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Exhibit (p)1.11
Driehaus Capital Management, Inc.
Driehaus Securities Corporation
Driehaus Mutual Funds
CODE OF ETHICS
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Statement of General Policy
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Driehaus Capital Management, Inc. and Driehaus Securities Corporation
(collectively, the "Firm") seek to foster a reputation for integrity and
professionalism. That reputation is a vital business asset. The confidence and
trust placed in us by investors in the Driehaus Mutual Funds is something that
is highly valued and must be protected. As a result, any activity that creates
even the suspicion of misuse of material non-public information by the Firm or
any of its Employees, which gives rise to or appears to give rise to any breach
of fiduciary duty owed to the Fund, or which creates any actual or potential
conflict of interest between the Fund and the Firm or any of its Employees or
even the appearance of any conflict of interest must be avoided and is
prohibited. At the same time, the Firm believes that individual investment
activities by its officers and Employees should not be unduly prohibited or
discouraged.
Rule 17j-1 under the Investment Company Act of 1940 requires that the Fund,
the Adviser and principal underwriter adopt a code of ethics containing
provisions reasonably necessary to prevent access persons (as defined therein)
from engaging in any act, practice or course of business prohibited by paragraph
(b) of such Rule. Accordingly, this Code of Ethics (the "Code") has been
adopted to ensure that those who have knowledge of the Fund's transactions will
not be able to act thereon to the disadvantage of the Fund. The Code does not
purport comprehensively to cover all types of conduct or transactions which may
be prohibited or regulated by the laws and regulations applicable to the Fund,
the Firm and persons connected with them.
1. DEFINITIONS OF TERMS USED
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(a) "Access Persons" means (i) any director, trustee or officer of the
Fund or the Adviser; (ii) any director or officer of DSC who, in the
ordinary course of business, makes, participates in or obtains
information regarding, the purchase or sale of Covered Securities by
the Fund, or whose functions or duties in the ordinary course of
business relate to the making of any recommendation to the Fund
regarding the purchase or sale of Covered Securities; (iii) any
employee of the Fund or the Firm who, in connection with his regular
functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of Covered Securities by the Fund, or
whose functions relate to the making of any recommendations with
respect to the purchases or sales; and (iv) any natural person in a
control relationship to the Fund or the Adviser who obtains
information concerning recommendations made to the Fund with regard to
the purchase or sale of Covered Securities by the Fund.
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(b) "Adviser" means Driehaus Capital Management, Inc.
(c) "Advisory Board Member" means any individual serving as a member of an
Advisory Board appointed by the Board of Trustees of the Fund.
(d) "Beneficial interest" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 and rules
thereunder, which includes any interest in which a person, directly or
indirectly, has or shares a direct or indirect pecuniary interest. A
pecuniary interest is the opportunity, directly or indirectly, to
profit or share in any profit derived from any transaction. Each Firm
Employee will be assumed to have a pecuniary interest, and therefore,
beneficial interest or ownership, in all securities held by the
Employee, the Employee's spouse, all minor children, all dependent
adult children and adults sharing the same household with the Employee
(other than mere roommates) and in all accounts subject to their
direct or indirect influence or control and/or through which they
obtain the substantial equivalent of ownership, such as trusts in
which they are a trustee or beneficiary, partnerships in which they
are the general partner, except where the amount invested by the
general partner is limited to an amount reasonably necessary in order
to maintain the status as a general partner, corporations in which
they are a controlling shareholder, except any investment company,
mutual fund trust or similar entity registered under applicable U.S.
or foreign law, or any other similar arrangement. Any questions an
Employee may have about whether an interest in a security or an
account constitutes beneficial interest or ownership should be
directed to the Firm's General Counsel.
(e) "Beta Testing Accounts" are accounts that are operated to test new
investment strategies and styles and are funded by the Adviser and/or
Employees.
(f) "Bunched" means orders that are aggregated together and placed and
executed as one order. Multiple brokers, ECNs and executions may be
necessary to complete the order.
