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WPG CORE BOND FUND
WPG GOVERNMENT MONEY MARKET FUND
WPG GROWTH AND INCOME FUND
WPG INTERMEDIATE MUNICIPAL BOND FUND
WEISS, PECK & GREER INTERNATIONAL FUND
WPG QUANTITATIVE EQUITY FUND
WPG TAX-FREE MONEY MARKET FUND
WPG TUDOR FUND
TOMORROW LONG-TERM RETIREMENT FUND
TOMORROW MEDIUM-TERM RETIREMENT FUND
TOMORROW SHORT-TERM RETIREMENT FUND
CODE OF ETHICS
INTRODUCTION
This Code of Ethics is divided into three parts. The first part contains
provisions applicable to access persons of the Fund who are also access persons
of Weiss, Peck & Greer, L.L.C. ("WPG") or, with respect to Weiss, Peck & Greer
International Fund, access persons of either WPG or Robeco Institutional Asset
Management US Inc. ("RIAM") (where applicable, each of WPG and RIAM are referred
to herein as the "Adviser"). The second part of this Code of Ethics pertains to
"disinterested" trustees of the Fund. The third part contains record keeping and
other provisions.
The Fund's board of trustees has determined that the Fund appropriately may
apply the high standards of ethics established by the Adviser in the area of
personal trading, without change, to those access persons of the Fund who are
also access persons of the Adviser. Such persons may have frequent opportunities
for knowledge of, and in some cases influence over, Fund portfolio transactions.
In the experience of the Fund, trustees who are unaffiliated with the Adviser
(E.G., disinterested trustees) have comparatively less current knowledge and
considerably less influence over specific purchases and sales of securities by
the Fund. Therefore, this Code of Ethics contains separate provisions applicable
to such access persons.
DEFINITIONS
For purposes of this Code of Ethics, the following definitions shall apply:
a. The term "access person" with respect to the Fund shall mean any
trustee, officer or advisory person (as defined below) of the Fund. The term
"access person" with respect to the Adviser shall mean any principal, director,
officer or advisory person (as defined below) of the Adviser.
b. The term "advisory person" shall mean (i) every employee of the Fund (or
of any company in a control relationship to the Fund) 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 (as defined below) by
the Fund, or whose functions relate to the making of any recommendations with
respect to such purchases or sales and (ii) every natural person in a control
relationship to the Fund who obtains information concerning recommendations made
to the Fund with regard to the purchase or sale of a security.
c. The term "beneficial ownership" shall mean a direct or indirect
"pecuniary interest" (as defined in subparagraph (a)(2) of Rule 16a-1 under the
Securities Exchange Act of 1934, as amended) that is held or shared by a person
directly or indirectly (through any contract, arrangement, understanding,
relationship or otherwise) in a security. While the definition of "pecuniary
interest" in subparagraph (a)(2) of Rule 16a-1 is complex, the term generally
means the opportunity directly or indirectly to provide or share in any profit
derived from a transaction in a security. An indirect pecuniary interest in
securities by
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a person would be deemed to exist as a result of: (i) ownership of securities by
any of such person's immediate family members sharing the same household
(including child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother- or father-in-law, sister- or brother-in-law, and son-
or daughter-in-law); (ii) the person's partnership interest in the portfolio
securities held by a general partnership or, in certain instances, a limited
partnership; (iii) the existence of certain types of performance-related fees
(not simply an asset-based fee) received by such person as broker, dealer,
investment adviser or manager to a securities account; (iv) the person's right
to receive dividends from a security provided such right is separate or
separable from the underlying securities; (v) the person's interest in
securities held by a trust under certain circumstances; and (vi) the person's
right to acquire securities through the exercise or conversion of a "derivative
security" (which term excludes (a) a broad-based index option or future, (b) a
right with an exercise or conversion privilege at a price that is not fixed, and
(c) a security giving rise to the right to receive such other security only PRO
RATA and by virtue of a merger, consolidation or exchange offer involving the
issuer of the first security).
d. The term "control" shall mean the power to exercise a controlling
influence over the management or policies of the Fund, unless such power is
solely the result of an official position with the Fund, all as determined in
accordance with Section 2(a)(9) of the Investment Company Act of 1940, as
amended (the "1940 Act").
e. The term "disinterested trustee" shall mean a trustee of the Fund who is
not an "interested person" of the Fund within the meaning of Section 2(a)(19) of
the 1940 Act.
f. The term "Fund" shall mean, individually, each of WPG Core Bond Fund,
WPG Government Money Market Fund, WPG Growth and Income Fund, WPG Intermediate
Municipal Bond Fund, Weiss, Peck & Greer International Fund, WPG Quantitative
Equity Fund, WPG Tax-Free Money Market Fund, WPG Tudor Fund, Tomorrow Long-Term
Retirement Fund, Tomorrow Medium-Term Retirement Fund and Tomorrow Short-Term
Retirement Fund and any other investment company in the Weiss, Peck & Greer
Group of Funds that from time to time adopts this Code of Ethics.
g. The term "investment personnel" shall mean all portfolio managers of the
Fund and other advisory persons who assist the portfolio managers in making and
implementing investment decisions for the Fund, including, but not limited to,
analysts and traders of the Adviser.
h. The term "material non-public information" with respect to an issuer
shall mean information, not yet released to the public, that would have a
substantial likelihood of affecting a reasonable investor's decision to buy or
sell any securities of such issuer.
i. The term "purchase" shall include the writing of an option to purchase.
j. The term "Review Officer" shall mean that person designated from time to
time by the Board of Trustees of the Fund to receive and review reports of
purchases and sales by access persons. The term "Alternative Review Officer"
shall mean that person designated from time to time by the Board of Trustees of
the Fund to receive and review reports of purchases and sales by the Review
Officer, and who shall act in all respects in the manner prescribed herein for
the Review Officer.
k. The term "sale" shall include the writing of an option to sell.
l. The term "security" shall have the meaning set forth in Section 2(a)(36)
of the 1940 Act, except that it shall not include shares of registered open-end
investment companies (whether or not affiliated with WPG), securities issued by
the United States government within the meaning of Section 2(a)(16) of the 1940
Act (I.E., U.S. Treasury securities, as distinct from securities of U.S.
