procedures, has read and
understands them, and that he or she understands that continued
employment with the Company is dependent upon compliance with
those procedures.
Annually, the Personnel Department elicits a written statement
from all Company employees, officers and directors that they have
not violated any of the Company's Insider Trading Procedures.
C. Supervisory Procedures for Effectuating Compliance
The roles of the Compliance Department and the Legal Department are
critical to the implementation and maintenance of HGII's Insider
Trading Procedures.
7 Amended May 11, 2000
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Supervisory procedures can be divided into three categories -
Prevention of Insider Trading, Detection of Insider Trading and
Control of Inside Information.
1. Prevention of Insider Trading
To prevent insider trading, the Compliance and/or Legal
Departments:
a. provide, on a regular basis, an educational program to
familiarize employees, officers and directors with, and meet
on a selective basis with newly hired personnel to inform
them of, the Company's Insider Trading Procedures;
b. answer questions regarding the Company's Insider Trading
Procedures;
c. resolve issues of whether information received by an
employee, officer or director of the Company is material and
non-public; and
d. review on a regular basis and update as necessary the
Company's Insider Trading Procedures.
2. Detection of Insider Trading
To detect insider trading, the Compliance Department is
responsible for:
a. reviewing the trading activity reports filed by each
employee, officer and director with particular emphasis on
employees, officers and directors that have access to
non-public information and sample testing of all employees,
officers and directors;
b. reviewing the trading activity of investment companies and
private accounts managed by the Company;
c. reviewing the trading activity of the Company's own account;
d. coordinating the review of such reports with other
appropriate employees, officers or directors of the Company;
and
e. periodically generating reports for management on those
tests.
3. Control of Inside Information
When it has been determined that an employee, officer or director
of the Company has material non-public information, measures will
be implemented to prevent dissemination of such information. For
example:
a. All employees, officers and directors of the Company will be
notified that they are prohibited from disclosing to other
persons ("tippees") inside information about the issuer in
question and from trading in the securities in question in
"personal securities transactions" or for the accounts of
clients (notwithstanding the inclusion of such securities on
any Buy, Alt-Buy or Hold Lists compiled by the Company),
until further notice.
b. Following receipt of notice prohibiting certain trades and
until receipt of further notice, every employee, officer and
director with material
8 Amended May 11, 2000
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non-public information shall file with the Compliance
Officer a weekly written report of all personal securities
transactions effected during the prior week. This weekly
report is in addition to the standard Form (Exhibit A) filed
with the Compliance Officer.
c. The Compliance Department will review such reports weekly as
well as the Company's records of trades for client's
accounts in order to determine if these procedures or any
provision in this Code of Ethics have been violated.
d. The Compliance Department will maintain and regularly update
a list of every employee, officer and director who has
indicated or about whom it has been indicated that he or she
has come into contact with material non-public information
so that it can better monitor these particular Insiders.
e. The Compliance Department will place any written materials
containing the inside information in a confidential file.
4. Special Reports to Management
Promptly upon learning of a violation of the Company's Insider
Trading Procedures, the Compliance Department should determine
whether a written report to senior management, the Company
Executive Committee, and/or the appropriate Board of Directors is
warranted taking into consideration the nature of the violation
in light of all relevant facts and circumstances.
5. Annual Reports to Management
On an annual basis, the Compliance Department should prepare a
written report to the Management of the Company setting forth a
summary of existing procedures to detect and prevent insider
trading and recommendations for improvement, if any, and a
description of HGII's continuing educational program regarding
insider trading, including the dates and attendees of such
programs since the last report to management.
VIII.SANCTIONS
The Compliance Officer shall report any material code violations to the
Management of the Company, which may then impose such sanctions as it deems
appropriate, up to and including termination.
9 Amended May 11, 2000
<PAGE>
Exhibit A
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HANSBERGER GLOBAL INVESTORS
PERSONAL SECURITIES TRANSACTION REQUEST FORM
================================================================================
NAME:_________________________________________________________
LEGAL NAME OF ACCOUNT:___________________________________________________
TRANSACTION DATE:____________________ TIME REQUESTED:________________
BUY__________ SELL____________ SECURITY:______________________
NUMBER OF SHARES/FACE VALUE:___________ APPROX. PRICE:____________
BROKER:____________________________ ACCOUNT #:_____________________
CONTACT IN COMPLIANCE DEPARTMENT: Kimberley A. Scott
To the best of my knowledge this proposed transaction does not violate the
provisions of the HGI Code of Ethics.
SIGNATURE:_________________ DATE:________________________
================================================================================
FOR COMPLIANCE USE ONLY
CONTACT IN TRADING:______________________________________________________
CONTACT IN RESEARCH:_____________________________________________________
COMMENTS: This security has no pending trade tickets, nor is it listed on the
database, value or source of funds lists.
COMPLIANCE COMPLETED/CHECKED BY:________________________________________
COMPLIANCE OFFICER:______________________________________________________
================================================================================
NOTIFICATION OF APPROVAL OR DENIAL
DATE:_______________________________ TIME RESPONDED:____________
APPROVED:_______ DENIED:_______
COMMENTS:___________________________________________________________________
FORM COMPLETED BY:__________________________________________________________
Amended May 11, 2000
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EXHIBIT B
HANSBERGER GLOBAL INVESTORS, INC.
AMENDED CODE OF ETHICS
ACKNOWLEDGMENT
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I have received and reviewed the amended Hansberger Global Investors, Inc. Code
of Ethics. I understand its provisions and their applicability to me.
NAME: ____________________________________________________________________
(Please Print)
POSITION: ____________________________________________________________________
DATE: ____________________________________________________________________
COMPANY: ____________________________________________________________________
SIGNATURE: ____________________________________________________________________
DETACH AND RETURN THIS ACKNOWLEDGMENT TO: KIMBERLEY A. SCOTT, 515 EAST LAS OLAS
BLVD., SUITE 1300, FORT LAUDERDALE, FL 33301.
Amended May 11, 2000