(g) "Considering for purchase or sale" shall mean when the portfolio
manager communicates that he/she is seriously considering making such
a transaction or when a recommendation to the portfolio manager to
purchase or sell has been made or communicated by an analyst at the
Adviser and, with respect to the analyst making the recommendation,
when such analyst seriously considers making such a recommendation.
(h) "Covered Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act of 1940, including any right to
acquire such security, such as puts, calls, other options or rights in
such securities, and securities-based futures contracts, except that
it shall not include securities which are direct obligations of the
Government of the United States, shares issued by registered
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open-end investment companies, bankers' acceptances, bank certificates
of deposit or commercial paper and high quality short-term debt
instruments, including repurchase agreements.
(i) "Disinterested Trustee" means any trustee of the Fund who is not an
interested person of the Adviser or DSC, is not an officer of the Fund
and is not otherwise an "interested person" of the Fund as defined in
the Investment Company Act of 1940.
(j) "DSC" means Driehaus Securities Corporation, the principal underwriter
of the Fund.
(k) "Employee" means any person employed by the Firm, whether on a full or
part-time basis, and all officers, shareholders and directors of the
Firm.
(l) The "Ethics Committee" shall consist of the General Counsel of the
Firm and two other members appointed by the General Counsel.
(m) "Fund" means the Driehaus Mutual Funds.
(n) "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 required to file reports under
Sections 13 or 15(d) of the Securities Exchange Act.
(o) "Investment Personnel" means any employees of the Fund or the Adviser
(or any company in a control relationship to the Fund or the Adviser)
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 the Fund. Investment Personnel also includes
any natural person who controls the Fund or Adviser and who obtains
information concerning recommendations made to the Fund regarding the
purchase or sale of securities by the Fund.
(p) "Limited Offering" includes private placements and means an offering
that is exempt from registration under Section 4(2) or Section 4(6)
under the Securities Act of 1933 or pursuant to Rule 504, Rule 505, or
Rule 506 under the Securities Act.
(q) "Person" means any officer, trustee, director, member of an advisory
board or employee of the Fund, or officer, director or employee of the
Firm.
(r) "Personal benefit" includes any intended benefit for oneself or any
other individual, company, group or organization of any kind
whatsoever except a
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benefit for the Fund or any other company that adopts this Code of
Ethics, as appropriate.
2. TRANSACTIONS WITH THE CLIENTS
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No Person shall sell to, or purchase from, the Fund any security or other
property (except merchandise in the ordinary course of business), in which such
Person has or would acquire a beneficial interest, unless such purchase or sale
involves shares of the Fund.
3. DISCLOSURE OF INFORMATION
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(a) No Person shall discuss with or otherwise inform others of any actual
or contemplated security transaction by the Fund except in the
performance of employment duties or in an official capacity and then
only for the benefit of the Fund, and in no event for personal benefit
or for the benefit of others.
(b) No Person shall release information to dealers or brokers or others
(except to those concerned with the execution and settlement of the
transaction) as to any changes in Fund investments, proposed or in
process, except (i) upon the completion of such changes, or (ii) when
the disclosure results from the publication of a prospectus, or (iii)
in conjunction with a regular report to shareholders or to any
governmental authority resulting in such information becoming public
knowledge, or (iv) in connection with any report to which shareholders
are entitled by reason of provisions of the declaration of trust, by-
laws, rules and regulations, contracts or similar documents governing
the operations of the Fund.
4. PREFERENTIAL TREATMENT, GIFTS AND ENTERTAINMENT
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No Person shall seek or accept favors, preferential treatment, or any other
personal benefit because of his or her association with the Fund, except those
usual and normal benefits directly provided by the Fund.
No Person shall accept any entertainment, gift or other personal benefit
that may create or appears to create a conflict between the interests of such
Person and the Fund. In addition, investment personnel are prohibited from
receiving any gift or other thing of more than de minimis value from any person
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or entity that does business with or on behalf of the Fund. For purposes of
this Code, de minimis is defined as reasonable and customary business
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entertainment, such as an occasional dinner, a ticket to a sporting event or the
theater, or comparable entertainment which is neither so frequent nor so
extensive as to raise any question of propriety. Any questions regarding the
receipt of any gift or other personal benefit should be directed to the General
Counsel of the Firm.
