Exhibit (p)(4)
AUSTIN INVESTMENT MANAGEMENT, INC.
CODE OF ETHICS
AS AMENDED JUNE 30, 2000
INTRODUCTION
This Code of Ethics (the "Code") has been adopted by Austin Investment
Management, Inc. ("AIM"). This Code pertains to AIM's investment advisory
services to a registered investment company, Austin Global Equity Fund (AGE).
This Code establishes standards and procedures for the detection and prevention
of activities by which persons having knowledge of the investments and
investment intentions of a Fund may abuse their fiduciary duties to the Fund and
addresses other types of conflict of interest situations. Definitions of
underlined terms are included in Appendix A.
1. POLICY STATEMENT
AIM forbids any Access Person or Investment Personnel from
engaging in any conduct that is contrary to this Code. In addition, due
to their positions, AIM also forbids any Access Person or Investment
Personnel from engaging in any conduct which is contrary to AIM's
Insider Trading Policy and Related Procedures. In addition, many
persons subject to the Code are also subject to the other restrictions
or requirements which affect their ability to open securities accounts,
effect securities transactions, report securities transactions,
maintain information and documents in a confidential manner and other
matters relating to the proper discharge of your obligations to AIM.
These include contractual arrangements with AIM, and policies adopted
by AIM concerning confidential information and documents.
AIM has always held itself and its employees to the highest
ethical standards. While this Code is only one manifestation of those
standards, compliance with its provisions is essential. Failure to
comply with this Code is a very serious matter and may result in
disciplinary action being taken. Such action can include among other
things, monetary fines, disgorgement of profits, suspension or even
termination of employment.
2. WHO IS COVERED BY THIS CODE
All Access Persons and Investment Personnel, in each case only
with respect to the Funds as listed on Appendix B.
<PAGE>
3. PROHIBITED TRANSACTIONS
(a) PROHIBITION AGAINST FRAUDULENT CONDUCT. It is unlawful for Access
Persons and Investment Personnel to use any information concerning a security
held or to be acquired by a Fund, or their ability to influence any investment
decisions, for personal gain or in a manner detrimental to the interests of a
Fund. In addition, they shall not, directly or indirectly:
(i) employ any device, scheme or artifice to defraud a Fund or engage in
any manipulative practice with respect to a Fund:
(ii) make to a Fund, any untrue statement of a material fact or omit to
state to a Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading: or
(iii)engage in any act, practice, or course of business that operates or
would operate as a fraud or deceit upon a Fund.
(b) BLACKOUT PERIOD. Access Persons and Investment Personnel shall not
purchase or sell a Covered Security in an account over which they have direct or
indirect influence or control on a day during which they know or should have
known a Fund has a pending "buy" or "sell" order in that same security until
that order is executed or withdrawn.
(c) ADDITIONAL INVESTMENT PERSONNEL BLACKOUT PERIOD. No Investment
Personnel shall purchase or sell a Covered Security within five calendar days
before or two calendar days after a Fund for which the Investment Personnel
makes or participates in making a recommendation trades in that security. Any
profits realized on trades within this proscribed period shall be disgorged.
This blackout period does not apply to money market mutual funds which are
advised by AIM.
(d) BLACKOUT PERIOD EXCLUSIONS AND DEFINITIONS. The following transactions
shall not be prohibited by this Code and are not subject to the limitations of
Sections 3(b) and (c):
(i) purchases or sales over which you have no direct or indirect influence
or control (for this purpose, you are deemed to have direct or
indirect influence or control over the accounts of a spouse, minor
children and relatives residing in your home):
(ii) purchases which are part of an automatic dividend reinvestment plan:
(iii) purchases or sales which are non-volitional on your part: and
(iv) 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.
<PAGE>
Your trading shall be exempt from the limitations of Sections 3(b) and
(c) provided that (i) the market capitalization of a particular security exceeds
$1 billion and (ii) pending orders of AIM do not exceed two percent of the daily
average trading volume of the security for the prior 15 days.
For purposes of Sections 3(b) and (c), and subject to Section 3(g)
below, the (i) common stock and any fixed income security of an issuer shall not
be deemed to be the same security and (ii) non-convertible preferred stock of an
issuer shall be deemed to be the same security as the fixed income securities of
that issuer; and (iii) convertible preferred stock shall be deemed to be the
same security as both the common stock and fixed income securities of that
issuer.
(e) REQUIREMENT FOR PRECLEARANCE. Investment Personnel must obtain prior
written approval from the designated Review Officer before:
(i) directly or indirectly acquiring securities in an initial public
offering for which no public market in the same or similar securities
of the issue has previously existed; and
(ii) directly or indirectly acquiring securities in a private placement. In
determining whether to preclear the transaction, the Review Officer
designated under Section 5 shall consider, among other factors,
whether the investment opportunity should be reserved for a Fund, and
whether such opportunity is being offered to the Investment Personnel
by virtue of their position with the Fund.
Any Investment Personnel of a Fund who has taken a personal position
through a private placement will be under an affirmative obligation to disclose
that position in writing to the Review Officer if they play a material role in
the Fund's subsequent investment decision regarding the same issuer; this
separate disclosure must be made even though the Investment Personnel has
previously disclosed the ownership of the privately placed security in
compliance with the preclearance requirements of this section. Once disclosure
is given, an independent review of the Fund's investment decision will be made.
(f) OTHER PROHIBITED TRANSACTIONS. Access Persons and Investment Personnel
shall not:
(i) induce or cause a Fund to take action or to fail to take action, for
personal benefit rather than for the benefit of the Fund;
(ii) accept anything other than of de minimis value or any other
preferential treatment from any broker-dealer or other entity with
which a Fund does business;
<PAGE>
(iii)establish or maintain an account at a broker-dealer, bank or other
entity through which securities transactions may be effected without
written notice to the designated Review Officer prior to establishing
such an account;
(iv) use knowledge of portfolio transactions of a Fund for your personal
benefit or the personal benefit of others;
(v) violate the anti-fraud provisions of the federal or state securities
laws;
(vi) serve on the boards of directors of publicly traded companies, absent
prior authorization based upon a determination by the Review Officer
that the board service would be consistent with the interests of the
Fund and its shareholders.
(g) UNDUE INFLUENCE. Access Persons and Investment Personnel shall not
cause or attempt to cause any Fund to purchase, sell or hold any security in a
manner calculated to create any personal benefit to you. You shall not recommend
any securities transactions for a Fund without having disclosed (through reports
in accordance with Section 4, preclearance in accordance with Section 3(i), or
otherwise) your interest, if any, in such securities or the issuer thereof,
including, without limitation, (i) your beneficial ownership of any securities
of such issuer, (ii) any position with such issuer or its affiliates and (iii)
any present or proposed business relationship between you (or any party in which
you have a significant interest) and such issuer or its affiliates.
(h) CORPORATE OPPORTUNITIES. Access Persons, and Investment Personnel shall
not take personal advantage of any opportunity properly belonging to a Fund.
(i) CONFIDENTIALITY. Except as required in the normal course of carrying
out their business responsibilities, Access Persons, and Investment Personnel
shall not reveal information relating to the investment intentions or activities
of any Fund, or securities that are being considered for purchase or sale on
behalf of any Fund.
(4) REPORTING REQUIREMENTS
(a) REPORTING. Access Persons and Investment Personnel must report the
information described in this Section with respect to transactions in any
Covered Security in which they have, or by reason of such transaction acquire,
any direct or indirect beneficial ownership. They must report to the designated
Review Officer unless they are otherwise required by a Fund, pursuant to a Code
of Ethics adopted by the Fund, to report to the Fund or another person.
<PAGE>
(b) EXCLUSIONS FROM REPORTING. Purchases or sales in Covered Securities in
an account in which you have no direct or indirect influence or control are not
subject to the reporting requirements of this Section.
(c) INITIAL HOLDING REPORTS. No later than ten (10) days after you become
subject to this Code, you must report the following information:
(i) the title, number of shares and principal amount of each Covered
Security (whether or not publicly traded) in which you have any direct
or indirect beneficial ownership as of the date you became subject to
this Code:
(ii) the name of any broker, dealer or bank with whom you maintained an
account in which any securities were held for your direct or indirect
benefit as of the date you became subject to this Code: and
(iii) the date that the report is submitted.
(d) QUARTERLY TRANSACTION REPORTS. No later than ten (10) days after the
end of a calendar quarter, you must report the following information:
(i) with respect to any transaction during the quarter in a Covered
Security (whether or not publicly traded) in which you have, or by
reason of such transaction acquired, any direct or indirect beneficial
ownership:
(1) the date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of each Covered Security involved;
(2) the nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(3) the price of the Covered Security at which the transaction was
effected;
(4) the name of the broker, dealer or bank with or through which the
transaction was effected; and
(5) the date that the report is submitted.
(ii) with respect to any account established by you in which any Covered
Securities (whether or not publicly traded) were held during the
quarter for your direct or indirect benefit:
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(1) the name of the broker, dealer or bank with whom you established
the account;
(2) the date the account was established; and
(3) the date that the report is submitted.
(e) ANNUAL HOLDINGS REPORTS. Annually, you must report the following
information (which information must be current as of a date no more than thirty
(30) days before the report is submitted):
(i) the title, number of shares and principal amount of each Covered
Security (whether or not publicly traded) in which you had any direct
or indirect beneficial ownership;
(ii) the name of any broker, dealer or bank with whom you maintain an
account in which any securities are held for your direct or indirect
benefit; and
(iii) the date that the report is submitted.
(f) CERTIFICATION OF COMPLIANCE. You are required to certify annually (in
the form of Attachment A) that you have read and understood the Code and
recognize that you are subject to the Code. Further, you are required to certify
annually that you have complied with all the requirements of the Code and you
have disclosed or reported all personal securities transactions pursuant to the
requirements of the Code.
(g) ALTERNATIVE REPORTING. The submission to the Review Officer of
duplicate broker trade confirmations and statements on all securities
transactions shall satisfy the reporting requirements of Section 4(d). The
annual holdings report may be satisfied by confirming annually, in writing, the
accuracy of the records maintained by the Review Officer and recording the date
of the confirmation.
(h) REPORT QUALIFICATION. Any report may contain a statement that the
report shall
not be construed as an admission by the person making the report that he or she
has any direct or indirect beneficial ownership in the Covered Securities to
which the report relates.
(i) ACCOUNT OPENING PROCEDURES. You shall provide written notice to the
Review
Officer prior to opening any account with any entity through which a Covered
Securities transaction may be effected. In addition, you will promptly:
<PAGE>
(i) provide full access to a Fund, its agents and attorneys to any and all
records and documents which a Fund considers relevant to any
securities transactions or other matters subject to the Code;
(ii) cooperate with a Fund, or its agents and attorneys, in investigating
any securities transactions or other matter subject to the Code;
(iii)provide a Fund, its agents and attorneys with an explanation (in
writing if requested) of the facts and circumstances surrounding any
securities transaction or other matter subject to the Code; and
(iv) promptly notify the Review Officer or such other individual as a Fund
may direct, in writing, from time to time, of any incident of
noncompliance with the Code by anyone subject to this Code.