Government agencies or instrumentalities), bankers' acceptances, bank
certificates of deposit, commercial paper, repurchase agreements and such other
money market instruments as may be designated from time to time by the Board of
Trustees.
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m. The phrase "security held or to be acquired" shall mean any security
which, within the most recent 15 days, is or has been held by the Fund or is
being or has been considered for purchase by the Fund or the Adviser for
purchase by the Fund.
n. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and communicated
and, with respect to the person making the recommendation, when such person
seriously considers making such a recommendation.
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I. RULES APPLICABLE TO ACCESS PERSONS OF THE FUND WHO ARE ALSO ACCESS PERSONS
OF THE ADVISER.
A. INCORPORATION OF THE ADVISER'S CODE OF ETHICS.
1. The provisions of the Adviser's Code of Ethics, which is attached as
APPENDIX A hereto, as such may be amended from time to time, are hereby
incorporated by reference as the Fund's Code of Ethics applicable to access
persons of the Fund who are also access persons of the Adviser.
2. A violation of the Adviser's Code of Ethics by an access person of the
Fund who is also an access person of the Adviser shall constitute a violation of
this Code of Ethics.
B. REPORTS
1. Access persons of the Fund who are access persons of the Adviser shall
file the reports required under the Adviser's Code of Ethics with the Review
Officer and, if the Review Officer is an access person, the Review Officer shall
submit his/her reports to the Alternate Review Officer.
2. As an alternative to compliance with the reporting requirements of
subparagraph 1 of this Section, an access person of the Fund who is also an
access person of the Adviser shall be considered to have satisfied his or her
reporting requirements PROVIDED THAT:
(i) the access person complies with the alternative reporting provisions
of the Adviser's Code of Ethics; and
(ii) the Adviser provides to the Review Officer all reports required to be
made by its access persons under its Code of Ethics.
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II. RULES APPLICABLE TO DISINTERESTED TRUSTEES.
A. LEGAL REQUIREMENTS.
Section 17(j) the 1940 Act provides, among other things, that it is
unlawful for any disinterested trustee of the Fund to engage in any act,
practice or course of business in connection with the purchase or sale, directly
or indirectly, by such disinterested trustee of any security held or to be
acquired by the Fund in contravention of such rules and regulations as the
Securities and Exchange Commission (the "Commission") may adopt to define and
prescribe means reasonably necessary to prevent such acts, practices or courses
of business as are fraudulent, deceptive or manipulative. Pursuant to
Section 17(j), the Commission has adopted Rule 17j-1 which provides, among other
things, that it is unlawful for any disinterested trustee of the Fund in
connection with the purchase or sale, directly or indirectly, by such person of
a security held or to be acquired by the Fund:
(i) to employ any device, scheme or artifice to defraud the Fund;
(ii) to 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
statement made, in light of the circumstances under which they were
made, not misleading;
(iii) to engage in any act, practice or course of business which operates
or would operate as a fraud or deceit upon the Fund; or
(iv) to engage in any manipulative practice with respect to the Fund.
B. STATEMENT OF POLICY.
It is the policy of the Fund that no disinterested trustee shall engage in
any act, practice or course of conduct that would violate the provisions of
Rule 17j-1. The fundamental position of the Fund is, and has been, that each
disinterested trustee shall place at all times the interests of Fund and its
shareholders first. Accordingly, private securities transactions by
disinterested trustees of the Fund must be conducted consistent with this Code
of Ethics and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of a disinterested trustee's position of trust and
responsibility. Further, disinterested trustees should not take inappropriate
advantage of their positions with or on behalf of the Fund.
Without limiting in any manner the fiduciary duty owed by disinterested
trustees to the Fund or the provisions of this Code of Ethics, it should be
noted that the Fund considers it proper that purchases and sales be made by its
disinterested trustees in the marketplace of securities owned by the Fund;
PROVIDED, HOWEVER, that such personal securities transactions comply with the
spirit of, and the specific restrictions and limitations set forth in, this Code
of Ethics. In making personal investment decisions with respect to any security,
extreme care must be exercised by disinterested trustees to ensure that the
prohibitions of this Code of Ethics are not violated. It bears emphasis that
technical compliance with the procedures, prohibitions and limitations of this
Code of Ethics will not automatically insulate from scrutiny personal securities
transactions which show a pattern of abuse by a disinterested trustee of his or
her fiduciary duty to the Fund.
C. PROHIBITED ACTIVITIES.
A violation of the Statement of Policy set forth above would always include
at least the following prohibited activities. Should you have any questions
regarding this Code of Ethics or whether an action is prohibited by this Code,
please contact the Review Officer before taking such action.
1. COMPETING WITH FUND TRADES. No disinterested trustee shall, directly or
indirectly, purchase or sell securities in such a way that the
disinterested trustee knew, or reasonably should have
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known, that such securities transactions compete in the market with actual
or considered securities transactions for the Fund, or otherwise personally
act to injure the Fund's securities transactions.
2. PERSONAL USE OF FUND TRADING KNOWLEDGE. No disinterested trustee shall
use any knowledge of securities purchased or sold by the Fund or securities
being considered for purchase or sale by the Fund to profit personally,
directly or indirectly, by the market effect of such transactions.