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5. CONFLICTS OF INTEREST
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If any Person is aware of a personal interest that is, or might be, in
conflict with the interest of the Fund, that Person should disclose the
situation or transaction and the nature of the conflict to the Ethics Committee
for appropriate consideration.
6. SERVICE AS A DIRECTOR
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Investment personnel are prohibited from serving on the boards of directors
of for-profit corporations, business trusts or similar business entities,
whether or not their securities are publicly traded, absent prior authorization
by the Ethics Committee based upon a determination that the board service would
be consistent with the interests of the Fund and that adequate procedures exist
to ensure isolation from those making investment decisions.
7. INSIDE INFORMATION
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Securities laws and regulations prohibit the misuse of "inside" or
"material non-public" information when trading or recommending securities.
Inside information obtained by any Person from any source must be kept
strictly confidential. All inside information should be kept secure, and access
to files and computer files containing such information should be restricted.
Persons shall not act upon or disclose material non-public or insider
information except as may be necessary for legitimate business purposes on
behalf of the Fund or the Firm as appropriate. Questions and requests for
assistance regarding insider information should be promptly directed to the
General Counsel of the Firm.
Inside information may include, but is not limited to, knowledge of pending
orders or research recommendations, corporate finance activity, mergers or
acquisitions, and other material non-public information that could affect the
price of a security.
Fund and shareholder account information is also confidential and must not
be discussed with any individual whose responsibilities do not require knowledge
of such information.
8. RESTRICTIONS ON PERSONAL SECURITY TRANSACTIONS
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No Person shall knowingly take advantage of a corporate opportunity of the
Fund for personal benefit, or take action inconsistent with such Person's
obligations to the Fund. All personal securities transactions must be
consistent with this Code of Ethics and must avoid any actual or potential
conflict of interest or any abuse of any Person's position of trust and
responsibility. The following rules variously apply to all accounts in which a
Person has a beneficial interest:
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(a) All Employees:
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(1) Any transaction in a Covered Security in anticipation of a Fund's
transaction ("frontrunning") is prohibited.
(2) No Employee shall purchase or sell any Covered Security which
such Employee knows or has reason to believe that the Firm,
either is purchasing or selling, or is considering for purchase
or sale, for a Fund until either a Fund's transactions have been
completed or consideration of such transaction is abandoned,
except that Employees may purchase or sell on the same day as a
Fund provided that, (i) the Employee's order is Bunched with the
Fund's order, (ii) the Fund is able to fully complete its order;
and (iii) the Employee receives the average price for the
transactions in that security for that day.
(b) Investment Personnel: In addition to (a) above, no Investment
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Personnel shall directly or indirectly acquire a beneficial ownership
in Limited Offering securities or securities in an Initial Public
Offering without the prior consent of the Ethics Committee.
Consideration will be given to whether or not the opportunity should
be reserved for the Fund. The Ethics Committee will review these
proposed investments on a case-by-case basis except for those
circumstances in which advance general approval may be appropriate
because it is clear that conflicts are very unlikely to arise due to
the nature of the opportunity for investing in the Initial Public
Offering or Limited Offering.
(c) Portfolio Managers: In addition to (a) and (b) above, no Fund
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portfolio manager may buy or sell a Covered Security within seven days
before or after the Fund portfolio that he or she manages trades in
the Covered Security, except as permitted in subsection (a)(2) above.
(d) Disinterested Trustees: No Disinterested Trustee shall purchase or
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sell, directly or indirectly, any Covered Security in which he or she
has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership or interest when the Disinterested Trustee knows
or has reason to believe that securities of the same class are being
purchased or sold or are being considered for purchase or sale by the
Fund, until such time as the Fund's transactions have been completed
or consideration of such transaction is abandoned.