5. REVIEW OFFICER
(a) DUTIES OF REVIEW OFFICER. The Chief Compliance Officer of AIM has been
appointed by the Directors of AIM as the Review Officer to:
(i) review all securities transaction and holdings reports and shall
maintain the names of persons responsible for reviewing these reports;
(ii) identify all persons subject to this Code who are required to make
these reports and promptly inform each person of the requirements of
this Code;
(iii)compare, on a quarterly basis, all Covered Securities transactions
with each Fund's completed portfolio transactions to determine whether
a Code violation may have occurred;
(iv) maintain a signed acknowledgment by each person who is then subject to
this Code, in the form of Attachment A; and
(v) identify persons who are Investment Personnel of the Fund and inform
those persons of their requirements to obtain prior written approval
from the Review Officer prior to directly or indirectly acquiring
ownership of a security in any private placement or initial public
offering.
(b) POTENTIAL TRADE CONFLICT. When there appears to be a transaction that
conflicts with the Code, the Review Officer shall request a written explanation
of the person's transaction. If after post-trade review, it is determined that
there has been a violation of the Code, a report will be made by the designated
Review Officer with a recommendation of appropriate action to the Directors of
AIM and the Fund's Board of Trustees.
<PAGE>
(c) REQUIRED RECORDS. The Review Officer shall maintain and cause to be
maintained:
(i) a copy of any code of ethics adopted by AIM which has been in effect
during the previous five (5) years in an easily accessible place;
(ii) a record of any violation of any code of ethics, and of any action
taken as a result of such violation, in an easily accessible place for
at least five (5) years after the end of the fiscal year in which the
violation occurs;
(iii)a copy of each report made by anyone subject to this Code as required
by Section 4 for at least five (5) years after the end of the fiscal
year in which the report is made, the first two (2) years in an easily
accessible place;
(iv) a list of all persons who are, or within the past five years have
been, required to make reports or who were responsible for reviewing
these reports pursuant to any code of ethics adopted by AIM in an
easily accessible place;
(v) a copy of each written report and certification required pursuant to
Section 5(e) of this Code for at least five (5) years after the end of
the fiscal year in which it is made, the first two (2) years in an
easily accessible place; and
(vi) a record of any decision, and the reasons supporting the decision,
approving the acquisition by Investment Personnel of securities under
Section 3(f) of this Code, for at least five (5) years after the end
of the fiscal year in which the approval is granted.
(d) POST-TRADE REVIEW PROCESS. Following receipt of trade confirms and
statements, transactions will be screened for the following:
(i) same day trades: transactions by Access Persons and Investment
Personnel occurring on the same day as the purchase or sale of the
same security by a Fund for which they are an Access Person or
Investment Personnel.
(ii) portfolio manager trades: transactions by Investment Personnel within
five calendar days before and two calendar days after a Fund, for
which the Investment Personnel makes or participates in making a
recommendation, trades in that security.
(iii)fraudulent conduct: transaction by Access Persons and Investment
Personnel which, within the most recent 15 days, is or has been held
by a Fund or is being or has been considered by a Fund or AIM for
purchase by a Fund.
(iv) other activities: transactions which may give the appearance that an
Access Person or Investment Personnel has executed transactions not in
accordance with this Code.
<PAGE>
(e) SUBMISSION TO FUND BOARD. The Review Officer shall annually prepare a
written report to the Board of Trustees (or Directors) of a Fund listed in
Appendix B that
(i) describes any issues under this Code or its procedures since the last
report to the Trustees, including, but not limited to, information
about material violations of the code or procedures and sanctions
imposed in response to the material violations: and
(ii) certifies that the Fund has adopted procedures reasonably necessary to
prevent Access Persons and Investment Personnel from violating this
code.
<PAGE>
APPENDIX A
DEFINITIONS
(a) Access Person:
(i)(1) of AIM means each director or officer of AIM any
employee or agent of AIM or any company in a control
relationship to AIM who, in connection with the
person's regular functions or duties, makes,
participates in or obtains information regarding the
purchase or sale of Covered Securities by a Fund
advised by AIM or whose functions relate to the
making of any recommendations with respect to such
purchases or sales; and
(i)(2) any natural person in a control relationship to AIM
who obtains information concerning recommendations
made to a Fund by AIM with regard to the purchase or
sale of Covered Securities by the Fund;
(b) Act means the Investment Company Act of 1940, as amended.
(c) Beneficial Owner shall have the meaning as that set forth in Rule
16a-1(a)(2) under the Securities Exchange Act of 1934, as amended,
except that the determination of direct or indirect beneficial
ownership shall apply to all Covered Securities which an Access Person
owns or acquires. A beneficial owner of a security is any person who,
directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest (the opportunity, directly or indirectly,
to profit or share in any profit derived from a transaction in the
subject securities) in a security.
Indirect pecuniary interest in a security includes securities held by
a person's immediate family sharing the same household. 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
(including adoptive relationships).
(d) Control means the power to exercise a controlling influence over the
management or policies of a company, unless this power is solely the
result of an official position with the company. Ownership of 25% or
more of a company's outstanding voting securities is presumed to give
the holder thereof control over the company. This presumption may be
rebutted by the Review Officer based upon the facts and circumstances
of a given situation.
<PAGE>
(e) Covered Security means any security except:
(i) direct obligations of the Government of the United States;
(ii) bankers' acceptances and bank certificates of deposits;
(iii)commercial paper and debt instruments with a maturity at issuance of
less than 366 days and that are rated in one of the two highest rating
categories by a nationally recognized statistical rating organization;
(iv) repurchase agreements covering any of the foregoing; and
(v) shares of registered open-end investment companies.
(f) Investment Personnel means
(i) any employee of AIM who, in connection with his or her regular
functions or duties, makes or participates in making recommendations
regarding the purchase or sale of securities by a Fund managed by AIM;
and
(ii) any individual who controls AIM or a Fund for which AIM is an
investment adviser and who obtains information concerning
recommendations made to the Fund regarding the purchase or sale of
securities by the Fund.
(g) Purchase or sale includes, among other things, the writing of an option to
purchase or sell.
(h) Security held or to be acquired by the Fund means
(i) been held by the applicable Fund or (y) is being or has been
considered by the applicable Fund or its investment adviser for
purchase by the applicable Fund; and
(ii) and any option to purchase or sell, and any security convertible into
or exchangeable for, a Covered Security.
<PAGE>
APPENDIX B
LIST OF ACCESS PERSONS
<TABLE>
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<S> <C> <C> <C> <C> <C>
AIM AP IP As of Date Fund* End Date
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PETER VLACHOS X DECEMBER 1993 A.G.E. FUND
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DAVID RAPPA X AUGUST 1998 A.G.E. FUND
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RHEEMA GRIGG X MARCH 1995 A.G.E. FUND
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SALASHER STULTZ X JULY 3, 2000 A.G.E. FUND
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</TABLE>
AP = Access Person; IP = Investment Personnel
* AUSTIN GLOBAL EQUITY FUND
<PAGE>
AUSTIN INVESTMENT MANAGEMENT, INC.
CODE OF ETHICS
ATTACHMENT A
ACKNOWLEDGEMENT
I understand that I am subject to Austin Investment Management, Inc.'s Code of
Ethics. I have read and I understand the Austin Investment Management, Inc. Code
of Ethics, as adopted June 30, 2000 and will comply with it in all respects. In
addition, I certify that I have complied with the requirements of the Code of
Ethics and I have disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the requirements of the Code.
----------------------------- ----------------------
Signature Date
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Printed Name
THIS FORM MUST BE COMPLETED AND RETURNED TO [NAME], COMPLIANCE OFFICER.
<PAGE>
Exhibit (p)(6)
POLARIS CAPITAL MANAGEMENT, INC.
CODE OF ETHICS
I. INTRODUCTION
The policies in this Code of Ethics reflect Polaris Capital Management's, Inc.'s
("Polaris'") assumption and expectation of unqualified loyalty to the interests
of Polaris and its clients on the part of each access person. In the course of
their service to Polaris, access persons must be under no influence which may
cause them to serve their own or someone else's interests rather than those of
Polaris or its clients.
Polaris' policies reflect its desire to detect and prevent not only situations
involving actual or potential conflict of interests, but also those situations
involving only an appearance of conflict or of unethical conduct. Polaris'
business is one dependent upon public confidence. The mere appearance of
possibility of doubtful loyalty is as important to avoid as actual disloyalty
itself. The appearance of impropriety could besmirch Polaris' name and damage
its reputation to the detriment of all those with whom we do business.
II. STATEMENT OF GENERAL PRINCIPLES
It is the policy of Polaris that no access person shall engage in any act,
practice or course of conduct that would violate the provisions of the
Investment Advisors Act or, with respect to those clients that are Investment
Companies, Section 17(j) of the Investment Company Act of 1940, as amended (the
"1940 Act"), and Rule 17j-1 thereunder. The fundamental position of Polaris is,
and has been, that each access person shall place at all times the interests of
Polaris' clients first. Accordingly, private financial transactions by access
persons of Polaris must be conducted consistent with this Code of Ethics and in
such a manner as to avoid any actual or potential conflict of interest or any
abuse of an access person's position of trust and responsibility. Further,
access persons should not take inappropriate advantage of their positions with
or on behalf of any client of Polaris.
Without limiting in any manner the fiduciary duty owed by access persons to the
clients of Polaris or the provisions of this Code of Ethics, it should be noted
that Polaris considers it proper that purchases and sales be made by its access
persons in the marketplace of securities owned by the clients of Polaris;
provided, however, that such securities transactions comply with the spirit of,
and the specific restrictions and limitations set forth in, this Code of Ethics.
Such personal securities transactions should also be made in amounts consistent
with the normal investment practice of the person involved and, with respect to
investment personnel, with an investment, rather than a trading, outlook. Not
only does this policy encourage investment freedom and result in investment
experience, but it also fosters a continuing personal interest in such
investments by those responsible for the continuous supervision of the clients'
portfolios. It is also evidence of confidence in the investments made.
In making personal investment decisions with respect to any security, however,
extreme care must be exercised by access persons to insure that the prohibitions
of this Code of Ethics are not violated. Further, personal investing by an
access person should be conducted in such a manner so as to eliminate the
possibility that the access person's time and attention is being devoted to his
or her personal investments at the expense of time and attention that should be
devoted to management of a client's portfolio.
<PAGE>
It bears emphasis that technical compliance with procedures, prohibitions and
limitations of this Code of Ethics will not automatically insulate from scrutiny
personal securities transactions which show a pattern of abuse by an access
person of his or her fiduciary duty to any client of Polaris.
