Exhibit (p)(12)
FORM OF SHAKER MANAGEMENT, INC.
INVESTMENT ADVISER CODE OF ETHICS
CONCERNING PERSONAL SECURITIES TRANSACTIONS
1. PURPOSE:
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Rule 17j-1 under the Investment Company Act of 1940, as amended (the
"1940 Act") generally proscribes fraudulent or manipulative practices with
respect to purchases or sales of securities held or to be acquired by investment
companies, if effected by associated persons of such companies. Section 204A of
the Investment Advisers Act of 1940, as amended ("Advisers Act"), requires every
registered investment adviser to establish, maintain and enforce written
policies and procedures reasonably designed to prevent the misuse of material,
nonpublic information by such investment adviser or any person associated with
such investment adviser.
The purpose of this Code of Ethics is to provide regulations and
procedures consistent with the 1940 Act. Rule 17j-1 thereunder and Section 204A
of the Advisers Act. It is designed to give effect to the general prohibitions
set forth in Rule 17j-1(a). as follows:
(a) It shall be unlawful for any affiliated person of or
principal underwriter for a registered investment company, or
any affiliated person of an investment adviser of or
principal underwriter for a registered investment company, in
connection with the purchase or sale, directly or indirectly,
by such person of a security held or to be acquired, as
defined in this section, by such registered investment
company --
(1) To employ any device, scheme or artifice to defraud such
registered investment company,
(2) To make to such registered investment company any untrue
statement of a material fact or omit to state to such
registered investment company a material fact necessary in
order to make the statements made, in fight of the
circumstances under which they are made, not misleading,
(3) To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any such
registered investment company, or
(4) To engage in any manipulative practice with respect to such
registered investment company.
In addition, this Code of Ethics sets forth procedures to deter the misuse of
material, nonpublic information, in Appendix I hereto.
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2. DEFINITIONS:
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(a) "Account" means any Fund or other investment advisory client.
(b) "Adviser" means Shaker Management, Inc.
(c) "Fund" means any registered investment company for which the
Adviser serves as investment adviser.
(d) "Access person" means any director, officer or advisory person of
the Adviser.
(e) "Advisory person" means (i) any employee of the Adviser or of any
company in a control relationship to the Adviser who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or
sale of a security by an Account, 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 Adviser who obtains information concerning recommendations
made to an Account with regard to the purchase or sale of a
security.
(f) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such
a recommendation.
(g) "Beneficial ownership" shall be interpreted with reference to the
definition contained in the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and
the rules and regulations thereunder, as such provisions may be
interpreted by the Securities and Exchange Commission ("SEC"),
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an access person
has or acquires.
(h) "Control" shall have the meaning set forth in Section 2(a)(9) of
the 1940 Act.
(i) "Purchase or sale of a security" includes the writing of an
option to purchase or sell a security.
(j) "Security" shall have the meaning set forth in Section 2(a)(36)
of the 1940 Act, except that it shall not include shares of
unaffiliated registered open-end investment companies, securities
issued or guaranteed as to principal and interest by the
Government of the United States, short term debt 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 designated by the Board of Directors of the
Adviser.
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3. STATEMENT OF GENERAL PRINCIPLE:
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In addition to the specific prohibitions set forth below, all access
persons shall conduct their personal investment activities in a manner
consistent with the following general fiduciary principles:
(a) the duty at all times to place the interests of the Accounts
first, including the interests of shareholders of a Fund;
(b) the requirement that all personal securities transactions be
conducted in such a manner as to avoid any actual or potential
conflict of interest or any abuse of an individual's position of
trust and responsibility; and
(c) the fundamental standard that access persons should not take
inappropriate advantage of their positions.
The Adviser encourages access persons to refrain from excessive
short-term trading i.e., purchases and sales of the same or equivalent
securities within a 60 day period) for accounts in which they have a beneficial
interest, as this activity could be viewed as a conflict with the foregoing
principles. The Adviser reserves the right to impose a ban on the short-term
trading activities of any access person if the Adviser determines that such
activities are being conducted in a manner that may be perceived to be
detrimental to the Accounts.
4. PROHIBITED ACTIVITIES
(a) No access person shall purchase or sell, directly or indirectly,
any security in which he or she has, or by reason of such
transaction acquires or disposes of, any direct or indirect
beneficial ownership 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 an Account, or
(ii) is being purchased or sold by an Account.
