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As adopted by LBRC and LBSC 6/06/00
As adopted by Mutual Fund Boards 6/07/00
As adopted by LB 6/15/00
CODE OF ETHICS
Lutheran Brotherhood
Lutheran Brotherhood Research Corp.
Lutheran Brotherhood Securities Corp.
The Lutheran Brotherhood Family of Funds
LB Series Fund, Inc.
I. BACKGROUND
Certain laws and rules must be complied with in connection with the personal
securities investment activity of officers, directors and employees of a
registered investment company and each adviser of and principal underwriter
for the investment company. This Code of Ethics (the "Code") has been
adopted by Lutheran Brotherhood and Lutheran Brotherhood Research Corp.
(each an "Adviser" and collectively, the "Advisers"), Lutheran Brotherhood
Securities Corp. (the "Principal Underwriter"), and The Lutheran Brotherhood
Family of Funds and LB Series Fund, Inc. (each a "Fund" and collectively,
the "Funds") effective as of June 1, 2000 pursuant to Rule 17j-1 under the
Investment Company Act of 1940, as amended.
A. Investment Company Act of 1940
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1. Unlawful Actions.
In response to the authority granted to it pursuant to Section 17(j)
of the Investment Company Act of 1940 (the "Act"), the Securities
Exchange Commission adopted rule 17j-1 in 1980 and revised it
substantially in 1999 (the "Rule"). Section (b) of the Rule defines
the following activity as illegal ("Unlawful Actions"):
UNLAWFUL ACTIONS. It is unlawful for any affiliated person of or
principal underwriter for a Fund, or any affiliated person of an
investment adviser of or principal underwriter for a Fund, in
connection with the purchase or sale, directly or indirectly, by the
person of a Security Held or to be Acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the Fund;
(2) To make 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;
(3) To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Fund; or
(4) To engage in any manipulative practice with respect to the
Fund.
2. Unlawful Action Definitions.
a. "Purchase or sale" of a Covered Security means the purchase, sale, other
acquisition or disposition of a Covered Security, including, among other
things, the writing of an option to purchase or sell a Covered Security.
Purchase or sale as so defined is sometimes hereafter referred to as a
"transaction" in a Covered Security.
b. "Security Held or to be Acquired" by a Fund is defined as:
(i) Any Covered Security which, within the most recent 15 days:
(A) Is or has been held by the Fund; or
(B) Is being or has been considered by the Fund or its investment
adviser for purchase by the Fund; and
(ii) Any option to purchase or sell, and any security convertible into
or exchangeable for, a Covered Security. . . .
c. "Covered Security" means any "security" as defined in Section 2(a)(36)
of the Act and includes any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable
share, investment contract, voting-trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas, or
other mineral rights, any put, call, straddle, option, or privilege on
any security (including a certificate of deposit) or on any group or
index of securities (including any interest therein or based on the
value thereof), or any put, call, straddle, option, or privilege entered
into on a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly known as a "security,"
or any certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or warrant or right to
subscribe to or purchase, any of the foregoing, except that it does not
include:
(i) Direct obligations of the Government of the United States;
(ii) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and
(iii) Shares issued by open-end funds.
3. Code of Ethics.
The Rule further requires adoption of a code of ethics by the Funds,
the Advisers and the Principal Underwriter, approved by the Boards
of Directors of the Funds, containing procedures reasonably
necessary to prevent its Access Persons from engaging in any
Unlawful Action.
The provisions of the Code of Ethics of Rowe Price Fleming
International, Inc. ("Price Fleming") dated March 1, 2000 (the
"Price Fleming Code") are hereby incorporated by reference into this
Code and are applicable to the directors or officers of Price
Fleming, employees of Price Fleming (or any company in a control
relationship with Price Fleming) or other natural persons in a
control relationship with Price Fleming, in each case who are
"access persons" (as defined in the Rule) of a Fund. A violation of
the Price Fleming Code by any such access persons shall also
constitute a violation of this Code.