III. LEGAL REQUIREMENTS
Section 17(j) of the 1940 Act, provides, among other things, that it is unlawful
for any affiliated person of Polaris to engage in any act, practice or course of
business in connection with the purchase or sale, directly or indirectly, by
such affiliated person of any security held or to be acquired by a client, which
is an investment company, in contravention of such rules and regulations as the
Securities and Exchange Commission (the "Commission") may adopt to define and
prescribe means reasonably necessary to prevent such acts, practices or courses
of business as are fraudulent, deceptive or manipulative. Pursuant to Section
17(j), the Commission has adopted Rule 17j-1 which states that it is unlawful
for any affiliated person of Polaris in connection with the purchase or sale of
a security held or to be acquired (as defined in the Rule) by a client:
(i) to employ any device, scheme or artifice to defraud a client,
which is an investment company;
(ii) to make to a client, which is an investment company, 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 were made, not misleading;
(iii) to engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon a client, which is
an investment company; or
(iv) to engage in any manipulative practice with respect to a client,
which is an investment company.
IV. DEFINITIONS
For purposes of this Code of Ethics, the following definitions shall apply:
1. The term "access person" shall mean any director, officer or advisory person
(as defined below) of Polaris.
2. The term "Polaris" shall mean Polaris Capital Management, Inc.
3. The term "advisory person" shall mean (i) every employee of Polaris (or of
any company in a control relationship to Polaris) 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 (as defined below) by a client, or
whose functions relate to the making of any recommendations with respect to such
purchases or sales and (ii) every natural person in a control relationship to
Polaris who obtains information concerning recommendations made to a client with
regard to the purchase or sale of a security.
<PAGE>
4. The term "beneficial ownership" shall mean a direct or indirect "pecuniary
interest" (as defined in subparagraph (a) (2) of Rule 16a-1 under the Securities
Exchange Act of 1934, as amended) that is held or shared by a person directly or
indirectly (through any contract, arrangement, understanding, relationship or
otherwise) in a security. While the definition of "pecuniary interest" in
subparagraph (a) (2) of Rule 16a-1 is complex, the term generally means the
opportunity directly or indirectly to provide or share in any profit derived
from a transaction in a security. An indirect pecuniary interest in securities
by a person would be deemed to exist as a result of: (i) ownership of securities
by any of such person's immediate family members sharing the same household
(including child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother- or father-in-law, sister- or brother-in-law, and son-
or daughter-in-law; (ii) the person's partnership interest in the portfolio
securities held by a general or limited partnership; (iii) the existence of a
performance-related fee (not simply an asset-based fee) received by such person
as broker, dealer, investment adviser or manager to a securities account; (iv)
the person's right to receive dividends from a security provided such right is
separate or separable from the underlying securities; (v) the person's interest
in securities held by a trust under certain circumstances; and (vi) the person's
right to acquire securities through the exercise or conversion of a "derivative
security" (which term excludes (a) a broad-based index option or future, (b) a
right with an exercise or conversion privilege at a price that is not fixed, and
(c) a security giving rise to the right to receive such other security only pro
rata and by virtue of a merger, consolidation or exchange offer involving the
issuer of the first security).
5. The term "control" shall mean the power to exercise a controlling influence
over the management or policies of Polaris, unless such power is solely the
result of an official position with Polaris, all as determined in accordance
with Section 2 (a) (9) of the 1940 Act.
6. The term "client" shall mean an entity (natural person, corporation,
investment company or other legal structure having the power to enter into legal
contracts), which has entered into a contract with Polaris to receive investment
management services.
7. The term "investment company" shall mean a management investment company
registered as such under the 1940 Act and for which Polaris is the investment
adviser or sub-adviser regardless of whether the investment company has entered
into a contract for investment management services with Polaris.
8. The term "investment personnel" shall mean all portfolio managers of Polaris
and other advisory persons who assist the portfolio managers in making
investment decisions for a client, including, but not limited to, analysts and
traders of Polaris.
9. The term "material non-public information" with respect to an issuer shall
mean information, not yet released to the public, that would have a substantial
likelihood of affecting a reasonable investor's decision to buy or sell any
securities of such issuer.
<PAGE>
10. The term "purchase" shall include the writing of an option to purchase.
11. The term "performance accounts" shall mean all clients of for which Polaris
receives a performance-related fee and in which Polaris is deemed to have an
indirect pecuniary interest because of the application of Rule
16a-1(a)(2)(ii)(C) under the Securities and Exchange Act of 1934, as amended, as
required by Rule 17j-1 under the 1940 Act.
12. The term "Review Officer" shall mean the officer or employee of Boston
Investor Services Inc. designated from time to time by Polaris to receive and
review reports of purchases and sales by access persons. The term "Alternate
Review Officer" shall mean the officer of Boston Investor Services Inc.
designated from time to time by Polaris to receive and review reports of
purchases and sales by the Review Officer, and who shall act in all respects in
the manner prescribed herein for the Review Officer.
13. The term "sale" shall include the writing of an option to sell.
14. The term "security" shall have the meaning set forth in Section 2 (a) (36)
of the 1940 Act, except that it shall not include shares of registered open-end
investment companies, securities issued by the United States government,
short-term securities which are "government securities" within the meaning of
Section 2 (a) (16) of the 1940 Act, bankers' acceptances, bank certificates of
deposit, commercial paper and such other money market instruments as may
designated from time to time by Polaris.
15. A security is "being considered for purchase or sale" when a recommendation
to purchase or sell a security, including any option on a security that is
convertible into or exchangeable for the security, has been made and
communicated and, with respect to the person making the recommendation, when
such person seriously considers making such a recommendation.
16. The term "significant remedial action" shall mean any action that has a
material financial effect upon an access person, such as firing, suspending or
demoting the access person, imposing a substantial fine or requiring the
disgorging of profits.
V. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING ACTIVITIES
A. Prohibited Activities
While the scope of actions which may violate the Statement of General Principles
set forth above cannot be defined exactly, such actions would always include at
least the following prohibited activities.
1. No ACCESS PERSON shall, directly or indirectly, purchase or sell securities
in such a way that the access person knew, or reasonably should have known, that
such securities transactions compete in the market with actual or considered
securities transactions for any client of Polaris, or otherwise personally act
to injure any client's securities transactions;
<PAGE>
2. No ACCESS PERSON shall use the knowledge of securities purchased or sold by
any client of Polaris or securities being considered for purchase or sale by any
client of Polaris to profit personally, directly or indirectly, by the market
effect of such transactions;
3. No ACCESS PERSON shall, directly or indirectly, communicate to any person who
is not an access person any material non-public information relating to any
client of Polaris or any issuer of any security owned by any client of Polaris,
including, without limitation, the purchase or sale or considered purchase or
sale of a security on behalf or any client of Polaris, except to the extent
necessary to effectuate securities transactions on behalf of the client of
Polaris;
4. No ACCESS PERSON shall, directly or indirectly, execute a personal securities
transaction on a day during which a client of Polaris has a pending "buy" or
"sell" order in that same or equivalent security until that order is executed or
withdrawn;
5. No ACCESS PERSON shall accept any gift or other thing of more than de minimis
value from any person or entity that does business with or on behalf of client;
6. No ACCESS PERSONS shall serve on the board of directors of any publicly
traded company, absent prior written authorization and determination by the
President of Polaris that the board service would be consistent with the
interests of clients. Where board service is authorized, access persons serving
as directors normally should be isolated from those persons making investment
decisions through "Chinese Wall" or other procedures. All ACCESS PERSONS are
prohibited from accepting any service, employment, engagement, connection,
association or affiliation in or with any enterprise, business of otherwise
which is likely to materially interfere with the effective discharge of
responsibilities to Polaris and its clients;
7. Investment personnel shall avoid profiting by securities transactions of a
trading nature, which transactions are defined as a purchase and sale, or sale
and purchase, of the same (or equivalent) securities within sixty (60) calendar
days;
8. INVESTMENT PERSONNEL shall not, directly or indirectly, purchase any security
sold in an initial public offering of an issuer;
9. INVESTMENT PERSONNEL shall not, directly or indirectly, purchase any security
issued pursuant to a private placement without obtaining prior written approval
from the Review Officer. Investment personnel who have been authorized to
acquire securities in a private placement must disclose such investment when
they are involved in a client's subsequent consideration of an investment in the
issuer. In such circumstances, the client's decision to purchase securities of
the issuer must be independently reviewed by investment personnel with no
personal interest in the issuer;
<PAGE>
10. INVESTMENT PERSONNEL shall not recommend any securities transaction on
behalf of a client without having previously disclosed any beneficial ownership
interest in such securities or the issuer thereof to the Review Officer
including without limitation:
a. his or her beneficial ownership of any securities of such issuer;
b. any contemplated transaction by such person in such securities;
c. any position with such issuer or its affiliates; and
d. any present or proposed business relationship between such issuer
or its affiliates and such person or any party in which such person
has a significant interest.
Such interested investment personnel may not participate in the decision for the
client to purchase and sell securities of such issuer.
11. No portfolio manager shall, directly or indirectly, purchase or sell any
security or equivalent security in which he or she has, or by reason of such
purchase acquires, any beneficial ownership within a period of seven (7)
calendar days before and after a client has purchased or sold such security.
B. Exempt Transactions and Conduct
This Code of Ethics shall not be deemed to be violated by any of the following
transactions:
1. Purchases or sales for an account over which the access person has no direct
or indirect influence or control;
2. Purchases or sales which are non-volitional on the part of the access person
3. Purchases which are part of an automatic dividend reinvestment plan;
4. Purchases made by exercising rights distributed by an issuer pro rata to all
holders of a class of its securities, to the extent such rights were acquired by
the access person from the issuer, and sales of such rights so acquired;
5. Tenders of securities pursuant to tender offers which are expressly
conditioned on the tender offer's acquisition of all of the securities of the
same class;
6. Purchases or sales for which the access person has received prior written
approval from the Review Officer. Prior approval shall be granted only if a
purchase or sale of securities is consistent with the purposes of this Code of
Ethics and Section 17(j) of the 1940 Act and rules thereunder; and
<PAGE>
7. Purchases or sales made in good faith on behalf of a client, it being
understood by, and disclosed to, each client that Polaris may make
contemporaneous investment decisions and cause to be effected contemporaneous
executions on behalf of one or more of the clients and that such executions may
increase or decrease the price at which securities are purchased or sold for the
clients.
VI. COMPLIANCE PROCEDURES
A. Preclearance for Personal Securities Investments
Every access person shall be required to submit on Form III their intent to
trade for their own account to the Review Officer. The Review Officer will be
obligated to determine whether any prohibitions or restrictions apply to the
relevant securities and respond to the access persons submitting such intent to
trade forms in writing. If the Review Officer does not respond in writing within
two business days following the date of submission, the trade may be considered
"precleared" and the access person may execute such "precleared" trade anytime
within two business days following the lapse of the Review Officer's two day
period. If four business days have elapsed, not including the day the form was
submitted, and the access person's trade has not been executed, "preclearance"
will lapse and the access person may not trade without violating this
preclearance provision. The access person will be required to submit another
Form III and have the intended trade "precleared" again.