3. DISCLOSURE OF CLIENT TRADING KNOWLEDGE. No disinterested trustee shall,
directly or indirectly, communicate to any person who is not an access
person of the Fund (or other appropriate agent of the Fund) any material
non-public information relating to the Fund or any issuer of any security
owned by the Fund, including, without limitation, the purchase or sale or
considered purchase or sale of a security on behalf of the Fund.
D. EXEMPT TRANSACTIONS AND CONDUCT.
The following types of transactions and securities are exempt from the
TRADING RESTRICTIONS, but not from the REPORTING REQUIREMENTS of this Code of
Ethics:
1. Purchases or sales of securities for an account over which the
disinterested trustee has no direct or indirect influence or control;
2. Purchases or sales of securities which are non-volitional on the part of
the disinterested trustee;
3. Purchases and sales of securities which are part of an automatic
dividend reinvestment, cash purchase or withdrawal plan provided that no
adjustment is made by the disinterested trustee to the rate at which
securities are purchased or sold, as the case may be, under such a plan
during any period in which the security is being considered for purchase or
sale by the Fund;
4. Purchases of securities made by exercising rights distributed by an
issuer PRO RATA to all holders of a class of its securities, to the extent
such rights were acquired by the disinterested trustee from the issuer, and
sales of such rights so acquired;
5. Tenders of securities pursuant to tender offers which are expressly
conditioned on the tender offer's acquisition of all of the securities of
the same class; and
6. Purchases or sales of securities for which the disinterested trustee has
received prior written approval from the Fund. Prior approval shall be
granted only if a purchase or sale of securities is consistent with the
purposes of this Code of Ethics and Section 17(j) of the 1940 Act and Rule
17j-1 thereunder.
E. JOINT PARTICIPATION.
Disinterested trustees should be aware that a specific provision of the
1940 Act prohibits such persons, in the absence of an order of the Commission,
from effecting a transaction in which the Fund is a "joint or a joint and
several participant" with such person. Any transaction which suggests the
possibility of a question in this area should be presented to legal counsel for
review.
F. REPORTING REQUIREMENTS.
1. MANDATORY REPORTING. Each disinterested trustee shall submit to the Fund
a report as to all securities transactions effected during each quarterly
period, in which such disinterested trustee has, or by reason of such
transactions acquires or disposes of, any beneficial ownership of a
security; PROVIDED, HOWEVER, that a disinterested trustee shall not be
required to file a report
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unless such trustee, at the time of that transaction, knew or should have
known that, during the 15-day period immediately preceding the date of the
transaction by the trustee, such security was purchased or sold by the Fund
or such security was being considered by the Fund or the Adviser for
purchase or sale by the Fund.
This mandatory reporting requirement shall apply whether or not one of the
exemptions listed in Section D applies, except that a disinterested trustee
shall not be required to make a report with respect to transactions
effected for any account over which such person does not have any direct or
indirect influence or control.
2. VOLUNTARY REPORTING. Each disinterested trustee may submit to the Fund a
report as to all securities transactions effected during each quarterly
period, in which such disinterested trustee has, or by reason of such
transactions acquires or disposes of, any beneficial ownership of a
security.
3. Every report required by subparagraph 1 of this Section shall contain a
brief statement of the exemption provided in Section D that was relied upon
in effecting the securities transaction and the circumstances of the
transaction. In addition, every report submitted pursuant to this Section
shall be in the form annexed hereto as FORM A, or in similar form (such as
a computer printout), and shall set forth at least the following
information:
a. The date of each transaction, the title, class and number of
shares, and the principal amount of each security involved;
b. The nature of each transaction (I.E., purchase, sale or other
type of acquisition or disposition);
c. The price at which each transaction was effected; and
d. The name of the broker, dealer or bank with or though whom each
transaction was effected.
4. As an alternative to the literal compliance with the reporting
requirements of this Section, a disinterested trustee shall be considered
to have satisfied his or her reporting requirement, if:
a. the disinterested trustee agrees to execute, and does execute, with
or through WPG all trades in securities in which such disinterested
trustee has a beneficial ownership interest;
b. a computer printout or similar report is produced by WPG and
delivered to the Fund no less frequently than the frequency set forth
in subparagraph 1 of this Section and containing with respect to the
disinterested trustee at least the information that would otherwise
have been required by subparagraph 3 of this Section; and
c. such disinterested trustee certifies annually in writing to WPG
that, during the prior calendar year, he or she in fact maintained
with WPG all brokerage accounts in which such person had a beneficial
ownership interest and executed all trades required to be reported by
subparagraph 1 of this Section with or through WPG.
G. ANNUAL CERTIFICATION OF COMPLIANCE.
All disinterested trustees shall certify annually on the form annexed
hereto as FORM B that they (i) have read and understand this Code of Ethics and
recognize that they are subject hereto, (ii) have complied with the requirements
of this Code of Ethics and (iii) have disclosed or reported all personal
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securities transactions required to be disclosed or reported pursuant to the
requirements of this Code of Ethics.
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III. MISCELLANEOUS
A. RECORDKEEPING REQUIREMENTS.
The Fund shall maintain and preserve:
1. a copy of this Code of Ethics (and any prior code of ethics that was in
effect at any time during the past five years) in an easily accessible
place for a period of not less than five years;
2. a record of any violation of this Code of Ethics and of any action taken
as a result of such violation in an easily accessible place for a period of
not less than five years following the end of the fiscal year in which the
violation occurs;
3. a copy of each report (or computer printout) submitted under this Code
of Ethics for a period of not less than five years, (and those reports
submitted during the previous two years must be maintained and preserved in
an easily accessible place); and
4. in an easily accessible place, a list of all persons who are, or within
the past five years were, required to make reports pursuant to this Code of
Ethics.