(e) Related Instruments: When anything in this paragraph 8 prohibits the
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purchase or sale of a security, it also prohibits the purchase or sale
of any related securities, such as puts, calls, other options or
rights in such securities and securities-based futures contracts and
any securities convertible into or exchangeable for such security.
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(f) Beta Testing Accounts: Beta Testing Accounts in which Fund portfolio
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managers (in the aggregate) have a 5% or greater beneficial interest
or which are managed by a Fund portfolio manager shall be treated for
purposes of this Code as being subject to the restrictions applicable
to Fund portfolio managers in subsection (c) above. Beta Testing
Accounts in which Employees have a beneficial interest, but in which
Fund portfolio managers (in the aggregate) have less than a 5%
beneficial interest and are not managed by a Fund portfolio manager,
shall be treated for purposes of this Code as being subject to the
restrictions applicable to Employees in subsection (a) above. Limited
Offering securities and Initial Public Offering securities may not be
purchased for Beta Testing Accounts without the prior consent of the
Ethics Committee.
(g) Profit Sharing Plans: Profit sharing and other qualified plans for
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Employees shall be treated for purposes of this Code as being subject
to the restrictions applicable to Employees in subsection (a) above,
provided that Fund portfolio managers (in the aggregate) have less
than a 5% beneficial interest in the plan and the plan is not managed
by a Fund portfolio manager. Limited Offering securities and Initial
Public Offering securities may not be purchased for profit sharing
plans and other savings plans without the prior consent of the Ethics
Committee.
(h) Driehaus Associates Fund, L.P.: The Driehaus Associates Fund, L.P.
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("Associates Fund"), an Illinois investment partnership, shall be
treated for purposes of this Code as being subject to the restrictions
applicable to Employees in subsection (a) above, provided that Fund
portfolio managers (in the aggregate) have less than a 5% beneficial
interest in the fund and the fund is not managed by a Fund portfolio
manager. Limited Offering securities and Initial Public Offering
securities may not be purchased for the Associates Fund without the
prior consent of the Ethics Committee.
(i) Advisory Board Members: No Advisory Board Member shall purchase or
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sell, directly or indirectly, any Covered Security in which he or she
has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership or interest when the Advisory Board Member knows
or has reason to believe that securities of the same class are being
purchased or sold or are being considered for purchase or sale by the
Fund, until such time as the Fund's transactions have been completed
or consideration of such transaction is abandoned.
(j) Disgorgement: Any Employee who trades in violation of this paragraph
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8 must unwind the trade or disgorge the profits.
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(k) Exceptions:
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(1) Under unusual circumstances, such as a personal financial
emergency, employee stock ownership plans, stock option plans,
certain personal trusts or where it is determined that the
purchase or sale is not inconsistent with this Code of Ethics or
the provisions of Rule 17j-1, application for an exception may be
made in advance to the Ethics Committee, which application may be
granted or denied. To request Ethics Committee consideration of
an exception, submit a written request containing details on your
circumstances, reasons for the exception and exception requested.
(2) Except as otherwise noted herein, this paragraph 8 shall not
apply to transactions involving U.S. Government securities,
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, non-volitional purchases and sales, such as
dividend reinvestment programs or "calls" or redemptions of
securities.
(3) This paragraph 8 shall not apply to transactions in an account in
which an Employee has a beneficial interest that are the result
of periodic automatic rebalancing of that account in order to
bring the account into conformance with a model portfolio.
9. REPORTING PROCEDURES
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Each applicable Person must follow these procedures for all securities or
accounts in which he or she has a beneficial interest:
(a) Reports - All Access Persons:
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(1) Broker confirms and statements: Each Access Person must provide
to the Firm's General Counsel the names of all securities or
commodities brokerage accounts in which that Access Person has a
beneficial interest in Covered Securities. Before opening any
brokerage account, each Access Person shall submit a completed
Securities and Commodities Brokerage Account Report to the
General Counsel of the Firm and must receive a letter approving
the opening of the account. This letter must be provided to the
brokerage firm. Each Access Person shall cause to be provided on
a timely basis duplicate confirmations of all trades in Covered
Securities referred to in this paragraph 9(a)(1) and copies of
periodic statements for all securities accounts in which that
Access Person has a beneficial interest in Covered Securities.