B. Records of Securities Transactions
1. Upon the written request of the Review Officer, access persons are required
to direct their brokers to supply to Polaris on a timely basis duplicate copies
of confirmations of all securities transactions and copies of periodic
statements for all securities accounts in which the access person has a
beneficial ownership interest.
2. The Review Officer shall review on a quarterly basis all transactions in
securities on behalf of the Performance Accounts that were conducted
simultaneously with transactions in the same securities on behalf of other
clients. If the Review Officer determines that a violation of this Code of
Ethics has or may have occurred, he shall submit a written determination,
together with the related report to Polaris' counsel.
C. Personal Reporting Requirements
1. Each access person shall submit to the Review Officer a report in the form
annexed hereto as Form I or in similar form (such as a computer printout), which
report shall set forth at least the information described in subparagraph 2 of
this Section VI. C as to all securities transactions during each quarterly
period, in which such access person has, or by reason of such transactions
acquires of disposes of, any beneficial ownership of a security.
2. Every report on Form I shall be made not later than ten (10) days after the
end of each
<PAGE>
calendar quarter in which the transaction(s) to which the report relates was
effected and shall contain the following information:
(1) the date of each transaction, the title, class and number of shares,
and the principal amount of each security involved;
(2) the nature of each transaction (i.e., purchases, sale or other type of
acquisition or disposition);
(3) the price at which each transaction was effected; and
(4) the name of the broker, dealer or bank with or through whom each
transaction was effected;
PROVIDED, HOWEVER, if no transactions in any securities required to be reported
were effected during a quarterly period by an access person such access person
shall submit to the Review Officer a report on Form I within the time-frame
specified above stating that no reportable securities transaction were effected.
3. Every report concerning a securities transaction prohibited under the
Statement of General Principles or Prohibited Activities set forth in Sections
II or V.A., respectively, with respect to which the reporting person relies upon
the exceptions provided in Section V.B shall contain a brief STATEMENT OF THE
EXEMPTION RELIED UPON AND THE CIRCUMSTANCES OF THE TRANSACTIONS.
4. At the end of each calendar quarter, the Review Officer shall prepare a
summary of all transactions by access persons in securities which were
purchased, sold, held or considered for purchase or sale by each client during
the prior quarter.
5. Both the Review Officer and the Alternate Review Officer shall compare all
reported personal securities transaction with completed and contemplated
portfolio transactions of the client to determine whether a violation of this
Code of Ethics may have occurred. Before making any determination that a
violation has been committed by any person, the Review Officer shall give such
person an opportunity to supply additional explanatory material.
6. If the Review Officer determines that a violation of this Code of Ethics has
or may have occurred, he shall submit a written determination, together with the
related report by the access person and any additional explanatory material
provided by the access person to Polaris' counsel. If the President of Polaris,
after consultation with counsel, determines a violation has occurred, he shall
immediately inform the client affected and report the sanctions.
<PAGE>
D. Disclosure of Personal Holdings
All investment personnel shall submit to Polaris initially, within 10 days, upon
becoming such a person and annually thereafter, within 30 days of December 31, a
report disclosing all securities in which such person has a beneficial ownership
interest.
E. Annual Certification of Compliance
All access persons shall certify annually on the form annexed hereto as Form IV
that they (i) have read and understand this Code of Ethics and recognize that
they are subject hereto, (ii) have complied with the requirements of this Code
of Ethics and (iii) have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of this Code of Ethics.
F. Submission to Fund Board
The Review Officer shall annually prepare a written report to the Board of
Trustees (or Directors) of a Fund listed in Appendix B that:
(i) describes any issues under this Code or its procedures since the
last report to the Trustees, including, but not limited to,
information about material violations of the code or procedures
and sanctions imposed in response to the material violations; and
(ii) certifies that the Fund has adopted procedures reasonably
necessary to prevent Access Persons and Investment Personnel from
violating this code.
G. Joint Participation
Access persons should be aware that a specific provision of the 1940 Act
prohibits such persons, in the absence of an order of the Commission, from
effecting a transaction in which an Investment Company is a "joint or a joint
and several participant" with such person. Any transaction which suggests the
possibility of a question in this area should be presented to legal counsel for
review.
H. Sub-contractors and Polaris Capital Management, Inc.
Polaris may contract with other investment advisers to provide research and
administrative services. Each such sub-contractor is subject to its own Code of
Ethics, a copy of which has been made available to Polaris. Each sub-contractor
is required to submit quarterly to Polaris a report that there have been no
violations of the sub-contractor's Code of Ethics during the most recent
calendar quarter. If there have been violations of the sub-contractor's Code of
Ethics, the sub-contractor must submit a detailed report of such violations and
<PAGE>
what remedial action, if any, was taken. If the sub-contractor's violation
involved a client of Polaris, such violation will be analyzed by the Review
Officer in Section VI C6 (above); provided, however, that if the sub-contractor
is Boston Investor Services, Inc., the analysis of the violation will be done by
the President of EGA.
VII. SANCTIONS
Any violation of this Code of Ethics shall result in the imposition of such
sanctions as Polaris may deem appropriate under the circumstances, which may
include, but is not limited to, removal, suspension of demotion from office,
imposition of a fine, a letter of censure and/or restitution to the affected
client of an amount equal to the advantage the offending person shall have
gained by reason of such violation.
The sanction of disgorgement of any profits realized may be imposed for any of
the following violations:
a. Violation of the prohibition against investment personnel profiting from
securities transactions of a trading nature;
b. Violation of the prohibition against access persons, directly or
indirectly, executing a personal securities transaction on a day during
which a client in his or her complex has a pending "buy" or "sell" order;
and,
c. Violation of the prohibition against portfolio managers, directly or
indirectly, purchasing or selling any security in which he or she has, or
by reason of such purchase acquired, any beneficial ownership within a
period of seven (7) calendar days before and after a client has purchased
or sold such security.
VIII. RECORDKEEPING REQUIREMENTS
Polaris shall maintain and preserve in an easily accessible place:
a. A copy of the Code of Ethics (and any prior code of ethics that was in
effect at any time during the past five years) for a period of five years;
b. A record of any violation of this Code of Ethics and of any action taken
as a result of such violation for a period of five years following the end
of the fiscal year in which the violation occurs;
c. A copy of each report (or computer printout) submitted under this Code
of Ethics for a period of five years, only those reports submitted during
the previous two years must be maintained and preserved in an easily
accessible place; and
d. A list of all persons who are, or within the past five years were,
required to make reports pursuant to this Code of Ethics.
<PAGE>
e. a record of any decision, and the reasons supporting the decision,
approving the acquisition by investment personnel of securities under
Section V(A)(9) of this Code, for at least five (5) years after the end of
the fiscal year in which the approval is granted.
IX. MISCELLANEOUS
A. Confidentiality
All information obtained from any access person hereunder shall be kept in
strict confidence by Polaris, except that reports of securities transaction
hereunder will be made available to the Commission or any other regulatory or
self-regulatory organization to the extent required by law or regulation.
B. Notice to Access Persons
Polaris shall identify all persons who are considered to be "access persons,"
"investment personnel" and "portfolio managers," inform such persons of their
respective duties and provide such persons with copies of this Code of Ethics.
Effective: July 1, 2000
<PAGE>
Exhibit (p)(7)
THE STRATEVEST GROUP, N.A.
RULE 17j-1
CODE OF ETHICS FOR ACCESS PERSONS
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
1. General Fiduciary Principles 2
2. Definitions 2
3. Exempt Transactions 4
4. Prohibited Transactions and Activities 4
5. Pre-clearance Requirement and Exempted 5
Transactions
6. Prohibition on the Receipt of Gifts 7
7. Reporting Requirements 8
Initial Reporting Requirements 8
Quarterly Reporting Requirements 8
Annual Reporting Requirements 9
Exemption for Disinterested Directors 10
8. Sanctions 10
Procedures for Prior Approval of Personal Securities Transactions by 11
Access Persons
Pre-clearing Foreign Securities 12
Procedures for the Reporting and Review of Personal Transaction 18
Activity
<PAGE>
THE STRATEVEST GROUP, N.A.
CODE OF ETHICS REGARDING PERSONAL SECURITIES TRADING
Pursuant to rule 17j-1 under the Investment Company Act of 1940, as amended,
this Code of Ethics has been adopted on behalf of the Adviser.*
1. GENERAL FIDUCIARY PRINCIPLES
a) Each Access Person:
i) must place the Funds' interests ahead of the Access Person's personal
interests;
ii) must avoid conflicts or apparent conflicts of interest with the Funds;
and
iii) must conduct his or her personal transactions in a manner which
neither interferes with Fund portfolio transactions nor otherwise
takes unfair or inappropriate advantage of the Access Person's
relationship to the Fund.
The failure to recommend or purchase a Covered Security for the Fund may
be considered a violation of this Code.
b) Every Access Person must adhere to these general fiduciary principles, as
well as comply with the specific provisions and Associated Procedures of
this Code. Technical compliance with the terms of this Code and the
Associated Procedures may not be sufficient where the transactions
undertaken by an Access Person show a pattern of abuse of the Access
Person's fiduciary duty.
2. DEFINITIONS
a) The "1940 Act" means the Investment Company Act of 1940, as amended.
b) "Access Person" means any director, trustee, officer, managing general
partner, general partner, or Advisory Person of a Fund or the Adviser who,
with respect to any Fund, makes any recommendations, participates in the
determination or which recommendation will be made, or whose principal
function or duties relate to the determination of which recommendations
will be made, or who, in connection with his or her duties, obtains any
information concerning recommendations on Covered Securities being made by
the Adviser to any Fund.
c) "Adviser" means The Stratevest Group, N.A.
d) "Advisory Person" means (i) any employee of the Adviser or of any company
in a control relationship to the Adviser, who, in connection with the
employee's regular functions or duties, makes, participates in, or obtains
information regarding the purchases or sales of a Covered Security by the
Fund, 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 the Fund who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale of a
Covered Security.
_____________________
*As the context requires, references herein to the singular include the plural
and masculine pronouns include the feminine.
<PAGE>
e) "Associated Procedures" means those policies, procedures and/or statements
that have been adopted by the Adviser or the Fund, and which are designed
to supplement this Code and its provisions.
f) "Beneficial ownership" will be attributed to an Access Person in all
instances where the Access Person (i) possesses the ability to purchase or
sell the Covered Securities (or the ability to direct the disposition of
the Covered Securities); (ii) possesses voting power (including the power
to vote or to direct the voting) over such Covered Securities; or (iii)
receives any benefits substantially equivalent to those of ownership.