B. CONFIDENTIALITY.
All information obtained from any access person hereunder shall be kept in
strict confidence by the Fund, except that reports of securities transactions
and other information reported hereunder will be made available to the
Commission, any other regulatory or self-regulatory organization or other third
party to the extent required by law or regulation or to the extent the Fund
considers necessary or advisable in cooperating with an investigation or inquiry
by the Commission or any other regulatory or self-regulatory organization and,
in certain circumstances, the Fund may make such information available to other
civil and criminal authorities. In addition, information regarding violations of
this Code of Ethics may be provided to clients or former clients of the Adviser.
C. AMENDMENT TO THE CODE OF ETHICS.
Any material change to this Code of Ethics or the Adviser's Code of Ethics
(such Codes of Ethics having initially been approved by a majority of the Fund's
trustees, including a majority of the disinterested trustees) shall be reviewed
by all of the disinterested trustees; and a majority of the trustees, including
a majority of the disinterested trustees shall have determined, no later than
six months after such material change is adopted, that this Code of Ethics or
the Adviser's Code of Ethics, as applicable, in light of such material change,
contains provisions reasonably necessary to prevent access persons from engaging
in any unlawful conduct described in paragraph A of Part II of this Code of
Ethics.
D. REVIEW OF REPORTS.
1. The Review Officer shall compare the reported personal securities
transactions of each access person with completed and contemplated
portfolio transactions of the Fund to determine whether a violation of this
Code of Ethics may have occurred. In the case of reports of personal
securities transactions of the Review Officer, the Alternative Review
Officer shall perform such comparison. Before making any determination that
a violation has been committed by any access person, the Review Officer or
Alternative Review Officer, as the case may be, shall provide such person
an opportunity to supply additional explanatory material.
2. If the Review Officer or Alternative Review Officer, as the case may be,
determines that a violation of this Code of Ethics has or may have
occurred, he shall submit a written determination, together with the
related report by the access person and any additional explanatory material
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provided by the access person to the Chairman of the Fund, who shall make
an independent determination of whether a violation has occurred.
3. On a quarterly basis, the Review Officer shall prepare a summary of the
level of compliance by all access persons with this Code of Ethics during
the previous quarter, including without limitation the percentage of
reports timely filed and the number and nature of all material violations.
On an annual basis, the Review Officer shall prepare a report identifying
any recommended changes to existing restrictions or procedures based upon
the Fund's experience under this Code of Ethics, evolving industry
practices and developments in applicable laws or regulations. The
Alternative Review Officer shall prepare reports with respect to compliance
by the Review Officer.
E. SANCTIONS.
Any violation of the substantive or procedural requirements of this Code of
Ethics by an access person shall result in the imposition of such sanctions as
the Board of Trustees (without the presence of and participation by the
disinterested trustee at issue, if applicable) of the Fund may deem appropriate
under the circumstances, which may include, but are not limited to, removal or
suspension from office, termination of employment, a letter of censure, referral
to the Commission and/or other criminal and civil authorities and/or restitution
to the Fund of an amount equal to the advantage the offending person shall have
gained by reason of such violation.
F. INTERPRETATION.
The Fund's Board of Trustees may from time to time adopt such
interpretations of this Code of Ethics as it deems appropriate.
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APPENDIX A
WEISS, PECK & GREER, L.L.C.
ROBECO INSTITUTIONAL ASSET MANAGEMENT US INC.
Code of Ethics
1. DEFINITIONS.
For purposes of this Code of Ethics ("Code"), the following definitions shall
apply:
a. The term "access person" shall mean any principal, officer or advisory
person (as defined below) of the Adviser.
b. The term "Adviser" shall mean each of Weiss, Peck & Greer, L.L.C. and
Robeco Institutional Asset Management US Inc.
c. The term "advisory person" shall mean (i) every employee of the Adviser
(or of any company in a control relationship to the Adviser) who, in
connection with his or her regular functions or duties, makes, participates
in, or obtains information regarding, the purchase or sale of a security
(as defined below) by a client of the Adviser, or whose functions relate to
the making of any recommendations with respect to such purchases or sales
and (ii) every natural person in a control relationship to the Adviser who
obtains information concerning recommendations made to a client of the
Adviser with regard to the purchase or sale of a security.
d. The term "beneficial ownership" shall mean a direct or indirect
"pecuniary interest" (as defined in subparagraph (a)(2) of Rule 16a-1 under
the Securities Exchange Act of 1934, as amended) that is held or shared by
a person directly or indirectly (through any contract, arrangement,
understanding, relationship or otherwise) in a security. While the
definition of "pecuniary interest" in subparagraph (a)(2) of Rule 16a-1 is
complex, the term generally means the opportunity directly or indirectly to
provide or share in any profit derived from a transaction in a security. An
indirect pecuniary interest in securities by a person would be deemed to
exist as a result of: (i) ownership of securities by any of such person's
immediate family members sharing the same household (including child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother- or father-in-law, sister- or brother-in-law, and son- or
daughter-in-law); (ii) the person's partnership interest in the portfolio
securities held by a general partnership or, in certain instances, a
limited partnership; (iii) the existence certain types of
performance-related fees (not simply an asset-based fee) received by such
person as broker, dealer, investment adviser or manager to a securities
account; (iv) the person's right to receive dividends from a security
provided such right is separate or separable from the underlying
securities; (v) the person's interest in securities held by a trust under
certain circumstances; and (vi) the person's right to acquire securities
through the exercise or conversion of a "derivative security" (which term
excludes (a) a broad-based index option or future, (b) a right with an
exercise or conversion privilege at a price that is not fixed, and (c) a
security giving rise to the right to receive such other security only PRO
RATA and by virtue of a merger, consolidation or exchange offer involving
the issuer of the first security).
e. The term "control" shall mean the power to exercise a controlling
influence over the management or policies of the Adviser, unless such power
is solely the result of an official position with the Adviser, all as
determined in accordance with Section 2(a)(9) of the Investment Company Act
of 1940 (the "1940 Act").
f. The term "Investment Company" shall mean a management investment company
registered as such under the 1940 Act and for which the Adviser is the
investment adviser.