B. Other Securities Laws
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Abusive personal investment activities by fund access persons are
prohibited not only by section 17(j) of the Act and the Rule, but also
by other provisions of the federal securities laws. A fund manager who
engages in Front Running (as hereinafter defined) or makes investment
decisions for a Fund with the intent to benefit personally, for example,
would, in addition to violating section 17(j) and the Rule, violate the
antifraud provisions of section 17(a) of the Securities Act of 1933 (the
"Securities Act") and section 10(b) of the Securities Exchange Act of
1934 (the "Exchange Act") and rule 10b-5 under the Exchange Act. If a
Fund and its portfolio manager purchase or sell securities in the same
company, the portfolio manager may have engaged in a "joint transaction"
with the fund in violation of section 17(d) of the Act and rule 17d-1
under the Act. If a portfolio manager causes a fund to purchase
particular securities in exchange for any compensation (in the form of
securities, private investment opportunities, favorable trading terms,
or other similar benefits), the manager would violate section 17(e) of
the, which prohibits any portfolio manager or other fund insider, acting
as agent, from receiving compensation from outside sources in exchange
for the purchase or sale of any property to or from an investment
company.
Like the provisions of the Act, the Exchange Act, and the Securities
Act, described above, certain provisions of the Investment Advisers Act
of 1940 (the "Advisers Act") apply to portfolio managers' personal
investment activities. An investment adviser whose portfolio manager or
other employees engage in abusive investing, for instance, would violate
section 206 of the Advisers Act, which prohibits investment advisers
from engaging in certain fraudulent conduct and imposes a strict
fiduciary duty on all advisers.
Penalties for violation of these laws can be severe and extend to the
related Lutheran Brotherhood entities and their officers and directors
as well as to the individual.
II. PERSONAL TRADING RULES
A. Access Persons
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1. Access Person Defined.
"Access Person" shall mean
a. any officer, director or trustee of a Fund or Adviser, provided,
however, that directors and officers of Lutheran Brotherhood who
are not also directors or officers of Lutheran Brotherhood
Research Corp. or the Funds are "Access Persons" only if such
officer or director, with respect to any Fund, in the ordinary
course of business, makes, participates in or obtains
information regarding, the purchase or sale of Covered
Securities by a Fund, or whose functions or duties in the
ordinary course of business relate to making of any
recommendation to a Fund regarding the purchase or sale of
Covered Securities;
b. any employee of a Fund or Adviser who, in connection with his or
her regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of Covered
Securities by a Fund, or whose functions relate to the making of
any recommendations with respect to the purchases or sales;
c. any director of officer of the Principal Underwriter; provided,
however, that directors and officers of the Principal
Underwriter who are not also directors or officers of Lutheran
Brotherhood Research Corp. are "Access Persons" only if such
officer or director, with respect to any Fund, in the ordinary
course of business, makes, participates in or obtains
information regarding, the purchase or sale of Covered
Securities by a Fund, or whose functions or duties in the
ordinary course of business relate to making of any
recommendation to a Fund regarding the purchase or sale of
Covered Securities; and
d. any natural person in a control relationship to the Fund or
Adviser who obtains information concerning recommendations made
to the Fund with regard to the purchase or sale of Covered
Securities by a Fund.
Note: All persons located within the Securities Department of the
Investment Division of Lutheran Brotherhood or who have access to
the PAM system are deemed to be "Access Persons". The Rule requires
that each Access Person be notified that he or she is such and is
therefore subject to the personal trading rules.
2. Access Person Rules and Procedures
a. Unlawful Actions. All Access Persons are hereby prohibited from
engaging in any Unlawful Action.
b. Pre-Clearance.
No Access Person shall purchase or sell, directly or indirectly,
any Covered Security in which he or she has, or by reason of
such transaction would acquire, any Beneficial Ownership (as
hereinafter defined) without the prior approval of the Portfolio
Compliance Committee ("Compliance Committee") or its designee
(together, "Compliance") to pre-clear transactions; provided,
however, that:
i. No person shall be required to pre-clear a transaction (i)
effected for any account over which such person has no
direct or indirect influence or control.
ii. Pre-clearance is not required by a director of one or both
of the Funds who is not an "interested Person" of the Fund
within the meaning of the Act (the "Independent Directors"
of the Funds).