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
16a-1(a)(2) of the Securities Exchange Act of 1934, and the rules and
regulations thereunder, except that the determination of direct or indirect
beneficial ownership shall apply to all Covered Securities which an Access
Person has or acquires.
g) "Control" shall have the same meaning as that set forth in Section 2(a)(9)
of the 1940 Act.
h) Except as provided in this definition, "Covered Security" shall include any
Security, including without limitation: equity and debt securities;
derivative securities, including options on and warrants to purchase equity
or debt securities; shares of closed-end investment companies; investments
in unit investment trusts; and Related Securities. "Related Securities" are
instruments and securities that are related to, but not the same as, a
Covered Security. For example, a Related Security may be convertible into a
Covered Security, or give its holder the right to purchase the Covered
Security. For purposes of reporting, "Covered Security" shall include
futures, swaps and other derivative contracts.
"Covered Security" shall not include: direct obligations of the Government
of the United States (regardless of their maturities); bankers'
acceptances; bank certificates of deposit; commercial paper; high quality
short-term debt instruments, including repurchase agreements; and shares of
registered open-end investment companies.
i) "Disinterested director" means a director, trustee, or managing general
partner of the Fund who is not an "interested person" of the Fund within
the meaning of Section 2(a)(19) of the 1940 Act.
j) "Fund" means Stratevest Funds, an investment company registered under the
1940 Act (and any series or portfolios of such company).
k) "Initial Public Offering" means an offering of securities registered under
the Securities Act of 1933, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of sections 13
or 15(d) of the Securities Exchange Act of 1934.
l) "Investment Personnel" include: Access Persons with direct responsibility
and authority to make investment decisions affecting the Fund (such as
portfolio managers and chief investment officers); Access Persons who
provide information and advice to such portfolio managers (such as
securities analysts); and Access Persons who assist in executing investment
decisions for the Fund (such as traders).
<PAGE>
m) "Private Placement" or "limited offering" means an offering that is exempt
from registration under Section 4(2) or Section 4(6) of the Securities Act
of 1933 or pursuant to rule 504, rule 505 or rule 506 under the Securities
Act of 1933.
n) "Purchase or sale of a Covered Security" includes, inter alia, the writing
of an option, future or other derivative contract to purchase or sell a
Covered Security.
o) "Review Officer" means an employee of the Adviser appointed by the Adviser
to review, monitor, approve or deny personal trading requests,
notifications, transaction and holdings reports and related actions from
Access Persons, Advisory Persons and Investment Personnel.
p) "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940
Act.
q) "Underwriter" means Edgewood Services, Inc.
3. EXEMPT TRANSACTIONS
The prohibitions or requirements of Section 4 and Section 5 of this Code shall
not apply to:
a) Purchases or sale of the following Securities:
i) direct obligations of the Government of the United States (regardless
of their maturities). This exemption does not apply to indirect
obligations of the U.S. Government, including FNMAs, GNMAs or FHLMCs.
ii) bankers' acceptances;
iii) bank certificates of deposit;
iv) commercial paper;
v) high quality short-term debt instruments, including repurchase
agreements; and
vi) shares of registered open-end investment companies.
b) Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control.
4. PROHIBITED TRANSACTIONS AND ACTIVITIES
a) Every Access Person is prohibited from acquiring any Security distributed
in an initial public offering; however, subject to provisions of this Code
and its Associated Procedures, an Access Person may acquire the security in
the secondary market.
b) Every Access Person is prohibited from acquiring any Security in a private
placement or other limited offering, without the express prior approval of
Review Officer. In instances where an Investment Personnel, after receiving
prior approval, acquires a Security in a private placement, the Investment
Personnel has an affirmative obligation to disclose this investment to the
Chief Investment Officer (or his designee) if the Investment Personnel
participates in any subsequent consideration of any potential investment by
the Fund in the issuer of that Security. Following a purchase by an
Investment Personnel in an approved personal transaction, any purchase by
<PAGE>
the Fund of Securities issued by the same company (other than secondary
market purchases of publicly traded Securities) will be subject to an
independent review by Review Officer.
c) Every Access Person is prohibited from executing a personal transaction in
any Covered Security on a day during which the Fund has a pending "buy" or
"sell" order for that Covered Security, until the Fund's orders are either
executed or withdrawn.
All Investment Personnel are prohibited from purchasing or selling any Covered
Security within five calendar days AFTER the Fund purchases or sells the
same Covered Security. Members of an Investment Personnel group, as defined
by Review Officer, are prohibited from purchasing or selling any Covered
Security within five days before any Fund advised by that group purchases
or sells the same Covered Security. This prohibition shall not apply to
purchases and sales of large-cap securities (stocks with market
capitalizations of $10 billion and over) deemed to be of a de minimis
nature ( under $10,000 in the aggregate).
d) Every Access Person is prohibited from profiting in the purchase and sale,
or sale and purchase, of the same (or equivalent) Covered Security within
60 calendar days. For purposes of this prohibition, each personal
transaction in the Covered Security will begin a new 60 calendar day
period. As an illustration, if an Access Person purchases 1000 shares of
Omega Corporation on June 1st, 500 shares on July 1st, and 250 shares on
August 1st, the profit from the sale of the 1000 shares purchased on June
1st is prohibited for any transaction prior to October 1st (i.e., 60
calendar days following August 1st). In circumstances where a personal
transaction in a Covered Security within the proscribed period is
involuntary (for example, due to unforeseen corporate activity, such as a
merger), the Access Person must notify Review Officer.
In circumstances where an Access Person can document personal exigencies,
Review Officer may grant an exemption from the prohibition of profiting in
the purchase and sale, or sale and purchase, of the same (or equivalent)
Covered Security within 60 calendar days. Such an exemption is wholly
within the discretion of Review Officer, and any request for such an
exemption will be evaluated on the basis of the facts of the particular
situation.
e) All Investment Personnel are prohibited from serving on the boards of
directors of any issuer of a Covered Security, absent express prior
authorization from Review Officer. Authorization to serve on the board of
such a company may be granted in instances where Review Officer determines
that such board service would be consistent with the interests of the Fund
and its shareholders. If prior approval to serve as a director of a company
is granted, Investment Personnel have an affirmative duty to recuse
themselves from participating in any deliberations by the Fund regarding
possible investments in the securities issued by the company on whose board
the Investment Personnel sit.
f) Every Access Person is prohibited from purchasing or selling, directly or
indirectly, any Covered Security in which he or she has, or by reason of
such transaction acquires, a direct or indirect beneficial ownership
interest and which he or she knows, or should have known, at the time of
such purchase or sale:
i) is being considered for purchase or sale by the Fund; or
<PAGE>
ii) is being purchased or sold by the Fund.
g) Every Access Person is prohibited, in connection with the purchase or sale,
directly or indirectly, by the Access Person of a Security Held or to be
Acquired by the Fund:
i) from employing any device, scheme or artifice to defraud the Fund;
ii) from making any untrue statement of a material fact to the Fund or
omit to state a material fact necessary in order to make the
statements made to the Fund, in light of the circumstances under which
they are made, not misleading;
iii) from engaging in any act, practice or course of business that operates
or would operate as a fraud or deceit on the Fund; or
iv) from engaging in any manipulative practice with respect to the Fund.
Examples of this would include causing the Fund to purchase a Covered Security
owned by the Access Person for the purpose of supporting or driving up the
price of the Covered Security, and causing the Fund to refrain from selling
a Covered Security in an attempt to protect the value of the Access
Person's investment, such as an outstanding option. One test which will be
applied in determining whether this prohibition has been violated will be
to review the Covered Securities transactions of Access Persons for
patterns. However, it is important to note that a violation could result
from a single transaction if the circumstances warranted a finding that the
provisions of Section 1 of this Code have been violated.
h) Notwithstanding the other restrictions of this Code to which Disinterested
directors are subject, subparagraphs (a) through (d) of this Section 4
shall not apply to Disinterested directors.
5. PRE-CLEARANCE REQUIREMENT AND EXEMPTED TRANSACTIONS
a) Every Access Person is prohibited from executing a personal transaction in
any Covered Security (including transactions in pension or profit-sharing
plans in which the Access Person has a beneficial interest), without
express prior approval of Review Officer, in accordance with the Associated
Procedures governing pre-clearance. A purchase or sale of Covered
Securities not otherwise approved pursuant to the Associated Procedures
may, upon request made prior to the personal transaction, nevertheless
receive the approval of Review Officer if such purchase or sale would be:
only remotely potentially harmful to the Fund; very unlikely to affect a
highly institutional market; or clearly not related economically to the
securities to be purchased, sold or held by the Fund. Notwithstanding the
receipt of express prior approval, any purchases or sales by any Access
Person undertaken in reliance on this provision remain subject to the
prohibitions enumerated in Section 4 of this Code.
b) The pre-clearance requirement in Section 5(a) shall not apply to:
i) Purchases or sales which are non-volitional on the part of either the
Access Person or the Fund, subject to the provisions of Section 4 (g)
of this Code.
<PAGE>
ii) Purchases which are either made solely with the dividend proceeds
received in a dividend reinvestment plan; or part of an automatic
payroll deduction plan, whereby an employee purchases securities
issued by an employer.
iii) Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its Covered Securities, to the
extent such rights were acquired from such issuer, and any sales of
such rights so acquired.
iv) Purchases and sales of a Security that represents an interest in
certain indices as determined by Review Officer.
v) Transactions in a Covered Security which involve the giving of gifts
or charitable donations.
vi) Purchases and sales of Covered Securities executed by a person deemed
to be an Access Person solely by reason of his position as an Officer
and/or Director or Trustee of the Fund. This exemption does not apply
to those persons who are Officers and/or Directors of an Underwriter
or Adviser.
vii) Purchases and sales of large-cap securities (stocks with market
capitalizations of $10 billion and over) deemed to be of a de minimis
nature (under $10,000 in the aggregate).
c) Notwithstanding the other restrictions of this Code to which Disinterested
directors are subject, Section 5 shall not apply to Disinterested
directors.
6. PROHIBITION ON THE RECEIPT OF GIFTS
Every Access Person is prohibited from receiving any gift, favor,
preferential treatment, valuable consideration, or other thing of more
than a de minimis value in any year from any person or entity from, to
or through whom the Fund purchases or sells Securities, or an issuer of
Securities. For purposes of this Code, "de minimis value" is equal to
$100 or less. This prohibition shall not apply to:
i) salaries, wages, fees or other compensation paid, or expenses paid or
reimbursed, in the usual scope of an Access Person's employment
responsibilities for the Access Person's employer;
ii) the acceptance of meals, refreshments or entertainment of reasonable
value in the course of a meeting or other occasion, the purpose of
which is to hold bona fide business discussions;
iii) the acceptance of advertising or promotional material of nominal
value, such as pens, pencils, note pads, key chains, calendars and
similar items;
iv) the acceptance of gifts, meals, refreshments, or entertainment of
reasonable value that are related to commonly recognized events or
occasions, such as a promotion, new job, Christmas, or other
recognized holiday; or
v) the acceptance of awards, from an employer to an employee, for
recognition of service and accomplishment.