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g. The term "investment personnel" shall mean all portfolio managers of the
Adviser and other advisory persons who assist the portfolio managers in
making investment decisions for a client of the Adviser, including, but not
limited to, analysts and traders of the Adviser.
h. The term "material non-public information" with respect to an issuer
shall mean information, not yet released to the public, that would have a
substantial likelihood of affecting a reasonable investor's decision to buy
or sell any securities of such issuer.
i. The term "portfolio manager" shall mean every person who is responsible
for the day-to-day management of a client of the Adviser or who shares such
responsibility with another portfolio manager.
j. The term "Preclearance Officer" shall mean the officer of the Adviser
designated from time to time by the Adviser to receive and review Personal
Investment Preclearance Forms (in the form attached hereto as FORM C)
submitted by access persons. The term "Alternative Preclearance Officer"
shall mean the officer of the Adviser designated from time to time by the
Adviser to receive and review Personal Investment Preclearance Forms
submitted by the Preclearance Officer, and who shall act in all respects in
the manner prescribed herein for the Preclearance Officer.
k. The term "purchase" shall include the writing of an option to purchase.
l. The term "Review Officer" shall mean the officer of the Adviser
designated from time to time by the Adviser to receive and review reports
of purchases and sales by access persons. The term "Alternative Review
Officer" shall mean the officer of the Adviser designated from time to time
by the Adviser to receive and review reports of purchases and sales by the
Review Officer, and who shall act in all respects in the manner prescribed
herein for the Review Officer.
m. The term "sale" shall include the writing of an option to sell.
n. The term "security" shall have the meaning set forth in Section 2(a)(36)
of the 1940 Act, except that it shall not include shares of registered
open-end investment companies (whether or not affiliated with the Adviser),
securities issued by the United States government within the meaning of
Section 2(a)(16) of the 1940 Act (I.E., U.S. Treasury securities, as
distinct from securities of U.S. Government agencies or instrumentalities),
bankers' acceptances, bank certificates of deposit, commercial paper,
repurchase agreements and such other money market instruments as may be
designated from time to time by the Adviser.
o. The phrase "security held or to be acquired" shall mean any security
which, within the most recent 15 days, is or has been held by a client of
the Adviser or is being or has been considered for purchase by a client of
the Adviser or the Adviser for purchase by a client of the Adviser.
p. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the recommendation,
when such person seriously considers making such a recommendation.
2. LEGAL REQUIREMENTS.
This Code of Ethics of the Adviser is adopted in accordance with the
regulatory requirements of Section 17(j) of 1940 Act and Rule 17j-1 promulgated
thereunder by the Securities and Exchange Commission (the "Commission"), and is
also intended to prohibit activities that would violate the fiduciary duties
owed by the Adviser and its employees to clients of the Adviser under
Section 206 of the Investment Advisers Act of 1940 (the "Advisers Act"), the
Employee Retirement Income Security Act of 1974 and common law. Section 17(j) of
the 1940 Act and Section 206 of the Advisers Act generally provide that it is
unlawful for the Adviser or any employee of the Adviser in connection with the
purchase
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or sale, directly or indirectly, by such person of a security held or to be
acquired by any client or prospective client:
(i) to employ any device, scheme or artifice to defraud any client or
prospective client;
(ii) to make to any client or prospective client any untrue statement of a
material fact or omit to state to any client or prospective client a
material fact necessary in order to make the statement made, in light
of the circumstances under which they were made, not misleading;
(iii) to engage in any act, practice or course of business which operates
or would operate as a fraud or deceit upon any client or prospective
client; or
(iv) to engage in any act, practice or course of business that is
fraudulent, deceptive or manipulative.
3. STATEMENT OF POLICY.
It is the policy of the Adviser that no access person shall engage in any
act, practice or course of conduct that would violate the provisions of this
Code, Section 206 of the Advisers Act, ERISA, the fiduciary duty owed by the
Adviser and its employees to its clients under common law, Section 17(j) of the
1940 Act Rule 17j-1 thereunder. The fundamental position of the Adviser is, and
has been, that each access person shall place at all times the interests of
clients of the Adviser first. Accordingly, private securities transactions by
access persons of the Adviser must be conducted consistent with this Code and in
such a manner as to avoid any actual or potential conflict of interest or any
abuse of an access person's position of trust and responsibility. Further,
access persons should not take inappropriate advantage of their positions with
or on behalf of any clients of the Adviser.
Without limiting in any manner the fiduciary duty owed by access persons to
the clients of the Adviser or the provisions of this Code, it should be noted
that the Adviser considers it proper for access persons to make purchases and
sales in the marketplace of securities owned by clients of the Adviser;
PROVIDED, HOWEVER, that such securities transactions must comply with the spirit
of, and the specific restrictions and limitations set forth in, this Code. Such
personal securities transactions should also be made in amounts consistent with
the normal investment practice of the person involved and with an investment,
rather than a trading, outlook. Not only does this policy encourage investment
freedom and result in investment experience, but it also fosters a continuing
personal interest in such investments by those responsible for the continuous
supervision of clients' portfolios. It is also evidence of confidence in the
investments made. In making personal investment decisions with respect to any
security, however, access persons must exercise extreme care to ensure that the
prohibitions of this Code are not violated. Further, personal investing by an
access person should be conducted in such a manner so as to eliminate the
possibility that the access person's time and attention is being devoted to his
or her personal investments at the expense of time and attention that should be
devoted to management of any client's portfolio. It bears emphasis that
technical compliance with the procedures, prohibitions and limitations of this
Code will not automatically insulate from scrutiny personal securities
transactions which show a pattern of abuse by an access person of his or her
fiduciary duty to any client of the Adviser.
