Exhibit (p)(1)
NVEST FUNDS TRUST I
NVEST FUNDS TRUST II
NVEST FUNDS TRUST III
NVEST CASH MANAGEMENT TRUST
NVEST TAX EXEMPT MONEY MARKET TRUST
NVEST COMPANIES TRUST I
DATED AUGUST 25, 2000
CODE OF ETHICS
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In order to ensure that all acts, practices and courses of business engaged
in by personnel of the above-named trusts (the "Trusts"), their advisers,
subadvisers and underwriters reflect high standards of conduct and comply with
the requirements of Section 17(j) of the Investment Company Act of 1940, as
amended (the "1940 Act")and Rule 17j-1 thereunder, the Boards of Trustees of
each Trust has determined that the Trust shall adopt this Code of Ethics.
It is the policy of each Trust that all Trust personnel, its advisers,
sub-advisers and principal underwriter should (1) at all times place the
interests of fund shareholders first; (2) conduct all personal securities
transactions in a manner that is 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 the individual's position of trust and responsibility; and (3) adhere to the
fundamental standard that Trust personnel, advisers, sub-advisers and
underwriters should not take inappropriate advantage of their position.
Each of the Advisers and the Underwriters, as defined below, imposes
reporting and review requirements and restrictions on the personal securities
transactions of its personnel. The Trustees have determined that, in addition to
the requirements of this Code of Ethics, the standards and reporting and review
requirements established by these organizations will be appropriately applied by
each Trust to those of its officers and those of its Trustees who are affiliated
with these organizations.
The provisions of the codes and policies of the Advisers and the
Underwriters, as defined below, are incorporated in this Code of Ethics as the
provisions applicable to officers, Trustees or advisory persons of the Fund who
are officers, partners, directors or employees of these organizations. A
violation of any such incorporated code or policy by any officer, Trustees or
advisory persons of the Fund who are officers, partners, directors or employees
of these organizations covered by that code or policy with respect to personal
securities transactions or holdings reports covered herein shall constitute a
violation of this Code.
1. Definitions
(a) "Access person" means any trustee, officer, general partner or
advisory person of a Fund.
(b) "Adviser" means each entity that serves as an investment adviser or
sub-adviser to any Fund.
(c) "Advisory person" means (i) any employee of a 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 Covered Securities by a Fund, or whose
functions relate to the making of any recommendations with respect to such
purchases or
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sales; and (ii) any 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 Covered Securities by the Fund.
(d) "Control" has the same meaning as in Section 2(a)(9) of the 1940
Act.
(e) "Covered Security" means a security as defined in section 2(a)(36)
of the 1940 Act, 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 shares issued by open-end investment
company registered under the 1940 Act.
(f) "Disinterested Trustee" means a Trustee of a Fund who is not an
"interested person" of the Fund within the meaning of Section 2(a)(19) of the
1940 Act.
(g) "Fund" or "Funds" means one or more series of Nvest Funds Trust I,
Nvest Funds Trust II, Nvest Funds Trust III, Nvest Cash Management Trust, Nvest
Tax Exempt Money Market Trust, and Nvest Companies Trust I.
(h) "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a Covered Security.
(i) "Security held or to be acquired" by a Fund means any Covered
Security which, within the most recent 15 days, (i) is or has been held by the
Fund, or (ii) is being or has been considered by the Fund or its Adviser for
purchase by the Fund; and (iii) any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered Security described in section
(i) and (ii) of this item (k).
(j) "Underwriter" means the principal underwriter with respect to Nvest
Funds Trust I, Nvest Funds Trust II, Nvest Funds Trust III, Nvest Cash
Management Trust, Nvest Tax Exempt Money Market Trust and Nvest Companies Trust
I.
2. Exempted Transactions
The prohibitions of Section 3 of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the
access person has no direct or indirect influence or control.
(b) Purchases or sales which are non-volitional on the part of
either the access person or the Fund.
(c) Purchases which are part of an automatic dividend
reinvestment plan.
(d) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sales of such
rights so acquired.
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3. Prohibitions
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
acquires, any direct or indirect beneficial ownership and which he or she knows
or should have known at the time of such purchase or sale:
(a) is being considered for purchase or sale by the Fund; or
(b) is being purchased or sold by the Fund.