c. Beneficial Ownership Defined
"Beneficial Ownership" means an individual's direct or indirect
pecuniary interest in a Covered Security, and shall include, but
not be limited to:
i. Securities held in his or her name;
ii. Securities held by members of a person's immediate family
sharing the same household ("Residential Family Member");
iii. A general partner's interest in the portfolio of securities
held by a general or limited partnership;
iv. Securities held by a trust of which the person is a
beneficiary where a trustee, other than the person, does
not exercise exclusive investment control;
v. Securities held by an investment club of which the person
is a member and in which he or she has a direct or indirect
pecuniary interest;
vi. Securities held by an entity (including without limitation
corporations, trusts and partnerships) or other person
(such as acting as guardian or conservator) if the person
has authority over the investment decisions for such entity
or person.
d. Investments in Covered Securities Under Active Consideration
Prohibited.
Front-Running (generally defined as the purchase or sale of a
security by an Access Person in anticipation of and prior to the
adviser effecting similar transactions for its clients in order
to take advantage or avoid changes in market prices effected by
the client's transactions) is illegal and is prohibited. No
Access Person will be granted pre-clearance for the purchase or
sale of any Covered Security on a day that any Fund or Adviser
has a pending "buy" or "sell" order in the same Covered Security
until the order is withdrawn or executed.
3. Transaction Exempt from the Pre-Clearance Rules. All transactions
in a Covered Security must receive prior clearance except the
following:
a. Unit Investment Trusts. Purchases and sales of shares in a unit
investment trust registered under the Act.
b. Futures. Exchange-traded financial futures, stock index
futures, currency futures, commodity futures.
c. Stock Index Funds. Interests in a broad-based, publicly traded
market basket or index of stocks, approved for trading by the
Compliance Committee.
d. Pro Rata Distributions. Purchases effected by the exercise of
rights issued pro rata to all holders of a class of securities
or the sale of rights so received.
e. Tenders. Purchases and sales of securities pursuant to a tender
offer.
f. Payroll Deduction Plans. Purchases by an employee's spouse or
another Residential Family Member pursuant to a payroll
deduction plan, provided the Portfolio Compliance Committee has
been previously notified by the employee that the spouse will be
participating in the payroll deduction plan.
g. Exercise of Stock Option of Corporate Employer by Spouse.
Purchases as part of the exercise by an employee's spouse or
another Residential Family Member of a stock option issued by
the corporation employing the spouse.
h. Dividend Reinvestment Plans. Purchases effected through an
established Dividend Reinvestment Plan ("DRP"), provided that
the Compliance Committee is first notified by the employee that
he or she will be participating in the DRP. An employee's
purchase of shares of the issuer to initiate participation in
the DRP or an employee's purchase of share in addition to those
purchased with dividends must receive prior clearance.
i. Systematic Investment Plans. Purchases effected through a
systematic investment plan involving the automatic investment of
a set dollar amount on predetermined dates, provided the
Portfolio Compliance Committee has been previously notified by
the employee that he or she will be participating in the plan.
An employee's purchase of securities of the issuer to initiate
participation in the plan must receive prior clearance.
j. Inheritances. The acquisition of securities through
inheritance.
k. Gifts. The receipt of a Covered Security as a gift or the
making of gift of a Covered Security to a charitable
organization described in Section 501(c) of the Internal Revenue
Code.
Exemption from pre-clearance does not constitute an exemption from
the reporting requirements of Section II.D.
4. Procedures for Obtaining Pre-Clearance.
a. An Access Person requesting pre-clearance must complete Part IA
of the Pre-Clearance Form attached hereto as Exhibit A (the
"Pre-Clearance Form"). The Pre-Clearance Form shall be
submitted to Compliance.
b. Compliance will determine and record on the Pre-Clearance Form
whether the request was approved or disapproved, the date and
time of the approval or disapproval, the reason for any
disapproval, and whether any approval was granted pursuant to an
exception. Reasons for disapproval include, without limitation,
a pending order for purchase or sale of a Covered Security by or
on behalf of an Adviser or Fund, any "black-out" period
applicable to Portfolio Managers, and restrictions on trading
any Covered Security on the Restricted List (as hereinafter
defined)..
c. Pre-clearance shall be valid for two (2) business days,
including the day given. Upon completion of the transaction,
the Access Person shall complete Part IB, execute Part IV and
return the Pre-Clearance Form to Compliance.