(b) No access person shall reveal to any other person (except in the
normal course of his or her duties on behalf of the Adviser) any
information regarding securities transactions by the Accounts or
consideration by the Accounts or the Adviser of any such
securities transaction.
(c) No access person shall recommend any securities transaction by
the Accounts, including the purchase or sale of such security,
the addition to, deletion from or change in weighting of any such
security in any of the Adviser's model portfolios, without having
disclosed his or her interest, if any, in such securities or the
issuer thereof, including without limitation, (i) his or her
direct or indirect beneficial ownership of any securities of such
issuer, (ii) any contemplated transaction by such person in such
securities, (iii) any position with such issuer
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or its affiliates, and (iv) any present or proposed business
relationship between such issuer or its affiliates, on the one
hand. and such person or any party in which such person has a
significant interest, on the other; provided, however, that in
the event the interest of such access person in such securities
or issuer is not material to his or her personal net worth or any
contemplated transaction by such person in such securities cannot
reasonably be expected to have a material adverse effect on any
such transaction by the Account or on the market for the
securities generally, such access person shall not be required to
disclose his or her interest in the securities or issuer thereof
in connection with any such recommendation.
(d) No access person shall acquire any securities in an initial
public offering.
(e) No access person shall acquire any securities in a private
placement without the prior written approval of the Adviser's
President or Executive Vice President. The prior approval should
take into account, among other factors, whether the investment
opportunity should be reserved for one or more Accounts, and
whether the opportunity is being offered to an individual by
virtue of his or her position with the Adviser. Any authorized
investment in a private placement must be disclosed by such
access person when he or she plays any part in an Account's
subsequent consideration of an investment in securities of the
issuer, and any decision by the Account to purchase securities of
the issuer will be subject to an independent review by personnel
of the Adviser with no personal interest in the issuer.
(f) No access person shall serve on the board of directors of any
publicly traded company absent prior authorization by the
Adviser's President or Executive Vice President based upon a
determination that the board service would be consistent with the
interests of one or more Accounts. Where board service is
authorized, access persons serving as directors shall be isolated
from those making investment decisions with respect to the
securities of the issuer through "Chinese Wall" or other
procedures specified by the President or Executive Vice President
absent a determination by the President or Executive Vice
President to the contrary for good cause shown.
5. EXEMPTED TRANSACTIONS
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The prohibitions of Section 4 of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the access
person has no direct or indirect influence or control.
(b) Purchases or sales of securities which are not eligible for
purchase or sale by the Accounts.
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(c) Purchases or sales which are non-volitional on the part of either
the access person or the Accounts.
(d) Purchases which are part of an automatic dividend reinvestment
plan.
(e) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired.
(f) Sales which are effected pursuant to a tender offer or similar
transaction involving an offer to acquire all or a significant
portion of a class of securities.
6. BLACKOUT PERIOD
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No access person may purchase or sell any security or related security
for his or her own account, or an account in which such access person has any
direct or indirect beneficial ownership interest, until all client orders have
been completed if such access person knows such security or a related security
is being considered for purchase or sale by an Account or for addition to,
deletion from or change in weighting in any of the Adviser's model portfolios.
or which such access person knows has been considered for such action within the
preceding seven days. The prohibitions set forth in this Section 6 shall not
apply to personal purchases or sales if the purchase or sale of the same
security or any related security by the Accounts or any Account would be very
unlikely to affect a highly institutional market. and because the personal trade
clearly is not related economically to the securities to be purchased, sold or
held by the Accounts Such transactions are defined as transactions in stocks
with an average monthly trading volume of $ 100 million or more. shares of
mutual funds, government securities and money market instruments.
7. PRECLEARANCE, REPORTING AND OTHER COMPLIANCE PROCEDURES
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(a) The equity investment accounts of all access persons will be
managed by the Adviser. No access person may purchase or sell
securities for an account in which he or she has any direct or
indirect beneficial ownership interest other than through the
Adviser's trading desk, unless express written permission is
granted by the Adviser's President or Executive Vice President.
If such permission is granted, the broker shall be directed by
the access person to supply to the Adviser's President or
Executive Vice President. on a timely basis, duplicate copies of
confirmations of all personal securities transactions and copies
of periodic statements for all securities accounts. Each access
person shall also disclose to the Adviser's President or
Executive Vice President all personal securities holdings upon
the commencement of his or her employment by the Adviser.
