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Exhibit (p)
ASTER INVESTMENT MANAGEMENT COMPANY, INC.
ASTER CAPITAL MANAGEMENT, INC. AND
MERIDIAN FUND, INC.
CODE OF ETHICS
INTRODUCTION
This Code of Ethics, (the "Code") has been adopted by Aster Investment
Management Company, Inc. ("AIM, Inc."), Aster Capital Management, Inc. ("ACM,
Inc.") and Meridian Fund, Inc.(the "Fund") primarily for the purpose of
providing rules for directors, officers and employees with respect to their
personal securities transactions. In particular, ACM, Inc. and Meridian Fund,
Inc. are each required to adopt a code of ethics in accordance with Rule 17j-1
under the Investment Company Act of 1940 (the "1940 Act").
I have read and agree to comply with the Code of Ethics of AIM, Inc., ACM,
Inc., and Meridian Fund, Inc.
___________________________ _________________________________________________
Print Name Signature
___________________________
Date
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ASTER INVESTMENT MANAGEMENT COMPANY, INC.,
ASTER CAPITAL MANAGEMENT, INC. AND
MERIDIAN FUND, INC.
Code of Ethics
Introduction
This Code of Ethics (the "Code") has been adopted by Aster Investment
Management Company, Inc., ("AIM, Inc.") Aster Capital Management, Inc. ("ACM,
Inc.") and Meridian Fund, Inc.(the "Fund") primarily for the purpose of
providing rules for directors, officers and employees with respect to their
personal securities transactions. ACM, Inc. and the Fund are each required to
adopt a code of ethics in accordance with Rule 17j-1 under the Investment
Company Act of 1940 (the "1940 Act").
AIM, Inc. and ACM, Inc. are also registered investment advisers under the
Investment Advisers Act of 1940 (the "Advisers Act"), and as such, AIM, Inc. and
ACM, Inc. and their directors, officers and employees are subject to certain
standards of conduct with respect to activities relating to all of AIM, Inc.'s
and ACM, Inc.'s advisory clients.
AIM, Inc. and ACM, Inc. are sometimes individually referred to as "the
Adviser" or "Investment Adviser" and collectively as "the Advisers".
Background
The investment management industry is closely regulated under the
provisions of the Advisers Act and the 1940 Act, and by the regulations and
interpretations of the Securities and Exchange Commission (the "SEC") under
those statutes. Transactions in securities are also governed by the provisions
of the Securities Act of 1933 (the "Securities Act"), and the Securities
Exchange Act of 1934 (the "Exchange Act") as well as by state laws. The rules of
conduct set forth in this Code are based in large part on rules of law and legal
concepts developed under those statutes. These legal concepts do not remain
static, and further developments of the law in these areas may be expected. The
employees of AIM, Inc., ACM, Inc. and the Fund will conduct business so as to
avoid not only any violation of law but also any appearance of violation or
grounds for criticism.
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Persons Subject to this Code of Ethics
Rule 17j-1 under the 1940 Act requires that a code of ethics be established
to govern certain personal trading activities of directors, officers and
employees of an investment company and its adviser. These persons are referred
to in this Code as Access Persons. The term "Access Person" is more specifically
defined later in this Code.
Separately, the Advisers Act requires under Rule 204-2 that "Advisory
Representatives" of an adviser file quarterly reports of personal trading
activities. Further, Section 204A of the Advisers Act requires investment
advisers to adopt policies to prevent insider trading and the misuse of
material, non-public information by their employees and other "Associated
Persons". "Advisory Representative" and "Associated Persons" are defined later
in this Code.
This Code is intended to serve as the required Code of Ethics for AIM,
Inc., ACM, Inc., and the Fund. It also establishes policies and procedures for
preventing insider trading by the personnel of AIM, Inc. and ACM, Inc. and for
preventing misuse of material, non-public information by those persons.
Legal Concepts
Important legal concepts under which the Advisers and the Fund conduct
their businesses are described below.
(a) Fiduciary Duty. Investment advisers owe a fiduciary duty to their
clients. This means a duty of loyalty, fairness and good faith toward clients,
and a corresponding duty on the part of the Adviser not to do anything
prejudicial to or in conflict with the interests of clients. This is a higher
standard than that applicable to ordinary arm's length business transactions
between persons who do not owe a fiduciary duty to the other parties. Fiduciary
principles reflect the following: (1) the duty at all times to place the
interests of the Fund's shareholders, and ,in the case of Access Persons of ACM,
Inc. or AIM, Inc., other advisory clients, first; (2) the requirement that all
personal securities transactions be conducted consistent with the Code of Ethics
and in such a manner as to avoid any actual or potential conflict of interest or
any abuse of an individual's position of trust and responsibility; and (3) the
fundamental standard that investment company and investment advisory personnel
should not take inappropriate advantage of their positions.
