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Exhibit (p)1.9
CODE OF ETHICS
THE DJG VALUE EQUITY FUND, INC.
THE SEI TAX-MANAGED SMALL CAP FUND
THE DJG SMALL CAP VALUE FUND
FRIC EQUITY II/SPECIAL GROWTH FUND
RIF AGGRESSIVE EQUITY FUND
I Introduction
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This Code of Ethics is intended to fulfill the firm's obligations as
investment adviser to the DJG Value Equity Fund, Inc., and the DJG Small Cap
Value Fund as well as the sub-adviser to the SEI Tax-Managed Small Cap Fund, the
FRIC Equity II/Special Growth Fund and the RIF Aggressive Equity Fund by setting
forth guidelines for those persons deemed to be advisory or access persons to
prevent them from engaging in any act, practice or course of business prohibited
by paragraph (a) of Rule 17j-1 (the "Rule") under the Investment Company Act of
1940, as amended. This Code of Ethics is required by paragraph (b) of the Rule.
II Definitions
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In order to understand how this Code of Ethics applies to particular
persons and transactions, familiarity with the key terms and concepts used in
this Code of Ethics is necessary. Those key terms and concepts are:
1. "Fund" or "Funds" means the DJG Value Equity Fund, Inc., the SEI Tax-
Managed Small Cap Fund, the FRIC Equity II/Special Growth Fund, the
RIF Aggressive Equity Fund and/or the DJG Small Cap Value Fund, either
individually or collectively.
2. "Company" means David J. Greene & Company, LLC, a registered
investment adviser, the Adviser or sub-adviser to the above-referenced
Funds.
3. "Access person" means any principal or advisory person of the Company.
4. "Advisory person" means (a) any employee of the Company or of any
company in a control relationship to the Company, who, in connection
with his or her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of a security by
the Company, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and (b) any
natural person in a control relationship to the Company who obtains
information concerning recommendations made to the Company with regard
to the purchase or sale of a security.
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5. "Beneficial ownership" has the meaning set forth in Rule 16a-1 (a) of
the Securities Exchange Act of 1934, as amended. The determination of
direct or indirect beneficial ownership shall apply to all securities
which an access person has or acquires.
6. "Control" has the meaning set forth in Section 2(a) (9) of the
Investment Company Act of 1940, as amended.
7. "Independent director" means a director of any of the Funds who is not
an "interested person" of the Company within the meaning of Section
(a) (19) of the Investment Company Act of 1940, as amended.
8. "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
9. "Security" has the meaning set forth in Section 2(a) (36) of the
Investment Company Act of 1940, as amended, except that it shall not
include securities issued or guaranteed as to principal or interest by
the Government of the United States or by a person controlled or
supervised by and acting as an instrumentality of the Government of
the United States pursuant to authority granted by the Congress of the
United States, certificates of deposit for any such securities
banker's acceptance, bank certificates of deposit, commercial paper,
other money market instruments and shares of registered open-end
investment companies. For purposes of the foregoing definition, the
term"money market instruments" shall mean instruments that satisfy the
credit quality and maturity requirements of Rule 2a-7 under the
Investment Company Act of 1940, as amended, other than any instruments
which are illiquid or not widely traded in efficient markets.
III Aggregation of Orders - Conditions
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In accordance with guidance from the Securities and Exchange Commission
("SEC") in the SMC Capital no-action letter of September 5, 1995, the Company
may aggregate orders for the Funds with those orders for its other advisory and
proprietary accounts in compliance with Section 17(d) of the Investment Company
Act of 1940 so that each such account, including the Funds and the Company,
participates on terms no less advantageous than those of other participants. To
comply with this stated policy, the following conditions will apply to orders
that are aggregated by the Company:
1. This policy for the aggregation of transactions is fully disclosed in the
Company's Form ADV, and is separately disclosed to the Adviser's existing
clients and broker-dealers through which such orders are placed.
2. The Company will not aggregate transactions unless it believes that
aggregation is consistent with its duty to seek best execution (which
includes the duty to seek best price)
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for its accounts, including the Funds, and is consistent with the terms of
the Company's investment advisory agreement with each client for which
trades will be aggregated.