(b) Before any access person purchases or sells any security for any
account in which he or she has any direct or indirect beneficial
ownership interest, other than through the Adviser's trading
desk, prior written approval of the transaction
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shall be obtained from the Adviser's President or Executive Vice
President. If clearance is given for a purchase or sale and the
transaction is not consummated within 24 hours thereafter, a new
preclearance request must be made. Notwithstanding the foregoing,
access persons need not obtain such prior written approval for
transactions in stocks with an average monthly trading volume of
$100 million or more, shares of mutual funds, government
securities and money market instruments. The President or
Executive Vice President shall review, not less frequently than
weekly, reports from the trading desk (or, if applicable,
confirmations from brokers) to assure that all transactions
effected by access persons for accounts in which they have any
direct or indirect beneficial ownership interest were effected
only after receiving clearance as provided hereunder.
(c) For transactions other than through the Adviser's trading desk,
every access person shall report to the Adviser's President or
Executive Vice President the information described in Section
7(d) of this Code with respect to transactions in any security in
which such access person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership in the
security; provided, however, that an access person shall not be
required to make a report with respect to transactions effected
for any account over which such person does not have any direct
or indirect influence.
(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. and shall contain the following
information:
(i) The date of the transaction, the title and the number of
shares or the par value of each security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(iii) The price at which the transaction was effected; and
(iv) The name of the broker-dealer or bank with or through whom
the transaction was effected.
(e) Any such report may contain a statement that the report shall not
be construed as an admission by the person making such report
that he or she has any direct or indirect beneficial ownership in
the security to which the report relates.
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8. SANCTIONS
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Upon discovering a violation of this Code, the Board of Directors of
the Adviser may impose such sanctions, as it deems appropriate, including, but
not limited to, a letter of censure or suspension or termination of the
employment of the violator. All material violations of this Code and any
sanctions imposed with respect thereto shall be reported periodically to the
Board of Directors of the Fund.
9. INSIDER TRADING
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The Board of Directors of the Adviser has adopted a policy statement on
insider trading and conflicts of interest (the "Policy Statement"), a copy of
which is attached hereto as Appendix I. All access persons are required by this
Code to read and familiarize themselves with their responsibilities under the
Policy Statement. All access persons shall certify annually that they have read
and understand this Code and the Policy Statement, and that they have complied
with the requirements thereof, and the Adviser's President or Executive Vice
President shall maintain a copy of each executed Acknowledgment.
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APPENDIX I
POLICY STATEMENT ON INSIDER TRADING
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A. INTRODUCTION
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Shaker Management, Inc. (the "Adviser") seeks to foster a reputation
for integrity and professionalism. That reputation is a vital business asset.
The confidence and trust placed in us by our clients is something we should
value and endeavor to protect. To further that goal, this Policy Statement
implements procedures to deter the misuse of material, nonpublic information in
securities transactions.
Trading securities while in possession of material, nonpublic
information or improperly communicating that information to others may expose
you to stringent penalties. Criminal sanctions may include a fine of up to
$1.000.000 and/or ten years imprisonment. The Securities and Exchange Commission
("SEC") can recover the profits gained or losses avoided through the violative
trading, a penalty of up to three times the illicit windfall and an order
permanently barring you from the securities industry. Finally, you may be sued
by investors seeking to recover damages for insider trading violations.
Regardless of whether a government inquiry occurs, the Adviser views
seriously any violation of this Policy Statement. Such violations constitute
grounds for disciplinary sanctions, including dismissal.
B. SCOPE OF THE POLICY STATEMENT
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This Policy Statement is drafted broadly; it will be applied and
interpreted in a similar manner. This Policy Statement applies to securities
trading and information handling by directors, officers, and employees of the
Adviser (including spouses, minor children, and adult members of their
households).
The law of insider trading is unsettled; an individual legitimately may
be uncertain about the application of the Policy Statement in a particular
circumstance. Often, a single question can forestall disciplinary action or
complex legal problems. You should direct any questions relating to the Policy
Statement to the Adviser's President or Executive Vice President. You also must
notify the President or Executive Vice President immediately if you have any
reason to believe that a violation of the Policy Statement has occurred or is
about to occur.