4. Reporting
(a) Every Access Person shall report to the Fund the information
described in Section 4(d) and (e) of this Code with respect to portfolio
holdings and transactions in any security in which such access person has, or by
reason of such transaction acquires, any direct or indirect beneficial ownership
in the security; provided, however, that an access person shall not be required
to make a report with respect to portfolio holdings or transactions effected for
any account over which such person does not have any direct or indirect
influence or control.
(b) Notwithstanding Section 4(a) of this Code, an access person need not
make reports where the reports would duplicate information reported pursuant to
Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940 or
pursuant to codes of ethics or policies and procedures with respect to the flow
and use of material nonpublic (inside) information adopted by an Adviser or an
Underwriter (collectively, "Adviser's or Underwriter's Codes"). Reports which
have been filed with an Adviser or Underwriter shall be subject to inspection by
appropriate representatives of the Fund, including the President and Secretary
of the Fund, and the Adviser and Underwriter shall promptly notify the President
and Secretary of the Fund in writing of any violation of this Code or of an
Adviser's or Underwriter's Code.
(c) A Disinterested Trustee of the Fund is not require to provide an
initial or an annual holdings report , and need only provide a quarterly
transaction report if such Trustee, at the time of that transaction, knew or, in
the ordinary course of fulfilling his or her official duties as a Trustee of the
Fund, should have known that, during the 15-day period immediately preceding the
date of the transaction by the Trustee, such Covered Security was purchased or
sold by the Fund or was being considered by the Fund or its investment adviser
for purchase or sale by the Fund.
(d) Quarterly transaction reports shall be made not later than 10 days
after the end of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following information:
(i) Any securities accounts opened through a bank or
broker-dealer during the reporting period.
(ii) The date of any transactions, the title and the number of
shares, and the principal amount of each Covered Security
involved;
(iii) The nature of the transaction(s) (i.e., purchase, sale or
any other type of acquisition or disposition);
(iv) The price at which the transaction(s) was effected;
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(v) The name of the broker, dealer or bank with or through whom
the transaction was effected; and
(vi) Identification of factors potentially relevant to a
conflict of interest analysis, of which the access person is
aware, including the existence of any substantial economic
relationship between his or her transactions and transactions of
or securities held or to be acquired by the Fund.
(e) Any such reports may contain a statement that the reports shall not
be construed as an admission by the person making such reports that he or she
has any direct or indirect beneficial ownership in the security to which the
report relates.
5. Sanctions
Upon discovering a violation of this Code, the Board of Trustees of the
Fund and/or the Adviser or the Underwriter may impose such sanctions as it or
they deem appropriate, including, inter alia, a letter of censure or suspension
or termination of the relationship to the Fund or of the employment by the
Adviser or the Underwriter of the violator. Any material sanctions imposed by an
Adviser or an Underwriter with respect to this Code or to an Adviser's or
Underwriter's Code shall be annually reported to the Board of Trustees of the
Fund.
6. Review by Boards of Trustees
(a) The Boards of Trustees including a majority of Disinterested
Trustees, must approve this code of ethics, the code of ethics of each
investment adviser and principal underwriter of the Fund, and any material
changes to these codes based upon a determination that the code contains
provisions reasonably necessary to prevent access persons from engaging in any
prohibited conduct as described in Rule 17j-1(b) under the 1940 Act and before
approving a code of a Fund, investment adviser or principal underwriter or any
amendment to the Code, the Board of Trustees must receive certification from the
Fund, the investment adviser or principal underwriter that it has adopted
procedures reasonably necessary to prevent access persons from violating the
investment adviser's or principal underwriters code of ethics.
(b) No less frequently than annually, every Fund must furnish to the
Fund's Board of Trustees and the Board of Trustees must consider, a written
report that:
(i) Describes any issues arising under the code of ethics or
procedures since the last report to the Board of Trustees,
including but not limited to, information about material
violations of the code or procedures and sanctions imposed in
response to the material violations; and
(ii) Certifies that the Fund has adopted procedures reasonably
necessary to prevent access persons from violating the code.