5. Initial Public Offerings Prohibited.
No Access Person shall purchase, directly or indirectly, in an
Initial Public Offering any Covered Security in which he or she has,
or by reason of such transaction would acquire, any Beneficial
Ownership. "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.
6. Limited Offering Rules.
a. No Access Person shall purchase, directly or indirectly, in a
Limited Offering any Covered Security in which he or she has, or
by reason of such transaction would acquire, any Beneficial
Ownership without the prior written approval of Compliance.
"Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
section 4(2) or section 4(6) or pursuant to rule 504, rule 505,
or rule 506 thereunder.
b. If such a purchase is made, the Access Person must disclose
thereafter his or her position in the issuer of the Covered
Security whenever he or she is involved to any material extent
in any subsequent consideration of the securities of such issuer
by or on behalf of a Fund, and the determination of whether to
make such investment must be made or reviewed by Investment
Personnel having no personal interest in the issuer.
7. Reporting Obligations. All Access Persons are subject to the
reporting requirements set forth in Section II.D. of this Code.
B. Investment Personnel
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1. Investment Personnel Defined.
"Investment Personnel" means (i) any Access Person 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, and (ii) 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.
Note: All Portfolio Managers, Associate Portfolio Managers, traders
and employees in the Equity Research and Credit Research areas, and
their direct or indirect supervisors in the Investment Division are
deemed to be Investment Personnel.
2. Investment Personnel Rules and Procedures.
The following rules and procedures must be complied with in addition
to those pertaining to all Access Persons.
a. 60-Day Holding Period
No Investment Personnel shall profit, directly or indirectly,
from the purchase and sale or sale and purchase of the same or
equivalent Covered Security within any 60 calendar-day period.
In the event of such transactions by an Investment Personnel
within the prescribed period, the later transaction shall, if
practicable, be rescinded or, if rescission shall not be
practicable, any profits realized on the transactions shall be
forfeited to a charitable organization selected by the Fund.
b. Exceptions to the 60-Day Holding Period. All transactions in a
Covered Security by Investment Personnel are subject to the 60-
day holding period, except:
i. In cases of immediate and heavy financial need where funds
are not readily available from other sources, Investment
Personnel may request approval for the sale of Covered
Securities from the Compliance Committee. The request must
be in writing and set forth the circumstances of the
request, and must not exceed the amount needed to meet the
financial hardship, including anticipated income taxes.
The Compliance Committee has the right to deny the request.
ii. Securities obtained in a transaction exempt from pre-
clearance by Access Persons (See Section II.A.3 of this
Code).
iii. Up to $20,000 per Covered Security per calendar month in
the actively traded securities of an issuer with a market
capitalization of $8 billion or more ("Large Company
Securities"); provided that such sale shall not violate
Section III of this Code.
iv. Per calendar month, the greater of five option contracts or
sufficient option contracts to control $20,000 in the
underlying Large Company Security.
C. Portfolio Managers
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1. Portfolio Manager Defined.
"Portfolio Manager" shall mean any Investment Personnel entrusted
with the direct responsibility and authority to make investment
decisions affecting the Fund. The definition includes the direct
and indirect supervisors of portfolio managers within the Investment
Division.
2. Portfolio Manager Rules and Procedures.
The following rules and procedures must be complied with in addition
to those pertaining to Access Persons and Investment Personnel.
a. Seven Calendar Day Rule.
No Portfolio Manager shall purchase or sell any Covered Security
in which he or she has, or by reason of such transaction would
acquire, any Beneficial Ownership in any Covered Security within
a period of seven (7) calendar days before or after any
transaction in such Covered Security by or on behalf of a
portfolio or series which he or she manages. In the event of
such purchase or sale by the portfolio manager within the
prescribed period, the purchase or sale shall, if practicable,
be rescinded or, if rescission shall not be practicable, any
profits realized on such purchase or sale shall be forfeited to
the Fund.
b. Exceptions to Seven Calendar Day Rule. The following securities
are exempt from the Seven Calendar Day Rule:
i. Securities exempt from pre-clearance by Access Persons (See
Section II.A.3 of this Code).
ii. Up to $20,000 per Covered Security per calendar month in
the actively traded securities of an issuer with a market
capitalization of $8 billion or more ("Large Company
Securities"); provided that such sale shall not violate
Section III of this Code.
iii. Per calendar month, the greater of five option contracts or
sufficient option contracts to control $20,000 in the
underlying Large Company Security.
c. Limited Offerings
No Portfolio Manager shall purchase, directly or indirectly, in
a Limited Offering any Covered Security in which he or she by
reason of such transaction would acquire, any direct or indirect
Beneficial Ownership.