C. POLICY STATEMENT
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No person to whom this Policy Statement applies, including you, may
trade, either personally or on behalf of others. while in possession of
material, nonpublic information; no such personnel may communicate material,
nonpublic information to others in violation of the law. This section reviews
principles important to the Policy Statement.
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1. WHAT IS MATERIAL INFORMATION?
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Information is "material" when there is a substantial likelihood that a
reasonable investor would consider it important in making his or her investment
decisions. Generally, this is information whose disclosure will have a
substantial effect on the price of a company's securities. No simple "bright
line" test exists to determine when information is material; assessments of
materiality involve a highly fact-specific inquiry. For this reason, you should
direct any questions about whether information is material to the Adviser's
President or Executive Vice President.
Material information often relates to a company's results and operations
including, for example, dividend changes, earning results, changes in previously
released earnings estimates, significant merger or acquisition proposals or
agreements, major litigation, liquidation problems, and extraordinary management
developments.
Material information also may relate to the market for a company's
securities. Information about a significant order to purchase or sell securities
may, in some contexts, be deemed material. Similarly, prepublication information
regarding reports in the financial press also may be deemed material. For
example, the U.S. Supreme Court upheld the criminal convictions of insider
trading defendants who capitalized on prepublication information about the WALL
STREET JOURNAL'S "Heard on the Street" column.
2. WHAT IS NONPUBLIC INFORMATION?
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Information is "public" when it has been disseminated broadly to investors
in the marketplace. Tangible evidence of such dissemination is the best
indication that the information is public. For example. information is public
after it has become available to the general public through a public filing with
the SEC or some other government agency, the Dow Jones "tape" or the WALL STREET
JOURNAL or some other publication of general circulation, and after sufficient
time has passed so that the information has been disseminated widely.
3. IDENTIFYING INSIDE INFORMATION
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Before executing any trade for yourself or others, including Accounts, you
must determine whether you have access to material, nonpublic information. If
you think that you might have access to material, nonpublic information, you
should take the following steps:
(i) Report the information and proposed trade immediately to the
Adviser's President or Executive Vice President.
(ii) Do not purchase or sell the securities on behalf of yourself or
others, including the Accounts.
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(iii)Do not communicate the information inside or outside the Adviser,
other than to the President or Executive Vice President, and your
supervisor if necessary.
(iv) After the President or Executive Vice President has reviewed the
issue, the firm will determine whether the information is
material and nonpublic and, if so, what action the firm should
take.
You should consult with the President or Executive Vice President before
taking any action. This degree of caution will protect you, your clients and the
firm.
4. CONTACT WITH PUBLIC COMPANIES
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The Adviser's contacts with public companies represent an important part of
our research efforts. The Adviser may make investment decisions on the basis of
the firm's conclusions formed through such contacts and analysis of
publicly-available information. Difficult legal issues arise, however, when, in
the course of these contacts, an employee or other person subject to this Policy
Statement becomes aware of material, nonpublic information. This could happen.
for example, if a company's Chief Financial Officer prematurely disclosed
quarterly results to an analyst, or an investor relations representative makes a
selective disclosure of adverse news to a handful of investors. In such
situations, the Adviser must make a judgment as to its further conduct. To
protect yourself, your clients and the firm, you should contact the Adviser's
President or Executive Vice President immediately if you believe that you may
have received material; nonpublic information.
5. TENDER OFFERS
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Tender offers represent a particular concern in the law of insider trading
for two reasons. First, tender offer activity often produces extraordinary
gyrations in the price of the target company's securities. Trading during this
time period is more likely to attract regulatory attention (and produces a
disproportionate percentage of insider trading cases). Second, the SEC has
adopted a rule which expressly forbids trading and "tipping" while in possession
of material, nonpublic information regarding a tender offer received from the
tender offer or, the target company or anyone acting on behalf of either. The
Adviser's employees and others subject to this Policy Statement should exercise
particular caution any time they become aware of nonpublic information relating
to a tender offer.
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Acknowledgment
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I have read and understand the Investment Adviser Code of Ethics Concerning
Personal Securities Transactions (the "Code") and the accompanying Policy
Statement on Insider Trading (the "Policy"). I certify that I have, to date,
complied and will continue to comply with the Code and Policy. I understand that
any violation of the Code or Policy may lead to sanctions, including dismissal.
Signature Date
Name
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