4. PROHIBITED ACTIVITIES.
A violation of the Statement of Policy set forth above would always include
at least the following prohibited activities. Should you have any questions
regarding this Code or whether an action is prohibited by this Code, please
contact the Review Officer before taking such action.
a. COMPETING WITH CLIENT TRADES. No access person shall, directly or
indirectly, purchase or sell securities in such a way that the access
person knew, or reasonably should have known, that
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such securities transactions compete in the market with actual or
considered securities transactions for any client of the Adviser, or
otherwise personally act to injure any such client's securities
transactions;
b. PERSONAL USE OF CLIENT TRADING KNOWLEDGE. No access person shall use the
knowledge of securities purchased or sold by any client of the Adviser or
securities being considered for purchase or sale by any client of the
Adviser to profit personally, directly or indirectly, by the market effect
of such transactions;
c. DISCLOSURE OF CLIENT TRADING KNOWLEDGE. No access person shall, directly
or indirectly, communicate to any person who is not an access person (or
other approved agent of the Adviser) any material non-public information
relating to any client of the Adviser or any issuer of any security owned
by any client of the Adviser, including, without limitation, the purchase
or sale or considered purchase or sale of a security on behalf of any
client of the Adviser, except to the extent necessary to effectuate
securities transactions on behalf of the client of the Adviser.
d. PUBLIC OFFERINGS. Investment personnel shall not, directly or
indirectly, purchase any security sold in a public offering (initial or
otherwise) of an issuer;
e. PRIVATE PLACEMENTS. Investment personnel shall not, directly or
indirectly, purchase any security issued pursuant to a private placement
without obtaining prior written approval from the Review Officer.
Investment personnel shall not recommend any securities transaction by a
client of the Adviser without having previously disclosed any beneficial
ownership interest in securities issued pursuant to a private placement or
the issuer thereof to the Adviser, including without limitation:
(i) his or her beneficial ownership of any such securities of such
issuer;
(ii) any contemplated transaction by such person in such securities;
(iii) any position with such issuer or its affiliates; and
(iv) any present or proposed business relationship between such issuer
or its affiliates and such person or any party in which such
person has a significant interest.
Such interested investment personnel may not participate in the decision
for a client of the Adviser to purchase and sell securities of such issuer.
f. ACCEPTANCE OF GIFTS. Investment personnel shall not accept any gift or
personal benefit valued in excess of $100 annually from any single person
or entity that does business with or on behalf of the Adviser or a client
of the Adviser. Gifts of a DE MINIMIS value (I.E., gifts whose reasonable
value is no more than $100 annually from any single person or entity), and
customary business lunches, dinners and entertainment at which both the
advisory person and the giver are present, and promotional items of DE
MINIMIS value may be accepted. Any solicitation of gifts or gratuities is
unprofessional and is strictly prohibited.
g. BOARD SERVICE. Investment personnel shall not serve on the board of
directors of any publicly traded company, absent prior written
authorization by the Review Officer. In determining whether to approve such
board service, the Review Officer shall consider such factors as he deems
appropriate, including whether such service may involve an actual or
perceived conflict of interest with client trading or may otherwise
materially interfere with the Adviser's ability to discharge effectively
its duties to its clients.
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h. SEVEN-DAY BLACKOUT. No portfolio manager shall, directly or indirectly,
purchase or sell any security in which he or she has, or by reason of such
purchase acquires, any beneficial ownership interest within a period of 7
calendar days before and after any client of the Adviser that is advised by
the portfolio manager has purchased or sold such security. In calculating
the 7 calendar day period, the trade date of the managed account's
transaction is not counted. Any securities transaction by a portfolio
manager in violation of this subparagraph h must be unwound, if possible,
and the profits, if any, must be disgorged. Notwithstanding the foregoing,
the Review Officer will review any extenuating circumstances that may
warrant waiving an inadvertent violation of this restriction. In addition,
a portfolio manager may, without regard to the seven-day blackout
restriction set forth in this paragraph h, purchase or sell a publicly
traded equity security of an issuer having a market capitalization of at
least U.S. $25 billion in one or more transactions having an aggregate
value not exceeding U.S. $10,000 in any one day. Such transactions shall
otherwise remain subject to all other substantive and procedural provisions
of this Code, including the pre-clearance requirements.
5. EXEMPT TRANSACTIONS AND CONDUCT.
The following types of transactions and securities are exempt from the
TRADING RESTRICTION and PRE-CLEARANCE REQUIREMENTS, but not the REPORTING
REQUIREMENTS of:
a. Purchases or sales of securities for an account over which the access
person has no direct or indirect influence or control;
b. Purchases or sales of securities which are non-volitional on the part of
the access person;
c. Purchases and sales of securities which are part of an automatic
dividend reinvestment, cash purchase or withdrawal plan provided that no
adjustment is made by the access person to the rate at which securities are
purchased or sold, as the case may be, under such a plan during any period
in which the security is being considered for purchase or sale by a client
of the Adviser;
d. Purchases of securities made by exercising rights distributed by an
issuer PRO RATA to all holders of a class of its securities, to the extent
such rights were acquired by the access person from the issuer, and sales
of such rights so acquired;
e. Tenders of securities pursuant to tender offers which are expressly
conditioned on the tender offer's acquisition of all of the securities of
the same class;
f. Purchases or sales of securities for which the access person has
received prior written approval from the Fund. Prior approval shall be
granted only if a purchase or sale of securities is consistent with the
purposes of this Code and Section 17(j) of the 1940 Act and rules
thereunder; or
g. Purchases or sales of securities made in good faith on behalf of a
client of the Adviser, it being understood by, and disclosed to, each
client that the Adviser may make contemporaneous investment decisions and
cause to be effected contemporaneous executions on behalf of one or more
clients and that such executions may increase or decrease the price at
which securities are purchased or sold for the clients.