D. Reporting Requirements for Access Persons.
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1. Reporting Upon Becoming Access Person.
No later than 10 days after the person becomes an Access Person,
whether through outside hiring or internal transfer, every Access
Person shall report to the Fund the following information:
a. The title, number of share and principal amount of each Covered
Security in which the Access Person had any Beneficial Ownership
when the person became an Access Person;
b. The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of
the date the person became an Access Person; and
c. The date the report is submitted by the Access Person.
2. Individual Transaction Reports.
No later than ten days following the purchase or sale of a Covered
Security, every Access Person shall report to the Funds any
transaction in a Covered Security in which he or she has, or by
reason of such transaction has acquired or sold, any direct or
indirect Beneficial Ownership in the Covered Security.
Reports required by this section shall state:
a. The title and amount of the Covered Security involved;
b. The date and nature of the transaction (i.e., purchase, sale or
other acquisition or disposition);
c. The price at which the transaction was effected;
d. The name of the broker, dealer or bank with or through whom the
transaction was effected; and
e. The date such report is submitted.
The report may also contain a statement declaring that the reporting
or recording of any transaction shall not be construed as an
admission that the access person making the report has any direct or
indirect Beneficial Ownership in the Covered Security.
All Access Persons (other than the Independent Directors) shall
direct the brokers or dealers effecting their personal securities
transactions to supply to a designated compliance official of the
Fund or Adviser duplicate copies of trade confirmations and copies
of periodic account statements.
3. Quarterly Transaction Reports.
No later than 10 days after the end of each calendar quarter, every
Access Person shall report to the Fund, the following information:
a. With respect to any transaction during the quarter in a Covered
Security in which the Access Person had any direct or indirect
Beneficial Ownership:
i. 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;
ii. The nature of the transaction (i.e., purchase, sale or
other type of acquisition or disposition);
iii. The price of the Covered Security at which the transaction
was effected;
iv. The name of the broker, dealer or bank with or through
which transaction was effected; and
v. The date that the report is submitted by the Access Person.
b. With respect to any account established by the Access Person in
which any securities were held during the quarter for the direct
or indirect benefit of the Access Person:
i. The name of the broker, dealer or bank with whom the Access
Person established the account;
ii. The date the account was established; and
iii. The date the report is submitted by the Access Person.
4. Annual Holdings Reports and Certifications.
Annually, every Access Person (other than the Independent Directors)
shall report and certify to the Fund, the following information
(which information must be current as of a date no more than 30 days
before the report is submitted):
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;
b. The name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held for
the direct or indirect benefit of the Access Person;
c. Certification that he or she has (i) read and understands this
Code and recognizes that he or she is subject to the Code and
(ii) complied with all requirements of the Code to which he or
she is subject and disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to
the requirements of the Code; and
d. The date that the reports is submitted by the Access Person.
5. Exceptions to Reporting Requirements.
a. A person need not make a report under this Section II.D with
respect to transactions effected for, and Covered Securities
held in, any account over which the person has no direct or
indirect influence or control.
b. A Independent Director who would be required to make a report
solely by reason of being a Fund director, need not make:
i. An initial holdings report under Section II.D.1, individual
transaction reports under Section II.D.2, or an annual
holdings report under Section II.D.4; and
ii. A quarterly transaction report under Section II.D.3, unless
the director knew or, in the ordinary course of fulfilling
his or her official duties as a Fund director should have
known, that during the 15-day period immediately before or
after the director's transaction in a Covered Security, the
Fund purchased or sold the Covered Security, or the Fund or
its investment adviser considered purchasing or selling the
Covered Security.
6. Reports of Violations.
Every Access Person aware of any violation of this Code shall report
the violation to the Compliance Committee in an expedient fashion.