<PAGE>
7. REPORTING
Every Access Person is required to submit reports of transactions in Covered
Securities to Review Officer as indicated below. 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 Covered Security to
which the report relates.
INITIAL REPORTING REQUIREMENTS
a) Within 10 calendar days of commencement of employment as an Access Person,
the Access Person will provide a list including:
i) the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership when the person became an Access Person;
ii) the name of any broker, dealer or bank maintaining an account in which
any Security was held for the direct or indirect benefit of the Access
Person as of the date of employment as an Access Person; and
iii) the date the report is submitted to Review Officer.
b) Every Access Person is required to direct his broker to forward to the
Review Officer on a timely basis, duplicate copies of both confirmations of
all personal transactions in Covered Securities effected for any account in
which such Access Person has any direct or indirect beneficial ownership
interest and periodic statements relating to any such account.
QUARTERLY REPORTING REQUIREMENTS
c) Every Access Person shall report the information described in Section 7(d)
of this Code with respect to transactions in any Covered Security (other
than those personal transactions in Securities exempted under Section 3 of
this Code) in which such Access Person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership.
d) Every report shall be made not later than 10 calendar days after the end of
the calendar quarter in which the transaction to which the report relates
was effected, shall be dated and signed by the Access Person submitting the
report, and shall contain the following information:
i) the date of the transaction, the title and the number of shares, the
principal amount, the interest rate and maturity date, if applicable
of each Covered 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;
iv) the name of the broker, dealer or bank through whom the transaction
was effected; and
<PAGE>
v) if there were no personal transactions in any Covered Security during
the period, either a statement to that effect or the word "None" (or
some similar designation).
e) Every Access Person shall report any new account established with a broker,
dealer or bank in which any Security was transacted or held for the direct
or indirect benefit of the Access Person during the quarter. The report
shall include the name of the entity with whom the account was established
and the date on which it was established.
ANNUAL REPORTING REQUIREMENTS
f) Every Access Person, on an annual basis or upon request of Review Officer,
will be required to furnish a list including the following information
(which information must be current as of a date no more than 30 days before
the report is submitted) within 10 calendar days of the request:
i) the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership;
ii) the name of any broker, dealer or bank maintaining an account in which
any Covered Security was held for the direct or indirect benefit of
the Access Person; and
iii) the date the report is submitted to Review Officer.
g) In addition, every Access Person is required, on an annual basis, to
certify that they have received, read, and understand the provisions of
this Code and its Associated Procedures, and that they recognize that they
are subject to its provisions. Such certification shall also include a
statement that the Access Person has complied with the requirements of this
Code and its Associated Procedures and that the Access Person has disclosed
or reported all personal transactions in Securities that are required to be
disclosed or reported pursuant to the requirements of this Code.
EXEMPTION FOR DISINTERESTED DIRECTORS
h) A Disinterested director is exempt from the "initial reporting
requirements" and "annual reporting requirements" contained in Section 7.
i) A Disinterested director shall be exempt from the "quarterly reporting
requirements" contained in Section 7, so long as at the time of the
personal transaction in the Covered Security, the Disinterested
director neither knew, nor, in the ordinary course of fulfilling his
official duties as a director of the Fund, should have known that
during the 15-day period immediately preceding or after the date of
the transaction in the Covered Security by the Disinterested director
the Covered Security was purchased or sold by the Fund, or considered
for purchase or sale.
<PAGE>
8. SANCTIONS
a) Upon discovering a violation of this Code or its Associated Procedures,
Review Officer may take such actions or impose such sanctions, if any, as
it deems appropriate, including, but not limited to:,
i) a letter of censure;
ii) suspension;
iii) a fine;
iv) the unwinding of trades;
v) the disgorging of profits; or
vi) the termination of the employment of the violator.
b) The filing of any false, incomplete or untimely reports, as required by
Section 7 of this Code, may be considered a violation of this Code.
c) All material violations of this Code and any sanctions imposed with respect
thereto shall be reported to the Board of Directors of the Fund at least
annually.
<PAGE>
SAMPLE PROCEDURES FOR PRIOR APPROVAL OF PERSONAL
SECURITIES TRANSACTIONS BY ACCESS PERSONS
PROCESS
PRECLEARANCE APPROVAL
a) An Access Person who wishes to effect a personal securities transaction,
whether a purchase, sale, or other disposition, must pre-clear the Covered
Security prior to engaging in the transaction.
b) When trading options, the Access Person must pre-clear the underlying
security before entering into the option contract.
c) Based on established criteria, Review Officer determines whether the
contemplated transaction should be permitted. The primary criteria applied
are whether the Covered Security is on the Equity Watch List (which is
updated [weekly]) or Open Order lists, or whether the Covered Security was
traded by any of the Adviser advised funds (fund trade information is
updated [nightly]).
d) Approval is either granted or denied immediately.
e) If approval is denied, the Access Person is given a specific reason for the
denial. The contemplated personal transaction in that Covered Security is
prohibited until prior approval is subsequently granted.
f) If approval is granted, the Access Person is free to effect the personal
transaction in that Covered Security DURING THAT TRADING DAY ONLY. In this
regard, open orders for more than one trading day (good till cancel) must
be approved daily to comply with the Code. If approval is granted, Review
Officer must record the reasons supporting the approval on the following
Personal Transaction Notification form so that Review Officer can maintain
a record of all approved pre-clearance requests.
g) All trade requests and their dispositions are maintained and reviewed by
Review Officer in conjunction with other information provided by Access
Persons in accordance with the Code.
h) Review Officer reviews all exceptions generated due to a fund trade
occurring after pre-clearance approval has been granted. Review Officer
determines the appropriate action to be taken to resolve each exception.
If extraordinary circumstances exist, an appeal may be directed to Review
Officer [phone number]. Appeals are solely within the discretion of Review
Officer.
TRANSACTIONS COVERED AND EXEMPTIONS
These procedures apply to Access Persons' personal transactions in "Covered
Security" as defined in Section 2 of the Code. A Covered Security includes:
equity and debt securities; options and warrants to purchase equity or debt
securities; shares of closed-end investment companies; and investments in
unit investment trusts.
These procedures do not apply to contemplated transactions in the following
instruments:
<PAGE>
a) direct obligations of the Government of the United States (regardless of
their maturities). This exemption does not apply to indirect obligations of
the U.S. Government, including FNMAs, GNMAs or FHLMCs.);
b) bankers' acceptances;
c) bank certificates of deposit;
d) commercial paper;
e) high quality short-term debt instruments, including repurchase agreements;
and
f) shares of registered open-end investment companies;
In addition, these procedures do not apply to the following transactions:
g) Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control;
h) Purchases or sales which are non-volitional on the part of either the
Access Person or the Fund, subject to the provisions of the Code;
i) Purchases which are either (i) made solely with the dividend proceeds
received in a dividend reinvestment plan; or (ii) part of an automatic
payroll deduction plan, whereby an employee purchases securities issued by
an employer;
j) 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 any sales of such rights so acquired;
k) Purchases and sales of a Security that represents an interest in certain
indices as determined by Review Officer;
l) Transactions in a Covered Security which involve the giving of gifts or
charitable donations; and
m) Purchases and sales of Covered Securities executed by a person deemed to be
an Access Person solely by reason of his position as an Officer and/or
Director or Trustee of the Fund. This exemption does not apply to those
persons who are Officers and/or Directors of an Underwriter or Adviser.
n) Purchases and sales of large-cap securities (stocks with market
capitalizations of $10 billion and over) deemed to be of a de minimis
nature (under $10,000 in the aggregate).
SANCTIONS
Failure to comply with the pre-clearance process may result in any of the
following sanctions being imposed as deemed appropriate by Review
Officer:
i) a letter of censure;
ii) suspension;
iii) a fine;
iv) the unwinding of trades;
v) the disgorging of profits; or
vi) the termination of the employment of the violator.
<PAGE>
PERSONAL TRANSACTION NOTIFICATION
I, [Name] intend to buy/sell shares of [Name of security] for my personal
account or an account over which I have discretion. I am aware of no conflict
this transaction may pose with any mutual fund managed by The Stratevest Group,
N.A.
Signed by:
Date:
________ Approval granted for trading on ______________ because ______________.
________ Approval denied. Reason for denial: _______________________________
Acknowledged by: ___________________
Review Officer/Title
<PAGE>
Date
Broker-Dealer Name
Address
RE: Your Name
Brokerage Account Number: 1234-5678
Dear Sir/Madam:
As an employee of The Stratevest Group, N.A., I am subject to
certain requirements applicable to my personal securities
transactions, in accordance with the Codes of Ethics adopted
by the various investment companies advised by The Stratevest
Group, N.A. These requirements also assist The Stratevest
Group, N.A. in carrying out its responsibilities under the
Insider Trading and Security Fraud Enforcement Act of 1988.
Among these requirements is my obligation to provide to The
Stratevest Group, N.A. duplicate brokerage confirmations and
account statements.
Therefore, I hereby request that you provide duplicate confirmations
and account statements with respect to securities in which I
have any beneficial ownership or interest, including
securities held in street name or in house, family, joint or
partnership accounts. These duplicate account memoranda should
occur with respect to all transactions including, but not
limited to, those involving options, warrants, shares of
closed end investment companies and futures contracts. Please
forward this information to:
The Stratevest Group, N.A.
[Address]
Any questions concerning these matters can be directed to [name]
at [phone number]. Your serious attention to this matter is
greatly appreciated.
Sincerely,
<PAGE>
SAMPLE PROCEDURES FOR THE REPORTING AND REVIEW OF PERSONAL TRANSACTION ACTIVITY
INITIAL REPORTING PROCESS
1. Review Officer meets with each new Access Person and reviews the Code of
Ethics and the procedures for pre-clearing personal securities
transactions.
2. The Access Person is required to complete the "Certification and
Acknowledgment Form" to acknowledge his/her understanding of the Code of
Ethics and return it to Review Officer within 10 calendar days.
3. In addition, the Access Person is required to complete the "Personal
Security Portfolio Form" which includes the following information:
a) the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership when the person became an Access Person;
b) the name and address of any broker, dealer or bank with whom the
Access Person maintained an account in which any Covered Security was
held for the direct or indirect benefit of the Access Person as of the
date of employment as an Access Person; and
c) the date the report is submitted to Review Officer.
4. A separate form must be completed for the Access Person and all household
members as defined in Section 2(c) of the Code. The signed form(s) must be
returned to Review Officer within 10 calendar days.