Such Securities and Commodities Brokerage
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Account Reports, duplicate confirmations and periodic statements
shall be directed to the General Counsel of the Firm.
To the extent that a security transaction in which an Access
Person has any beneficial interest or ownership is not reported
on brokerage confirms and statements, such transaction must be
reported to the Firm's General Counsel as part of the quarterly
transactions report set forth in paragraph 9(a)(2).
(2) Each Access Person shall provide a holdings report within 10 days
after becoming an Access Person -- an "Initial Holdings Report"
and annually thereafter -- an "Annual Holdings Report."/1/ The
Annual Holdings Report shall be current within 30 days of the
date of the report. Each Access Person shall also provide a
quarterly transactions report within ten days after the close of
a quarter for each transaction during the quarter in a Covered
Security in which the Access Person had any beneficial ownership
and for each account the Access Person established which held any
securities during the quarter for the benefit of the Access
Person.
All such reports shall be in writing and submitted to the Firm's
General Counsel. Each report shall state the title, number of
shares and principal amount of each Covered Security in which the
Access Person had any beneficial ownership, the broker/dealer or
bank maintaining an account for the Access Person in which any
securities were held for the benefit of the Access Person, and
the date that the report is submitted by the Access Person. In
addition to these reporting requirements, the quarterly
transaction report must also state the date of the transaction,
the interest rate and maturity date of the Covered Security (if
applicable), the nature of the transaction (i.e., purchase, sale
or other), the purchase or sale price, and the date the account
was established.
(b) Exceptions to Reporting:
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(1) Access Persons need not file a quarterly transaction report if
the information would duplicate information that the General
Counsel received in a broker's confirmation or account statement.
(2) A Disinterested Trustee of the Fund who would be required to make
a report solely by being a Trustee, is not required to make a
report unless Section (c) (1) of paragraph 9 applies.
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/1/For Persons who are Access Persons at the time of the initial adoption of
this Code, they shall provide their Initial Holdings Report reflecting holdings
as of December 31, 2000 no later than January 30, 2001.
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(c) Reports - Disinterested Trustees:
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(1) A Disinterested Trustee shall provide a quarterly report to the
Ethics Committee of any purchase or sale of any Covered Security
in which such person has, or by virtue of such transaction
acquires, any beneficial interest if at the time of the
transaction the Disinterested Trustee knew, or in the ordinary
course of fulfilling his or her official duties as a trustee of
the Fund should have known that, on the date of the transaction
or within 15 days before or after the transaction purchase or
sale of that class of security was made or considered for the
Fund. The form of the report shall conform to the provisions of
subsection (a)(2) above.
(2) This subsection (c) shall not apply to (i) non-volitional
purchases and sales, such as dividend reinvestment programs or
"calls" or redemptions or (ii) transactions in an account in
which the Disinterested Trustee has no control or interest.
(d) Reports - Advisory Board Members:
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(1) An Advisory Board Member shall report to the Ethics Committee any
purchase or sale of any security in which such person has, or by
virtue of such transaction acquires, any beneficial interest if
at the time of the transaction the Advisory Board Member knew, or
in the ordinary course of fulfilling his or her official duties
as a trustee of the Fund should have known that, on the date of
the transaction or within 15 days before or after the transaction
purchase or sale of that class of security was made or considered
for the Fund. The form of the report shall conform to the
provisions of subsection (a)(2) above.
(2) This subsection (d) shall not apply to (i) non-volitional
purchases and sales, such as dividend reinvestment programs or
"calls" or redemptions or (ii) transactions in an account in
which the Advisory Board Member has no control or interest.