3. No advisory account will be favored over any other account; each account
that participates in an aggregated order will participate at the average
share price for all the Company's transactions in that security on a given
business day, with any transaction costs, other than commission charges,
shared pro rata based on each account's participation in the transaction;
4. The Company will prepare a computer run (the "Allocation Statement")
specifying the participating client accounts and how it intends to allocate
the order among those accounts before entering an aggregated order. The
Company will maintain the Allocation Statement, including any amendments
thereto, as a part of its books and records.
5. If the aggregated order is filled in its entirety, it will be allocated
among accounts in accordance with the Allocation Statement. In the event
the aggregated order is not filled, then it will be allocated by the
Company in accordance with its allocation procedures as set forth in its
Compliance Manual and as described in its Form ADV Part II. When an
aggregated order is completed, a supplemental computer run documenting the
allocation will be maintained by the Company's Compliance Department with
the original Allocation Statement.
6. Notwithstanding the foregoing, the order may be allocated on a basis
different from that specified in the Allocation Statement if all accounts
receive fair and equitable treatment and the reason for the different
allocation is explained in writing and is approved in writing by the
Company's compliance principal no later than one hour after the opening of
the markets on the trading day following the day the order was executed.
7. The Company's books and records will separately reflect, for each account
the orders of which area aggregated, the securities held by, and bought and
sold for, that account.
8. Funds and securities of accounts whose orders are aggregated are deposited
with one or more banks or brokers-dealers, and neither the accounts' cash
nor their securities will be held collectively any longer than is necessary
to settle the purchase or sale in question on a delivery versus payment
basis. No cash or securities will be held collectively for accounts by the
Company.
9. The Company will receive no additional compensation or remuneration of any
kind as a result of the aggregation of any transactions on behalf of any
accounts.
10. Individual investment advice and treatment will be accorded each separate
advisory account, including the Funds.
IV Prohibitions and Restrictions Applicable to Company Personnel
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A. Prohibition Against Fraud, Deceit and Manipulation.
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Access persons, cannot, in connection with the purchase or sale,
directly or indirectly, of a Security held or to be acquired by a
Fund:
1. employ any device, scheme or artifice to defraud the Fund;
2. make to the Fund any untrue statement of a material fact or omit
to state to the Fund a material fact necessary in order to make
the statements made, in light of the circumstances under which
they are made, not misleading;
3. engage in any act, practice or course of business that operates
or would operate as a fraud or deceit upon the Fund; or
4. engage in any manipulative practice with respect to the Fund.
B. Limits on Accepting or Receiving Gifts.
Access persons cannot accept or receive any gift of more than de
minimis value from any person or entity in connection with any Fund.
C. Prohibition on Selling Recently-Acquired Securities.
Access persons may not sell any security purchased in connection with
an aggregated order within 60 days of acquiring that security without
the prior approval of the Compliance Principal or member of the
Executive Committee of the Company.
D. Pre-Approval of Investments in IPO's and Limited Offerings.
Access persons who, in connection with their duties, make or
participate in making recommendations regarding the purchase or sale
of securities by a Fund or Natural Control Persons who obtain
information concerning recommended securities must obtain approval
from the Review Officer, (as defined in Section V below), before
directly or indirectly acquiring beneficial ownership of any
securities in an IPO or limited offering.
V Reporting
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1. Subject to the provisions of paragraph 2 below, every access person
shall report to the Company the information described in paragraph 3 below with
respect to transactions in any security in which the access person has, or by
reason of the transaction acquires, any direct or indirect beneficial ownership
in the security.
2. (a) An access person is not required to make a report with respect to
any transaction effected for any account over which the access person does not
have any direct or indirect influence.
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(b) An access person shall submit to the Review Officer an initial
holding report within 10 days of becoming an access person.
(c) Each access person shall submit an annual holding report to the
Review Officer within 30 days of the close of each year, which shall include all
securities beneficially owned.