6. RULES ADOPTED BY THE ADVISER.
All principals and employees of the Adviser, including access persons, are
subject to the rules adopted by the Adviser, as set forth in the Statement of
Policy on Personal Securities Transactions by Managing Directors, Principals,
Employees and Related Accounts dated June 17, 1999 and as amended from time to
time (the "Trading Policy"), in addition to the requirements of this Code. The
Trading Policy is attached hereto as EXHIBIT A. The Trading Policy generally
requires, among other things, that
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(i) investments beneficially owned by employees of the Adviser be held at risk
for specified time periods, (ii) securities transactions by a client of the
Adviser receive the best price in relation to securities transactions by
employees of the Adviser which are executed on the same day and (iii) employees
of the Adviser obtain approval from the Adviser before selling personally any
security which was previously purchased by a client of the Adviser based, in
whole or in part, upon his or her recommendation or advice.
The restriction in the Trading Policy that investments beneficially owned
by employees of the Adviser be held at risk for specified time periods is
imposed because (i) it has been suggested that personal investing activities of
a trading nature may give rise to the possibility of an impropriety, even when
the transactions themselves are entirely appropriate and beyond reproach, (ii)
the amount of time and attention required by investment activities of a trading
nature may divert time and attention away from time that should be devoted to
management of assets of clients of the Adviser, (iii) it does not seem wise to
foster a trading attitude among those responsible for investments by clients of
the Adviser.
Any violation of the Trading Policy which adversely affects a client of the
Adviser shall be deemed to be a violation of this Code.
7. JOINT PARTICIPATION.
Access persons should be aware that a specific provision of the 1940 Act
prohibits such persons, in the absence of an order of the Commission, from
effecting a transaction in which an Investment Company is a "joint or a joint
and several participant" with such person. Any transaction which suggests the
possibility of a question in this area should be presented to legal counsel for
review.
8. BROKERAGE ACCOUNTS.
a. Access persons are required to maintain with the Adviser all brokerage
accounts in which they have a beneficial ownership interest, unless an
exemption from this requirement is sought from, and granted by, the
Adviser.
b. Access persons who are exempted from the requirement to maintain their
brokerage accounts with the Adviser are required to direct their brokers to
supply to the Adviser on a timely basis duplicate copies of confirmations
of all securities transactions in which the access person has a beneficial
ownership interest, whether or not one of the exemptions listed in
Section 5 applies.
9. PRECLEARANCE PROCEDURE.
With certain limited exceptions set forth in Section 5 above, prior to
effecting any transaction in which an access person has, or by reason of such
transaction will acquire or dispose of, a beneficial ownership interest in a
security, the access person must receive written approval from the Preclearance
Officer. The Preclearance Officer shall preclear his personal securities
transactions with the Alternative Preclearance Officer. Each request for
preclearance must be submitted to the Preclearance Officer on a Personal
Investment Preclearance Form (See FORM C attached to this Code). Verbal approval
of personal securities transactions is not permitted.
Any approval by the Preclearance Officer is valid only for the day on which
the approval is granted. If an access person is unable to effect the securities
transaction on that day, he or she must resubmit a completed Personal Investment
Preclearance Form and reobtain approval from the Preclearance Officer prior to
effecting the securities transaction.
The Preclearance Officer will base his decision whether to approve a
personal securities transaction for an access person after considering the
specific restrictions and limitations set forth in, and the spirit of, this
Code, including without limitation whether the security at issue is being
considered for
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purchase or sale for a client of the Adviser. The Preclearance Officer is not
required to give any explanation for refusing to approve a securities
transaction and their decision shall be final and binding.
The Adviser may from time to time establish specific hours during which
preclearance requests will be accepted and responded to by the Preclearance
Officer.
10. REPORTING REQUIREMENTS.
a. Unless utilizing the alternative reporting procedure described in
Section 11 below, each access person shall submit to the Adviser a report
in the form annexed hereto as FORM A or in similar form (such as a computer
printout) which report shall set forth at least the information described
in subparagraph b of this Section as to all securities transactions during
each quarterly period, in which such access person has, or by reason of
such transactions acquires or disposes of, any beneficial ownership of a
security, whether or not one of the exemptions listed in Section 5 applies.
Access persons shall not be required to report securities transactions
effected for any account over which such persons do not have any direct or
indirect influence.
b. Every report on FORM A shall be made not later than 10 days after the
end of each calendar quarter in which the reported transaction(s) were
effected and shall contain the following information:
(i) The date of each transaction, the title, the interest rate and
maturity date (if applicable), and number of shares and the
principal amount of each security involved;
(ii) The nature of each transaction (I.E., purchase, sale or other
type of acquisition or disposition);
(iii) The price at which each transaction was effected; and
(iv) The name of the broker, dealer or bank with or though whom each
transaction was effected, and the date on which the access
person's account was opened with such broker, dealer or bank;
PROVIDED, HOWEVER, if no transactions in any securities required to be
reported were effected during a quarterly period by an access person, such
access person shall submit to the Adviser a report on FORM A within the
time-frame specified above stating that no reportable securities
transactions were effected.
c. Every report concerning a securities transaction with respect to which
the reporting person relies upon one of the exceptions provided in
Section 5 shall contain a brief statement of the exemption relied upon and
the circumstances of the transactions.
d. Notwithstanding subparagraph a of this Section, an access person need
not report securities transactions pursuant to this Code where the reported
information would be duplicative of information reported pursuant to
Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of
1940.