(e) Review of Reports:
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The General Counsel of the Firm or a designee of the General Counsel
will review reports submitted by Access Persons. The General Counsel
will maintain the names of the persons responsible for reviewing these
reports. No person shall be permitted to review his own reports.
Such reports shall be reviewed by a member of the Ethics Committee (or
such person's designee).
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(f) Any report required to be filed shall not be construed as an admission
by the person making such report that he/she has any direct or
indirect Beneficial Ownership in the security to which the report
relates.
10. ETHICS COMMITTEE
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The Ethics Committee will take whatever action it deems necessary with
respect to any officer or employee of the Firm or the Fund who violates any
provision of this Code of Ethics, and will inform the Board of any investment
company with respect to which such a violation occurs as to the nature of such
violation and the action taken by the Committee. Any information received by the
Ethics Committee relating to questionable practices or transactions by a
Disinterested Trustee or an Advisory Board Member of the Fund, shall immediately
be forwarded to the Audit Committee of the Fund for that Committee's
consideration and such action as it, in its sole judgment, shall deem warranted.
At least once a year, the Fund, the Adviser and DSC must provide a written
report to the Board of Trustees that describes any issues arising under the Code
or procedures since the last report to the Board of Trustees, including, but not
limited to, information about material violations of the Code or procedures and
sanctions imposed in response to the material violations. The report will also
certify to the Board that the Fund, Adviser and DSC each have adopted procedures
reasonably necessary to prevent Access Persons from violating the Code. The
Report should also include significant conflicts of interest that arose
involving the Fund and Adviser's personal investment policies, even if the
conflicts have not resulted in a violation of the Code. For example, the Fund
will report to the Board if a portfolio manager is a director of a company whose
securities are held by the Fund.
11. RESEARCH REPORTS
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The fact that a security has been the subject of a formal or informal
research report shall not, in and of itself, indicate that the security is under
consideration for purchase or sale. No Person shall be considered as knowing,
nor be said to be in a position of knowing, that a security was under
consideration for purchase or sale or that such security had been purchased or
sold solely on the basis of receipt of a research report thereon.
12. CODE REVISIONS
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Any material changes to the Code of the Firm will be approved by the
Trustees within six months of such change.
13. RECORDKEEPING REQUIREMENTS
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The Firm shall maintain records, at its principal place of business, of the
following: a copy of each Code of Ethics in effect during the past five years;
a record of any violation of the Code and any action taken as a result of the
violation for at least five years after the end of the fiscal year in which the
violation occurs; a copy of each report made by Access Persons as required in
this Code, including any information provided in place of the reports during the
past
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five years after the end of the fiscal year in which the report is made or the
information is provided; a copy of each trustee report made during the past five
years; a record of all persons required to make reports currently and during the
past five years; a record of all who are or were responsible for reviewing these
reports during the past five years; and, for at least five years after approval,
a record of any decision and the reasons supporting that decision, to approve an
investment personnel's purchase of an Initial Public Offering or a Limited
Offering.
14. CONDITION OF EMPLOYMENT OR SERVICE
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All Persons shall conduct themselves at all times in the best interests of
the Fund. Compliance with the Code of Ethics shall be a condition of employment
or continued affiliation with the Fund or the Firm and conduct not in accordance
shall constitute grounds for actions which may include, but are not limited to,
a reprimand, a restriction on activities, disgorgement, termination of
employment or removal from office. All Persons shall certify annually to the
Ethics Committee that they have read and agree to comply in all respects with
this Code of Ethics and that they have disclosed or reported all personal
securities transactions, holdings and accounts required to be disclosed or
reported by this Code of Ethics.
February 28, 2000
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I acknowledge that I have read the Driehaus Code of Ethics (a copy of which
has been supplied to me, which I will retain for future reference) and agree to
comply in all respects with the terms and provisions thereof. I have disclosed
or reported all personal securities transactions, holdings and accounts required
to be disclosed or reported by this Code of Ethics and have complied with all
provisions of this Code.
________
Print Name
___________________________ ________
Date Signature
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