3. To fulfill the reporting requirements, each access person shall cause
a duplicate copy of all confirms and monthly brokerage statements for themselves
and those in their immediate family to be sent to the Review Officer of the
Company, which shall contain the following information:
(a) The date of the transaction, the title and the number of shares and
the principal amount of each security involved;
(b) The nature of the transaction (i.e., purchase, sale or any other type
of acquisition or disposition);
(c) The price at which the transactions was effected; and
(d) The name of the broker, dealer or bank with or through whom the
transaction was effected.
4. Any report may contain a statement that the report shall not be
construed as an admission by the person making the report that the person has
any direct or indirect beneficial ownership in the security to which the report
relates.
VI Appointment of Review Officer and Specification of his Duties
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A. Appointment of a Review Officer.
The CEO of the Company has appointed the Company's Compliance
Principal to act as the Review Officer hereunder.
B. The Review Officer's Duties and Responsibilities.
1. The Review Officer shall notify each person who becomes an access
person of the Adviser and who is required to report under this
Code of Ethics and their reporting requirements no later than 10
days before the first quarter in which such person is required to
begin reporting.
2. The Review Officer will, on a quarterly basis, compare all
reported personal securities transactions with the Fund's
completed portfolio transactions during the period to determine
whether a Code violation may have occurred. Before determining
that a person has violated the Code,
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the Review Officer must give the person an opportunity to supply
explanatory material.
3. If the Review Officer finds that a Code violation may have
occurred, or believes that a Code violation may have occurred, the
Review Officer must submit a written report regarding the possible
violation, together with the confidential report any explanatory
material provided by the person, to the CEO, who will
independently determine whether the person violated the Code.
4. Resolution; Sanction(s).
If the CEO finds that a person has violated the Code, he will
approve a proposed resolution of the situation or, if appropriate,
impose upon the person sanctions that the CEO deems appropriate
and will report the violation and the resolution and/or sanction
imposed to the Fund's Board of Directors at the next regularly
scheduled board meeting.
5. The Review Officer will create a written report detailing any
approval(s) granted to access persons for the purchase of
securities offered in connection with an IPO or a limited
offering. The report must include the rationale supporting any
decision to approve such a purchase.
6. Annual Written Report to the Board
At least once a year, the Company will provide the Fund's Board of
Directors a written report that includes:
(1) Issues Arising Under the Code. The reports must describe any
issue(s) that arose during the previous year under the codes or
procedures thereto, including any material code or procedural
violations, and any resulting sanction(s);
(2) Certification: Each report must be accompanied by a certification
to the Board that the Company, as adviser or sub-adviser to a
Fund, has adopted procedures reasonably necessary to prevent its
access persons from violating its Code of Ethics.
VII Confidentiality
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No access person shall reveal to any other person (except in the normal
course of his or her duties on behalf of the Company) any information regarding
securities transactions by the Company or consideration by the Company or the
Adviser of any such securities transaction.
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All information obtained from any access person hereunder shall be kept in
strict confidence, except that reports of securities transactions hereunder will
be made available to the Securities and Exchange Commission or any other
regulatory or self-regulatory organization to the extent required by law or
regulation.
VIII Recordkeeping
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The Company will maintain records as set forth below in accordance with
Rule 31a-2 under the 1940 Act and such other regulatory requirements as the
Company may be subject to as a registered investment adviser and
broker/dealer.
1. A copy of this Code will be preserved in an easily accessible place.
2. A record of any Code violation and of any sanctions taken will be
preserved in an easily accessible place for a period of at least five
years following the end of the fiscal year in which the violation
occurred.
3. A copy of each Quarterly Transaction Report, Initial Holding Report,
and Annual Holding Report submitted under this Code, including any
information provided in lieu of any such reports made under the Code
will be preserved for a period of a least five years from the end of
the fiscal year in which it is made, for the first two years in an
easily accessible place.
4. A copy of each annual report required by this Code, and each access
person's annual compliance certification, must be maintained for a
least five years from the end of the fiscal year in which it is made,
for the first two years in an easily accessible place.
5. The Fund must maintain a record of any decision, and the reason
supporting the decision, to approve the acquisition of securities
acquired in an IPO or limited offering, for a least five years after
the end of the fiscal year in which the approval is granted.
Adopted this 21st day of September, 2000.
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