III. PROHIBITED BUSINESS CONDUCT
A. In General.
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1. In furtherance of the purpose of this Code, all Access Persons in
executing personal securities transactions should at all times
a. Place the interests of the Funds and other clients first;
b. Avoid any actual or potential conflict of interest
c. Not abuse their positions of trust and responsibilities; and
d. Not otherwise take inappropriate advantage of their positions.
2. Access Persons are cautioned that pre-clearance or exemption of a
transaction under Section II is not a "safe harbor" and does not
shield the individual in the event he or she otherwise violates
applicable securities laws or regulations.
B. Non-Public Information.
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1. No Access Person shall, either directly or indirectly:
a. Engage in any business transaction or arrangement for personal
profit based on confidential information gained by way of
employment with the Fund or Adviser.
b. Communicate non-public information about security transactions
of an Adviser or Fund whether current or prospective, to anyone
unless necessary as part of the regular course of the Fund's
business. Non-public information regarding particular
securities must not be given to anyone who is not an officer or
director of the Fund or the Adviser without prior approval of
the President of the Fund or the President of the Adviser.
2. Upon receipt of non-public information involving company that is
subject to the reporting obligations of Section 12 or 15 of the
Securities Exchange Act of 1934 Act, an Access Person shall notify
Compliance, which shall maintain and provide each Access Person with
a list of all such company (the "Restricted List"). No Access
Person, Adviser or Fund shall purchase or sell securities of any
company on the Restricted List.
C. Conflicts of Interest.
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1. No Access Person shall accept a gift, favor, or service of more than
a de minimis value from any person or company, which, to the actual
knowledge of such access person, does business or is seeking to do
business with any Fund or Adviser.
2. No Access Person shall buy or sell any security or other property
from or to a Client, provided that this item shall not be construed
to prohibit a person from being a shareholder of a Client or the
contract owner of a variable annuity, life insurance or any other
product which is funded or issued by a Client.
3. No Investment Personnel shall serve on the board of directors of any
company that is subject to the reporting obligations of Section 12
or 15 of the Securities Exchange Act of 1934 Act, absent prior
authorization from the President of the Fund based upon a
determination that the board service would be consistent with the
interests of the Adviser's Clients.
IV. ADMINISTRATION OF CODE OF ETHICS
A. Procedures.
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The Compliance Committee shall use reasonable diligence and institute
procedures necessary to prevent violations of the Code.
B. Reporting.
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No less frequently than annually, the Compliance Committee shall furnish
to the board of directors, and the boards of directors of each Fund and
Adviser must consider, a written report that:
1. Describes any issues arising under the Code or procedures since the
last report to the board of 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
2. Certifies that the Fund or Adviser, as applicable, has adopted
procedures reasonably necessary to prevent Access Persons from
violating the Code.
C. Recordkeeping Requirements.
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1. Each Fund and Adviser must, at its principal place of business,
maintain records in the manner and to the extent set out in this
Section IV.C.1, and must make these records available to the SEC or
any representative of the SEC at any time and from time to time for
reasonable periodic, special or other examination:
a. A copy of each code of ethics for the organization that is in
effect, or at any time within the past five years was in effect,
must be maintained in an easily accessible place;
b. A record of any violation of the code of ethics, and any action
taken as a result of the violation, must be maintained in an
easily accessible place for at least five years after the end of
the fiscal year in which the violation occurs;
c. A copy of each report made by an Access Person as required by
Section II.D, including broker confirmations, must be
maintained for at least five years after the end of the fiscal
year in which the report is made or the information provided,
the first two years in an easily accessible place;
d. A record of all persons, currently or within the past five
years, who are or were required to make reports under Section
II.D., or who are or were responsible for reviewing such
reports, must be maintained in an easily accessible place; and
e. A copy of each report required by Section IV.B must be
maintained for at least five years after the end of the fiscal
year in which it is made, the first two years in an easily
accessible place.
2. Each Fund and each Adviser must maintain a record of any decision,
and the reasons supporting the decision, to approve the acquisition
by Investment Personnel of Limited Offerings pursuant to Section
II.A.6.
D. Sanctions
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Upon learning of a violation of this Code, the Compliance Committee
Adviser may impose any sanction as it deems appropriate under the
circumstances, including, but not limited to, letters of reprimand,
suspension of employment, or termination of employment.
