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Exhibit (p)1.29
[LOGO] Merganser Capital
Management LP
CODE OF CONDUCT
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Adopted: June 21, 1996
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Amended: February 23, 2000
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PURPOSE
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The Code of Conduct has been established to communicate policies of professional
conduct and ethical behavior applicable to all officers, directors and employees
("personnel") of the Merganser Capital Management LP ("Company").
BACKGROUND
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No set of rules or policies can presume to fully define "professional behavior"
or "ethical conduct." These terms, by definition, are broad concepts and subject
to interpretation and personal bias. Nevertheless, a written set of policies
will help to minimize misunderstandings about what is considered appropriate
conduct by the Company. Also, in matters of personal behavior, there is no
substitute for common sense. If there are doubts or questions about the
appropriateness of a certain action, either do not pursue this course of action
or seek guidance from the Compliance Officer.
POLICIES
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1. Legal and Ethical Violations: Personnel shall not knowingly participate
in, or assist, any acts in violation of any applicable law, rule, or regulation
of any government, governmental agency, or regulatory organization governing the
investment advisory industry.
2. Conflicts of Interest: Personnel shall not enter into or engage in a security
transaction or business activity or relationship which may result in any
financial or other conflict of interest between themselves and clients or the
Company. Personnel shall also disclose to the Company all matters that could
reasonable be expected to interfere with their duty to the Company, or with
their ability to render unbiased and objective advice.
3. Priority of Transactions: Personnel shall conduct themselves in such a manner
that transactions for clients and the Company have priority over transactions in
securities or
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Management LP
other investments of which they are beneficial owners, and so that
transactions in securities or other investments in which they have such
beneficial ownership do not operate adversely to clients' and the Company's
interests.
4. Use of Material Nonpublic Information: The Company forbids personnel from
trading, either personally or on behalf of others (such as private accounts
managed by the Company), on material nonpublic information or communicating
material nonpublic information to others in violation of the law. This conduct
is frequently referred to as "insider trading." Exhibit A provides useful
background information about insider trading.
5. Duty to the Company: Personnel shall not undertake independent practice which
could result in compensation or other benefit in competition with the Company
unless they have received written consent from both the Company and the person
or entity for whom they undertake independent employment or services.
6. Preservation of Confidentiality: Personnel shall preserve the confidentiality
of information communicated by a client concerning matters within the scope of
the confidential relationship, unless they receive information concerning
illegal activities on the part of the client.
IMPLEMENTATION
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1. Compliance Officer: Mr. Richard F. Woerner has been designated Compliance
Officer and, as such, is responsible for the implementation of the Code of
Conduct. As Compliance Officer, he reports to the General Partner and is
required to meet with it formally once a year to review the status of compliance
with this policy. Also, he may meet with the General Partner at any time to seek
guidance or to discuss matters requiring immediate attention.
2. Application: The Code of Conduct applies to all personnel and extends to
activities within and outside their duties at the Company.
3. Insider Trading: Exhibit B relates procedures to implement the Company's
policy against insider trading.
4. Acknowledgment: All personnel must read and acknowledge receipt of a copy of
this Code of Conduct. Questions regarding the policy or its implementation
should be reviewed with the Compliance Officer.
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Management LP
Merganser Capital Management LP
Exhibit A
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INSIDER TRADING
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The term "insider trading" is not defined in the federal securities law,
but generally is used to refer to the use of material nonpublic information to
trade in securities (whether or not one is an "insider") or to communications of
material nonpublic information to others.
While the law concerning insider trading is not static, it is generally
understood that the law prohibits:
1) trading by an insider, while in possession of material nonpublic
information, or
2) trading by a non-insider, while in possession of material nonpublic
information, where the information either was disclosed to non-insider
in violation of an insider's duty to keep it confidential or was
misappropriated, or
3) communicating material nonpublic information to others.
The elements of insider trading and the penalties for such unlawful conduct
are discussed below:
1. who is an Insider?
The concept of "insider" is broad. It includes officers, directors, and
employees of a company. In addition, a person can be a "temporary insider" if
he or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purposes. A temporary insider can include, among others, a company's
attorneys, accountants, consultants, bank lending officers, and the employees
of such organizations. In addition, the Company may become a temporary insider
of a company it advises or for which it performs other services. According to
the Supreme Court, the company must expect the outsider to keep the disclosed
nonpublic information confidential and the relationship must at least imply
such a duty before the outsider will be considered an insider.
2. What is Material Information?
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities. Information that officers, directors, and
employees
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Management LP
should consider material includes, but is not limited to: dividend changes,
earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
Material information does not have to relate to a company's business. For
example, in Carpenter v. U.S., 108 U.S. 3 16 (1987), the Supreme Court
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considered as material certain information about the contents of a forthcoming
newspaper column that was expected to affect the market price of a security. In
that case, a Wall Street Journal reporter was found criminally liable for
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disclosing to others the dates that reports on various companies would appear in
the Journal and whether those reports would be favorable or not.
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3. What is Nonpublic Information?
Information is nonpublic until it has been effectively communicated to the
market place. One must be able to point to some fact to show that the
information is generally public. For example, information found in a report
filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The
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Wall Street Journal or other publications of general circulation would be
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considered public.
4. Penalties for Insider Trading
Penalties for trading on or communicating material nonpublic information
are severe, both for individuals involved in such unlawful conduct and their
employers. A person can be subject to some or all of the penalties below even
if he or she does not personally benefit from the violation. Penalties include:
. civil injunctions
. treble damages
. disgorgement of profits
. jail sentences
. fines for the person who committed the violation of up to three times the
profit gained or loss avoided, whether or not the person actually
benefited, and
. fines for the employer or other controlling person of up to the greater
of $1,000 or three times the amount of the profit gained or loss avoided.