11. ALTERNATIVE REPORTING PROVISIONS.
As an alternative to the literal compliance with the reporting requirements
of Section 10, an access person shall be considered to have satisfied his or her
reporting requirements provided that:
a. With respect to an access person who maintains with the Adviser all
brokerage accounts in which such person has a beneficial ownership interest
and executes all trades required to be
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reported by Section 10 through the Adviser, such access person certifies
annually in writing to the Adviser that, during the prior calendar year,
such person maintained with the Adviser all such brokerage accounts and
executed all such trades through the Adviser. With respect to such access
persons, the Adviser shall prepare a computer printout or similar report no
less frequently than the frequency set forth in subparagraph b of
Section 10 and containing with respect to the access person at least the
information that would otherwise have been required by subparagraph b of
Section 10.
b. With respect to an access person who maintains with a firm other than
the Adviser a brokerage account in which such person has a beneficial
ownership interest pursuant to the exemption set forth in Section 8,
(i) such person arranges for the Adviser to receive and the Adviser does
receive, no less frequently than the frequency set forth in subparagraph b
of Section 10, brokerage statements concerning such accounts containing at
least the information which would have been required by subparagraph b of
Section 10; and (ii) such access person certifies annually in writing to
the Adviser that, during the prior calendar year, such person has obtained
the necessary approval for the maintenance of such accounts and specifies
in the certificate the name and location of all such accounts.
12. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL HOLDINGS.
All access persons shall submit to the Adviser within 10 days after
becoming an access person and annually thereafter a report disclosing:
a. The title, number of shares and principal amount of each security in
which the access person had any direct or indirect beneficial ownership at
the time of becoming 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 such person became an
access person; and
c. The date the report is submitted by the access person.
For each such annual report, the information shall be current as of a date
no more than 30 days before the report is submitted.
13. ANNUAL CERTIFICATION OF COMPLIANCE.
All access persons shall certify annually on the form annexed hereto as
FORM A that they (i) have read and understand this Code and recognize that they
are subject hereto, (ii) have complied with the requirements of this Code and
(iii) have disclosed or reported all personal securities transactions required
to be disclosed or reported pursuant to the requirements of this Code.
14. CONFIDENTIALITY.
All information obtained from any access person hereunder shall be kept in
strict confidence by the Adviser, except that reports of securities transactions
and other information reported hereunder will be made available to the
Commission or any other regulatory or self-regulatory organization or other
third party to the extent required by law or regulation or to the extent the
Adviser considers necessary or advisable in cooperating with an investigation or
inquiry by the Commission or any other regulatory or self-regulatory
organization and, in certain circumstances, the Adviser may make such
information available to other civil and criminal authorities. In addition,
information regarding violations of this Code may be provided to clients of the
Adviser.
15. NOTICE TO ACCESS PERSONS.
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The Adviser shall identify all persons who are considered to be "access
persons," "investment personnel" and "portfolio managers," inform such persons
of their respective duties and provide such persons with copies of this Code.
The Adviser shall continue, in the ordinary course through its portfolio
reports, to advise all access persons of the securities held by the Adviser
during each quarterly period.
16. REVIEW OF REPORTS.
a. Within 20 days of each month-end, the Review Officer shall prepare a
summary of all transactions by access persons in securities which were
purchased, sold, held or considered for purchase or sale by each client of
the Adviser during the prior month.
b. The Review Officer shall compare the reported personal securities
transactions with completed and contemplated portfolio transactions of the
clients of the Adviser to determine whether a violation of this Code may
have occurred. In the case of reports of personal securities transactions
of the Review Officer, the Alternative Review Officer shall perform such
comparison. Before making any determination that a violation has been
committed by any person, the Review Officer or the Alternative Review
Officer, as the case may be, shall give such person an opportunity to
supply additional explanatory material.
c. If the Review Officer or the Alternative Review Officer, as the case may
be, determines that a violation of this Code has or may have occurred, he
shall submit a written determination, together with the related report by
the access person and any additional explanatory material provided by the
access person to the [APPROPRIATE SENIOR EXECUTIVE OFFICER] of the Adviser,
who shall make an independent determination of whether a violation has
occurred.
d. On a quarterly basis, the Review Officer shall prepare a summary of the
level of compliance with this Code during the previous quarter, including
without limitation the percentage of reports timely filed and the number
and nature of all material violations. On an annual basis, the Review
Officer shall prepare a report identifying any recommended changes in
existing restrictions or procedures based upon the Adviser's experience
under this Code, evolving industry practices and developments in applicable
laws or regulations. The Alternative Review Officer shall prepare separate
reports with respect to compliance by the Review Officer.
17. SANCTIONS.
Any violation of the substantive or procedural requirements of this Code
shall result in the imposition of such sanctions as the Adviser may deem
appropriate under the circumstances, which may include, but are not limited to,
removal or suspension from office, termination of employment, a letter of
censure, referred to the Commission and/or other civil and criminal authorities
and/or restitution to the effected client of an amount equal to the advantage
the offending person shall have gained by reason of such violation.
18. RECORDKEEPING REQUIREMENTS.
The Adviser shall maintain and preserve:
a. a copy of this Code (and any prior code of ethics that was in effect at
any time during the past five years) in an easily accessible place for a
period of five years;
b. a record of any violation of this Code and of any action taken as a
result of such violation in an easily accessible place for a period of five
years following the end of the fiscal year in which the violation occurs;
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c. a copy of each report (or computer printout) submitted under this Code
for a period of not less than five years, (and those reports submitted
during the previous two years must be maintained and preserved in an easily
accessible place);
d. in an easily accessible place, a list of all persons who are, or within
the past five years were, required to make reports pursuant to this Code;
and
e. a written record of any decision, and the reasons supporting the
decision, to approve the acquisition by an access person of any security in
[AN INITIAL PUBLIC OFFERING OR] private placement transaction in an easily
accessible place for a period of not less than five years following the end
of the fiscal year in which the approval was granted.
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