(b) Fraud and Deceit; Inside Information. The
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various securities laws contain broad provisions prohibiting fraud or deceit or
"any manipulative or deceptive device or contrivance" in connection with
securities transactions and giving of investment advice. It is under these broad
general provisions that the SEC and private individuals have successfully
brought many of the important cases in the securities field that have received
so much publicity in recent years, including cases on improper use of material,
non-public ("inside") information (as defined below). The Advisers Act requires
investment advisers to adopt, maintain and enforce written policies and
procedures to prevent insider trading by directors, officers and employees. The
policies and procedures in this Code are intended to meet this requirement. The
Fund's directors, officers and employees and other participants in securities
market activity are also prohibited from trading securities on the basis of
insider information.
(c) Underwriting, Manipulation. Although not discussed elsewhere in this
Code, Access Persons should be extremely careful not to engage in any
activities, particularly in connection with new offerings, that could be
construed as participating as an underwriter in violation of the Securities Act.
Care must always be taken to avoid market manipulation, which is strictly
prohibited by law.
These general prohibitions are basically the same as those in the federal
securities laws, and are intended to reflect the expansive and flexible nature
of the restrictions which are applicable to the activities of the Advisers and
the Fund.
Scope of the Code of Ethics
The Code covers two general topic areas. First, it includes some broad
prohibitions against fraudulent conduct in connection with the Fund or any other
client of AIM, Inc. and ACM, Inc. Because fraudulent conduct can take many forms
as noted above, the Code cannot reasonably contain an all-inclusive list of
actions or omissions.
Second, the Code includes specific rules, restrictions and reporting
obligations with respect to personal securities transactions. These restrictions
have been adopted for the purpose of better avoiding any conflicts of interest,
or any appearances of conflicts of interest, between the securities trading
which AIM, Inc. and ACM, Inc. undertake on behalf of Meridian Fund, Inc. and any
other client and personal securities trading by the directors, officers and
employees of AIM, Inc. and ACM, Inc. and other persons subject to this Code. The
rules are intended to better assure that trading on behalf of clients is given
priority over trading for personal accounts, and
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that trading for personal accounts does not take place at a time which could
adversely affect the trading for clients. These rules are also intended to
better assure that the Advisers' personnel do not misuse material, non-public
information concerning issuers or securities. This misuse might, for example,
take the form of either personal securities trading or "tipping" other persons
concerning the material, non-public information.
As required by the 1940 Act and/or the Advisers Act, certain persons
covered by this Code are also required to file with AIM, Inc., ACM, Inc. or the
Fund quarterly reports of their personal securities transactions. These reports
will be reviewed by the Compliance Officer at AIM, Inc., ACM, Inc. or the Fund,
as appropriate, to determine whether the information suggests any possible
violation of this Code. These reports also are reviewed by the staff of the SEC
when the SEC undertakes compliance examinations of AIM, Inc., ACM, Inc. or the
Fund. In addition to better ensuring compliance with this Code, the reporting
requirements serve to create greater consciousness of possible conflicts and, at
the same time, provide a means to detect and correct possible problems. The
reporting system is an essential part of this Code and must be strictly adhered
to, without exception.
The following information is provided regarding other important aspects of
the operation of the Code.
Penalties. Under the various federal securities statutes, penalties that
may be imposed for insider trading or other violations include civil liability
for damages, temporary suspension or permanent prohibition from engaging in
various aspects of the securities or investment advisory businesses and criminal
penalties.
Enforcement of the Code. The enforcement of these rules and procedures is
the responsibility of the Compliance Officer of the Advisers and the Fund. The
Compliance Officer shall be an officer or employee of ACM, Inc., AIM, Inc.
and/or the Fund other than the President and may be the same person for both the
Advisers and the Fund. The Compliance Officer is responsible for ensuring that
the rules and procedures as detailed in this Code are followed with respect to
the Advisers and the Fund. As this Code emphasizes, personal trading must always
be carried on in good judgment and good faith. It is obvious that all possible
situations cannot be covered by this Code and that under special circumstances
exceptions may occasionally be appropriate. Any Access Person contemplating a
transaction, or anyone who has any other question as to any part of this Code or
the Advisers' policy should consult with the Compliance Officer. If the
Compliance Officer is absent or
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unavailable, his office will refer the employee to the Assistant Compliance
Officer, or a senior manager of the Adviser or the Fund, as appropriate, for
assistance in this regard.
Code Violations. A person charged with a violation of this Code will have
the opportunity to meet with the Compliance Officer, at which time such person
shall have the opportunity, orally or in writing, to deny any and all charges,
set forth mitigating circumstances, and set forth reasons why the sanctions for
any violations should not be severe. The Counsel to the Advisers and to the Fund
shall be advised promptly of the initiation and outcome of any enforcement
actions hereunder.
Upon determining that a material violation of this Code of Ethics has
occurred, AIM, Inc., ACM, Inc. or the Fund as the case may be, may impose such
sanctions as it deems appropriate, including, among other matters a letter of
censure or suspension or termination of the employment of the violator. All
material violations of this Code of Ethics and any sanctions imposed with
respect thereto will be reported periodically (not less frequently than
annually) to the board of directors of the Fund.