5. Review Officer maintains current portfolio holdings information as
"initial" holdings.
6. Review Officer notifies each broker, dealer or bank that duplicate
confirmations and statements for the Access Person, if applicable, must be
sent to Review Officer, effective immediately.
QUARTERLY REPORTING PROCESS
1. On the first business day after each calendar quarter end, Review Officer
sends an e-mail to each Access Person giving step-by-step instructions on
how to complete the quarterly reporting requirements.
2. Within 10 calendar days of the quarter end, the Access Person is required
to:
a) review for accuracy all Covered Security transactions recorded during
the previous calendar quarter in all personal and household member
accounts;
b) review all open account information, including names of brokers, banks
and dealers, addresses and account numbers;
c) notify Review Officer of any new accounts established with brokers,
banks or dealers during the quarter and the date the account was
established; and
d) resolve any discrepancies with Review Officer.
3. Covered Security transactions executed by any Access Person during the
calendar quarter are reviewed by Review Officer periodically throughout the
quarter.
<PAGE>
4. Review Officer issues memos to each Access Person if any transactions he or
she has executed during the quarter have been deemed to be either
exceptions to or violations of the Code's requirements.
5. Based on the activity and the responses to the memos, Review Officer may
impose any of the sanctions identified in Section 8.
ANNUAL REPORTING PROCESS
1. At least annually, Review Officer requires that each Access Person read the
Code and certify and acknowledge his/her understanding of the Code and its
requirements.
2. This re-certification is required to be completed within 10 calendar days
of the request. Review Officer monitors compliance with this requirement.
3. At the same time, Review Officer provides each Access Person with a current
list of securities held in the Access Person's account(s).
4. Within 10 calendar days of the request, the Access Person is required to:
a) review for accuracy all securities held in all personal accounts,
including the title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or indirect
beneficial ownership;
b) review all open account information, including names of brokers, banks
and dealers, addresses and account numbers;
c) notify Review Officer of any new accounts established with brokers,
banks or dealers; and
d) resolve any discrepancies with Review Officer.
REPORTING TO THE BOARD OF TRUSTEES
1. Each quarter, Review Officer reports any violations of the Code to the
Board of Trustees. Violations of the Code include:
a) failure to preclear a transaction;
b) failure to complete the initial, quarterly or annual reporting
requirements timely, regardless of whether the Access Person executed
any transactions;
c) recognition of a profit on the sale of a security held less than 60
days;
d) failure to comply with the receipt of gifts requirements; and
e) any trends or patterns of personal securities trading which are deemed
by Review Officer to be violations of the Code.
2. Review Officer provides the Board with the name of the Access Person; the
type of violation; the details of the transaction(s); and the types of
sanctions imposed, if any.
<PAGE>
RECORDKEEPING REQUIREMENTS
Review Officer maintains the following books and records for a period no less
than 6 calendar years:
a) a copy of the Code of Ethics;
b) a record of any violation of the Code of Ethics and any action taken
as a result of the violation;
c) a copy of each report made by an Access Person, including initial,
quarterly and annual reporting;
d) a record of all Access Persons (current and for the past five years);
e) a record of persons responsible for reviewing reports; and
f) a copy of any supporting documentation used in making decisions
regarding action taken by Review Officer with respect to personal
securities trading.
<PAGE>
Exhibit (p)(12)
TRILLIUM ASSET MANAGEMENT CORPORATION
CODE OF ETHICS
INTRODUCTION
This Code of Ethics (the "Code") has been adopted by TRILLIUM ASSET
MANAGEMENT CORPORATION ("TAMC"). This Code pertains to TAMC's investment
advisory services to registered management investment companies or series
thereof (each a "Fund"). This Code establishes standards and procedures for the
detection and prevention of activities by which persons having knowledge of the
investments and investment intentions of a Fund may abuse their fiduciary duties
to the Fund and addresses other types of conflict of interest situations.
Definitions of underlined terms are included in Appendix A.
1. POLICY STATEMENT
TAMC forbids any Access Person and Investment Personnel from engaging
in any conduct which is contrary to this Code. In addition, due to their
positions, TAMC also forbids any Access Person or Investment Personnel from
engaging in any conduct which is contrary to TAMC's Insider Trading Policy and
Related Procedures. In addition, many persons subject to the Code are also
subject to the other restrictions or requirements which affect their ability to
open securities accounts, effect securities transactions, report securities
transactions, maintain information and documents in a confidential manner and
other matters relating to the proper discharge of your obligations to TAMC.
These include contractual arrangements with TAMC and policies adopted by TAMC
concerning confidential information and documents.
TAMC has always held itself and its employees to the highest ethical
standards. While this Code is only one manifestation of those standards,
compliance with its provisions is essential. Failure to comply with this Code is
a very serious matter and may result in disciplinary action being taken. Such
action can include among other things, monetary fines, disgorgement of profits,
suspension or even termination of employment.
2. WHO IS COVERED BY THIS CODE
(a) All Access Persons and Investment Personnel, in each case only with respect
to those Funds listed on Appendix A.
3. PROHIBITED TRANSACTIONS
(a) PROHIBITION AGAINST FRAUDULENT CONDUCT. It is unlawful for Access
Persons and Investment Personnel to use any information concerning a Security
held or to be acquired by a Fund, or their ability to influence any investment
decisions, for personal gain or in a manner detrimental to the interests of a
Fund. In addition, they shall not, directly or indirectly:
(i) employ any device, scheme or artifice to defraud a Fund or engage
in any manipulative practice with respect to a Fund;
(ii) make to a Fund any untrue statement of a material fact or omit to
state to a Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they
are made, not misleading; or
(iii)engage in any act, practice, or course of business that operates
or would operate as a fraud or deceit upon a Fund.
<PAGE>
(b) BLACKOUT PERIOD. Access Persons and Investment Personnel shall not
Purchase or sell a Covered Security in an account over which they have direct or
indirect influence or Control on a day during which they know or should have
known a Fund has a pending "buy" or "sell" order in that same security until
that order is executed or withdrawn.
(c) ADDITIONAL INVESTMENT PERSONNEL BLACKOUT PERIOD. No Investment
Personnel shall Purchase or sell a Covered Security within ten trading days
before or two trading days after a Fund for which the Investment Personnel makes
or participates in making a recommendation trades in that security. Any profits
realized on Purchases or sales of that security within this proscribed period
shall be disgorged to a Fund or a charity.
(d) BLACKOUT PERIOD EXCLUSIONS AND DEFINITIONS. The following transactions
shall not be prohibited by this Code and are not subject to the limitations of
Sections 3(b) and (c):
(i) Purchases or sales over which one has no direct or indirect
influence or Control (for this purpose, one is deemed to have
direct or indirect influence or Control over the accounts of a
spouse, minor children and relatives residing in one's home);
(ii) Purchases which are part of an automatic dividend reinvestment
plan;
(iii) Purchases or sales which are non-volitional on one's part; and
(iv) 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.
For purposes of Sections 3(b) and (c), and subject to Section 3(g)
below, the (i) common stock and any fixed income security of an issuer shall not
be deemed to be the same security and (ii) non-convertible preferred stock of an
issuer shall be deemed to be the same security as the fixed income securities of
that issuer; and (iii) convertible preferred stock shall be deemed to be the
same security as both the common stock and fixed income securities of that
issuer.
(e) REQUIREMENT FOR PRECLEARANCE. Access Persons and Investment Personnel
must obtain written pre-clearance from the Review Officer designated under
Section 5 for any securities transaction except those listed in Section 3(d) of
the Code. A form for the purpose of obtaining pre-clearance follows as
Attachment C. The Review Officer will not grant pre-clearance if the security
transaction is not consistent with the provisions of the Code.
Any Investment Personnel of a Fund who has taken a personal position
through a private placement will be under an affirmative obligation to disclose
that position in writing to the Review Officer if they play a material role in
the Fund's subsequent investment decision regarding the same issuer; this
separate disclosure must be made even though the Investment Personnel has
previously disclosed the ownership of the privately placed security in
compliance with the preclearance requirements of this section. Once disclosure
is given, an independent review of the Fund's investment decision will be made.
(f) OTHER PROHIBITED TRANSACTIONS. Access Persons and Investment Personnel
shall not:
(i) induce or cause a Fund to take action or to fail to take action,
for personal benefit rather than for the benefit of the Fund;
(ii) accept anything other than items of de minimis value or any other
preferential treatment from any broker-dealer or other entity
with which a Fund does business;
(iii)establish or maintain an account at a broker-dealer, bank or
other entity through which securities transactions may be
effected without written notice to the designated Review Officer
prior to establishing such an account;
(iv) use knowledge of portfolio transactions of a Fund for one's
personal benefit or the personal benefit of others
(v) violate the anti-fraud provisions of the federal or state
securities laws;
<PAGE>
(vi) serve on the boards of directors of publicly traded companies,
absent prior authorization based upon a determination by the
Review Officer that the board service would not conflict with the
interests of the Fund and its shareholders;
(vii) directly or indirectly acquire securities in an initial public
offering for which no public market in the same or similar
securities of the issue has previously existed.
(g) UNDUE INFLUENCE. Access Persons and Investment Personnel shall not
cause or attempt to cause any Fund to Purchase, sell or hold any security in a
manner calculated to create any personal benefit. Such persons shall not
recommend any securities transactions for a Fund without having disclosed
(through reports in accordance with Section 4, preclearance in accordance with
Section 3(f), or otherwise) their interest, if any, in such securities or the
issuer thereof, including, without limitation, (i) Beneficial Ownership of any
securities of such issuer, (ii) any position with such issuer or its affiliates
and (iii) any present or proposed business relationship between such person (or
any party in which such person has a significant interest) and such issuer or
its affiliates.
(h) CORPORATE OPPORTUNITIES. Access Persons and Investment Personnel shall
not take personal advantage of any opportunity properly belonging to a Fund.
(i) CONFIDENTIALITY. Except as required in the normal course of carrying
out their business responsibilities, Access Persons and Investment Personnel
shall not reveal information relating to the investment intentions or activities
of any Fund, or securities that are being considered for Purchase or sale on
behalf of any Fund.
4. REPORTING REQUIREMENTS
(a) REPORTING. Access Persons and Investment Personnel must report the
information described in this Section with respect to transactions in any
Covered Security in which they have, or by reason of such transaction acquire,
any direct or indirect Beneficial Ownership. They must report to the designated
Review Officer unless they are otherwise required by a Fund, pursuant to a Code
of Ethics adopted by the Fund, to report to the Fund or another person.
(b) EXCLUSIONS FROM REPORTING. Purchases or sales of Covered Securities in
an account in which a person has no direct or indirect influence or Control are
not subject to the reporting requirements of this Section.