In addition, any violation of this policy statement can be expected to
result in serious sanctions by the Company, including dismissal of the persons
involved.
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Merganser Capital
Management LP
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Exhibit B
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PROCEDURES TO IMPLEMENT THE COMPANY'S POLICY
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AGAINST INSlDER TRADING
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The following procedures have been established to aid the officers, directors,
and employees of the Company in avoiding insider trading, and to aid the
Company in preventing, detecting and imposing sanctions against insider
trading. Every officer, director and employee of the Company must follow these
procedures or risk serious sanctions, including dismissal, substantial personal
liability and criminal penalties.
1. Identifying Inside Information
Before trading for yourself or others, including accounts you may
manage in a fiduciary capacity, in the securities of a company about which you
may have potential inside information, ask yourself the following questions:
i. Is the information material? Is this information that the
investor would consider important in making his or her investment
decisions? Is this information that would substantially affect
the market price of the securities if generally disclosed?
ii. Is the information nonpublic? To whom has this information been
provided? Has the information been effectively communicated to
the marketplace by being published in Reuters, The Wall Street
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Journal or other publications of general circulation?
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If, after the consideration of the above, you believe that the
information is material and nonpublic, or if you have questions as to whether
the information is material and nonpublic, you should take the following steps.
i. Report the matter immediately to Mr. Woerner.
ii. Do not purchase or sell the securities on behalf of yourself or
others, including investment companies or private accounts
managed by the Company.
iii. Do not communicate the information inside or outside the Company,
other than to Mr. Woerner.
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Management LP
iv. After Mr. Woemer has reviewed the issue, you will either be instructed
to continue the prohibitions against trading and communication or you
will be allowed to trade and communicate the information.
2. Personal Securities Trading
In order to meet the requirements of Rule 204-2(a)( 12) of the Investment
Advisors Act of 1940, all officers, directors and employees of the Company
shall submit to Mr. Woemer information with respect to any security acquired or
disposed of and any direct or indirect beneficial interest during any calendar
quarter. The information is due within ten days after the end of each calendar
quarter and must include the title of the security, the number of shares
included in the transaction, the date of the transaction, the nature of the
transaction(purchase, sale or other acquisition or disposition,) the price, and
the name of the broker-dealer with whom the transaction was effected.
In addition, all officers, directors and employees of the Company
shall submit to Mr. Woemer a report of every securities transaction in which
they, their families (including the spouse, minor children and adults living in
the same household as the officer, director or employee), and trusts of which
they are trustees or in which they have a beneficial interest have participated
within ten days after such transaction. The report shall include the name of
the security, date of the transaction, quantity, price, and broker-dealer
through which the transaction was effected. This requirement may be satisfied
by sending duplicate broker confirmations of such trades to Mr. Woemer.
In order to meet the requirements of Rule 17j-1 of the Investment
Company Act of 1940, all officers, directors and employees of the Company shall
submit to Mr. Woemer a report detailing every security held by them, their
families (including the spouse, minor children and adults living in the same
household as the officer, director or employee), and trusts of which they are
trustees or in which they have a beneficial interest within ten days of initial
employment and within ten days of the close of each calendar year. The initial
report of current employees is due no later than September 1,200O. The report
shall include the name of the security, quantity held, and the market value.
This requirement may be satisfied with a copy of the broker's statement.
The only exceptions to these reporting requirements are open-end
mutual funds, bank CD's, and securities of the United States Government and its
agencies.
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3. Pre-clearance of "IPO" or private placement trades
In order to meet the requirements of Rule 17j-1 of the Investment Company
Act of 1940, all officers, directors and employees of the Company are required
to obtain from Mr. Woemer pre-clearance for any initial public offering ("IPO")
or private placement to be purchased by them, their families (including the
spouse, minor children and adults living in the same household as the officer,
director or employee), and trusts of which they are trustees or in which they
have a beneficial interest. The pre-clearance form shall contain the name of the
security and be signed by Mr. Woemer prior to the purchase. In Mr. Woemer's
absence, the form may be signed by a director. This requirement is effective
March 1,2000.
4. Restricting Access to Material Nonpublic Information
Information in your possession that you identify as material and nonpublic
may not be communicated to anyone, including persons within the company, except
as provided in paragraph 1 above. In addition, care should be taken so that such
information is secure. For example, files containing material nonpublic
information should be sealed; access to computer files containing material
nonpublic information should be restricted.
5. Resolving Issues Concerning Insider Trading
If, after consideration of the items set forth in paragraph 1, doubt
remains as to whether information is material or nonpublic, or if there is any
unresolved question as to the applicability or interpretation of the foregoing
procedures, or as to the propriety of any action, it must be discussed with Mr.
Woemer before trading or communicating the information to anyone.
6. Working Together to Prevent Abuses
The prevention of insider trading violations requires constant attention.
Your suggestions may contribute in a critical way to the effectiveness of these
procedures. If you become aware of any situation that may possibly result in an
insider trading violation, you should report the situation to Mr. Woemer
immediately. Such a situation could involve an indiscreet member of management
or the staff, or it could relate to the manner in which written communications
of material nonpublic information are disseminated or otherwise handled by
employees. Your suggestions for improving these procedures are always welcome
and will be considered in your overall job evaluation.
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Management LP
CODE OF CONDUCT
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ACKNOWLEDGMENT
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I have read and understand the Code of Conduct adopted June 21,1996 as
amended February 23,200O by the Merganser Capital Management LP and will
comply with it in all respects.
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Name (Signed)
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Name (Printed)
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Date