(c) INITIAL HOLDING REPORTS. No later than ten (10) days after a person
becomes subject to this Code as set forth in Section 2, he or she must report
the following information:
(i) the title, number of shares and principal amount of each Covered
Security (whether or not publicly traded) in which the person has
any direct or indirect Beneficial Ownership as of the date he or
she became subject to this Code;
(ii) the name of any broker, dealer or bank with whom he or she
maintained an account in which any securities were held for his
or her direct or indirect benefit as of the date he or she became
subject to this Code; and
(iii) the date that the report is submitted.
(d) QUARTERLY TRANSACTION REPORTS. No later than ten (10) days after the
end of a calendar quarter, each person subject to this Code must report the
following information:
(i) with respect to any transaction during the quarter in a Covered
Security (whether or not publicly traded) in which the person
has, or by reason of such transaction acquired, any direct or
indirect Beneficial Ownership:
(1) the date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares and
the principal amount of each Covered Security involved;
(2) the nature of the transaction (i.e., Purchase, sale or any other type of
acquisition or disposition); (3) the price of the Covered Security at which the
transaction was effected; (4) the name of the broker, dealer or bank with or
through which the transaction was effected; and (5) the date that the report is
submitted.
(ii) with respect to any account established by the person in which
any Covered Securities (whether or not publicly traded) were held
during the quarter for his or her direct or indirect benefit:
(1) the name of the broker, dealer or bank with whom he or she
established the account;
<PAGE>
(2) the date the account was established; and
(3) the date that the report is submitted.
(e) ANNUAL HOLDINGS REPORTS. Annually, Access Persons must report the
following information (which information must be current as of a date no more
than thirty (30) days before the report is submitted):
(i) the title, number of shares and principal amount of each Covered
Security (whether or not publicly traded) in which such person
had any direct or indirect Beneficial Ownership;
(ii) the name of any broker, dealer or bank with whom such person
maintains an account in which any securities are held for such
person's direct or indirect benefit; and
(iii) the date that the report is submitted.
(f) CERTIFICATION OF COMPLIANCE. Access Persons are required to certify
annually (in the form of Attachment A) that they have read and understood the
Code and recognize that they are subject to the Code. Further, they are required
to certify annually that they have complied with all the requirements of the
Code and they have disclosed or reported all personal securities transactions
pursuant to the requirements of the Code.
(g) REPORT QUALIFICATION. Any report may contain a statement that the
report shall not be construed as an admission by the person making the report
that he or she has any direct or indirect Beneficial Ownership in the Covered
Securities to which the report relates.
(h) ACCOUNT OPENING PROCEDURES. Each person subject to the Code shall
provide written notice to the Review Officer prior to opening any account with
any entity through which a Covered Securities transaction may be effected. In
addition, he or she must promptly:
(i) provide full access to a Fund, its agents and attorneys to any
and all records and documents which a Fund considers relevant to
any securities transactions or other matters subject to the Code;
(ii) cooperate with a Fund, or its agents and attorneys, in
investigating any securities transactions or other matter subject
to the Code;
(iii)provide a Fund, its agents and attorneys with an explanation (in
writing if requested) of the facts and circumstances surrounding
any securities transaction or other matter subject to the Code;
and
(iv) promptly notify the Review Officer or such other individual as a
Fund may direct, in writing, from time to time, of any incident
of noncompliance with the Code by anyone subject to this Code.
5. REVIEW OFFICER
(a) DUTIES OF REVIEW OFFICER. The Chief Compliance Officer of TAMC has been
appointed by the Directors of TAMC as the Review Officer to:
(i) review all securities transaction and holdings reports and
maintain the names of persons responsible for reviewing these
reports;
<PAGE>
(ii) identify all persons subject to this Code who are required to
make these reports and promptly inform each person of the
requirements of this Code;
(iii)compare, on a quarterly basis, all Covered Securities
transactions with each Fund's completed portfolio transactions to
determine whether a Code violation may have occurred;
(iv) maintain a signed acknowledgment by each person who is then
subject to this Code, in the form of Attachment A; and
(v) identify persons who are Access Persons or Investment Personnel
of the Fund and inform those persons of their requirements to
obtain prior written approval from the Review Officer prior to
entering into a personal securities transactions.
(b) POTENTIAL TRADE CONFLICT. When there appears to be a transaction that
conflicts with the Code, the Review Officer shall request a written explanation
of the person's transaction. If after post-trade review, it is determined that
there has been a violation of the Code, a report will be made by the designated
Review Officer with a recommendation of appropriate action to the Directors of
TAMC.
(c) REQUIRED RECORDS. The Review Officer shall maintain and cause to be
maintained:
(i) a copy of any code of ethics adopted by TAMC which has been in
effect during the previous five (5) years in an easily accessible
place;
(ii) a record of any violation of any code of ethics, and of any
action taken as a result of such violation, in an easily
accessible place for at least five (5) years after the end of the
fiscal year in which the violation occurs;
(iii)a copy of each report made by anyone subject to this Code as
required by Section 4 for at least five (5) years after the end
of the fiscal year in which the report is made, the first two (2)
years in an easily accessible place;
(iv) a list of all persons who are, or within the past five years have
been, required to make reports or who were responsible for
reviewing these reports pursuant to any code of ethics adopted by
TAMC, in an easily accessible place;
(v) a copy of each written report and certification required pursuant
to Section 5(e) of this Code for at least five (5) years after
the end of the fiscal year in which it is made, the first two (2)
years in an easily accessible place; and
(vi) a record of any decision, and the reasons supporting the
decision, approving the acquisition by Investment Personnel of
privately placed securities for at least five (5) years after the
end of the fiscal year in which the approval is granted.
(d) POST-TRADE REVIEW PROCESS. Following receipt of Quarterly Transaction
Reports, transactions will be screened for the following: (Note: Need guidelines
for what to review.)
(i) same day trades: transactions by Access Persons and Investment
Personnel occurring on the same day as the Purchase or sale of
the same security by a Fund for which they are an Access Person
or Investment Personnel.
(ii) portfolio manager trades: transactions by Investment Personnel
within ten trading days before and two trading days after a Fund,
for which the Investment Personnel makes or participates in
making a recommendation, trades in that security.
(iii)fraudulent conduct: transactions in a Covered Security by Access
Persons and Investment Personnel which, within the most recent 15
days, is or has been held by a Fund or is being or has been
considered by a Fund or TAMC for Purchase by a Fund.
(iv) other activities: transactions which may give the appearance that
an Access Person or Investment Personnel has executed
transactions not in accordance with this Code.
(e) SUBMISSION TO FUND BOARD. The Review Officer shall annually prepare a
written report to the Board of Trustees (or Directors) of a Fund listed in
Appendix B that
<PAGE>
(i) describes any issues under this Code or its procedures since the
last report to the Trustees or Directors, including, but not
limited to, information about material violations of the Code or
procedures and sanctions imposed in response to the material
violations; and
(ii) certifies that the Fund has adopted procedures reasonably
necessary to prevent Access Persons and Investment Personnel from
violating the Code.
<PAGE>
TRILLIUM ASSET MANAGEMENT CORPORATION
CODE OF ETHICS
APPENDIX A
DEFINITIONS
(a) Access Person:
(i)(1) of TAMC means each director or officer of TAMC, any employee
or agent of TAMC, or any company in a Control relationship to
TAMC who, in connection with the person's regular functions or
duties, makes, participates in or obtains information
regarding the Purchase or sale of Covered Securities by a Fund
advised by TAMC, or whose functions relate to the making of
any recommendations with respect to such Purchases or sales;
and
(i)(2) any natural person in a Control relationship to TAMC who
obtains information concerning recommendations made to a Fund
by TAMC with regard to the Purchase or sale of Covered
Securities by the Fund;
(b) Beneficial Owner shall have the meaning as that set forth in Rule
16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that
the determination of direct or indirect beneficial ownership shall apply to all
Covered Securities which an Access Person owns or acquires. A Beneficial Owner
of a security is any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest (the opportunity, directly or indirectly, to profit
or share in any profit derived from a transaction in the subject securities) in
a security.
Indirect pecuniary interest in a security includes securities held by a
person's immediate family sharing the same household. 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 (including adoptive relationships).
(c) Control means the power to exercise a controlling influence over the
management or policies of a company, unless this power is solely the result of
an official position with the company. Ownership of 25% or more of a company's
outstanding voting securities is presumed to give the holder thereof Control
over the company. This presumption may be rebutted based upon the facts and
circumstances of a given situation.
(d) Covered Security means any security except:
(i) direct obligations of the Government of the United States;
(ii) bankers' acceptances and bank certificates of deposits;
(iii) commercial paper and debt instruments with a maturity at
issuance of less than 366 days and that are rated in one of
the two highest rating categories by a nationally recognized
statistical rating organization;
(iv) repurchase agreements covering any of the foregoing; and
(v) shares of registered open-end investment companies.
(e) Investment Personnel means
(i) any employee of TAMC who, in connection with his or her
regular functions or duties, makes or participates in making
recommendations regarding the Purchase or sale of securities
by a Fund managed by TAMC; and
<PAGE>
(ii) any individual who Controls TAMC or a Fund for which TAMC is
an investment adviser and who obtains information concerning
recommendations made to the Fund regarding the Purchase or
sale of securities by the Fund.
(f) Purchase or sale includes, among other things, the writing of an option to
purchase or sell.
(g) Security held or to be acquired by the Fund means
(i) any Covered Security which, within the most recent 15 days (x) is
or has been held by the applicable Fund or (y) is being or has
been considered by the applicable Fund or its investment adviser
for Purchase by the applicable Fund; and
(ii) and any option to Purchase or sell, and any security convertible
into or exchangeable for, a Covered Security.
<PAGE>
TRILLIUM ASSET MANAGEMENT CORPORATION
CODE OF ETHICS
ATTACHMENT A
LIST OF ACCESS PERSONS
<TABLE>
<S> <C> <C> <C> <C> <C>
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TAMC AP IP As of Date Fund End Date
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</TABLE>
AP = Access Person; IP = Investment Personnel
<PAGE>
TRILLIUM ASSET MANAGEMENT CORPORATION
CODE OF ETHICS
ATTACHMENT B
Acknowledgment
I understand that I am subject to TAMC's Code of Ethics. I have read and
I understand the TAMC Code of Ethics, as adopted by TAMC on
______________ and will comply with it in all respects. In addition, I
certify that I have complied with the requirements of the Code of
Ethics and I have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the
requirements of the Code.
Signature Date
Printed Name
THIS FORM MUST BE COMPLETED AND RETURNED TO TAMC'S COMPLIANCE DEPARTMENT:
COMPLIANCE MANAGER
TRILLIUM ASSET MANAGEMENT CORPORATION
711 ATLANTIC AVENUE
BOSTON, MA 02111
<PAGE>
Trillium Asset Management Corporation
Code of Ethics
Attachment C
Pre-Clearance Form
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* As the context requires, references herein to the singular include the plural
and masculine pronouns include the feminine.