This Code of Ethics includes requirements for an initial certification of
securities holdings at the time of hire, pre-approval of personal securities
trades, quarterly reports of personal securities transactions, and an annual
certification of all personal securities holdings. Late reports, unreported
transactions, unapproved transactions and repeated violations of the Code of
Ethics are all bases upon which sanctions may be imposed as generally described
above.
Under certain circumstances, profits received by an Access Person in
connection with unapproved securities transactions may have to be disgorged and
paid over to Meridian Fund, Inc., and/or clients of the Advisers allocated
proportionately, as appropriate and reasonable, based on their relative
positions in the related securities.
1. Definitions.
1.1 "Access Person" (1940 Act, Rule 17j-1)
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means any director, officer, or Advisory Person of the Fund or of the Fund's
investment adviser, where Advisory Person is defined as any employee of the Fund
or investment adviser (or any company in a control relationship to the Fund or
investment adviser) who, in connection with his or her regular functions or
duties, makes, participates in, or obtains information regarding the purchase or
sale of securities by the Fund, or whose functions relate to the making of any
recommendations with respect to the purchases or sales. Further, Advisory Person
includes any natural person in a control relationship to the Fund or investment
adviser who obtains information concerning recommendations made to the Fund with
regard to the purchase or sale of securities by the Fund.
1.2 "Advisory Representative"(Advisers Act, Rule 204-2(a)12(iii)) means:
any officer or director of the Advisers; any employee of the Advisers who makes
or participates in making any recommendation, or whose functions or duties
relate to the determination of which recommendations are made. Additionally,
Advisory Representative includes any of the following persons who, in connection
with their duties, obtain any information concerning which securities are being
recommended prior to the effective dissemination of such recommendations:
(I)employees of the Investment Adviser, (II) any person in a control
relationship to the Investment Adviser, (III)any affiliated person of such
controlling person and (IV) any affiliated person of such affiliated person.
1.3 "Affiliated Person" of another person(1940 Act, Section 2(a)(3)) means:
(a) any person directly or indirectly owning, controlling, or
holding with power to vote, 5% or more of the outstanding voting securities of
such other person;
(b) any person 5% or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held with power to
vote, by such other person;
(c) any person directly or indirectly controlling,
controlled by, or under common control with, such other person; and
(d) any officer, director, partner, co-partner or
employee of such other person.
1.4 "Associated Person" (Advisers Act, Section 202(a)(17)) means any
officer or director of AIM,
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Inc. or ACM, Inc. (or any person occupying a similar status performing similar
functions), any person directly or indirectly controlling, controlled by, or
under common control with AIM, Inc. or ACM, Inc., or any employee thereof.
1.5 "Investment Personnel" (1940 Act, Rule 17j-7) means any employee of the
Fund or the Advisers 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 the Fund. It also includes any natural person who
controls the Fund or Advisers and who obtains information concerning
recommendations made regarding the purchase or sale of securities by the Fund.
1.6 "Beneficial Ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions of Section
16 of the Exchange Act.
In general, a person is considered to have "beneficial ownership" of
securities when that person (a) has the power to dispose of or to vote such
securities, and (b) when that person has a pecuniary (i.e., economic) interest
in the securities.
1.7 "Control", as defined in Section 2(a)(9) of the 1940 Act, means the
power to exercise a controlling influence over the management or policies of a
company, unless such power is solely the result of an official position with
such company. Any person who owns beneficially, either directly or through one
or more controlled companies, more than 25% of the voting securities of a
company is presumed to control such company.
1.8 "Disinterested Director" means a director of the Fund who is not an
"interested person" of the Fund within the meaning of section 2(a)(19) of the
1940 Act.
1.9 "Security" shall have the meaning set forth in Section 2(a)(36) of the
1940 Act.
1.10 "Purchase or Sale of a Security" includes, among other acts, the
writing or acquisition of an option to purchase or sell a Security.
1.11 "Insider" means an Access Person or Associated Person of AIM, Inc.,
ACM, Inc. or the Fund, or any Affiliated Person thereof, or any member of his or
her immediate family. Additionally, a person is deemed an "Insider" if he enters
into a special confidential relationship in the conduct of the affairs of AIM,
Inc.,
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ACM, Inc. or the Fund, or any Affiliated Person thereof, and as a result is
given access to material, non-public information. Examples of such insiders
include accountants, consultants, advisors, attorneys, bank lending officers,
and the employees of such organizations.
1.12 "Insider Trading" includes the use of material, non-public information
to trade in a Security (whether or not one is an Insider) or the communication
of material, non-public information to others. While the meaning of the term is
not static, "Insider Trading" generally includes:
(a) trading in a Security by an Insider, while in
possession of material, non-public information;
(b) trading in a Security by a person who is not an Insider,
while in possession of material, non-public information, where the information
either was disclosed to such person in violation of an Insider's duty to keep it
confidential or was misappropriated; and
(c) communicating material, non-public information to any
person, who then trades in a Security while in possession of such information.
1.13 "Material information" means information for which there is a
substantial likelihood that a reasonable investor would consider it important in
making investment decisions, or information that is reasonably certain to have a
substantial effect on the price of a company's securities. Examples of material
information include information regarding dividend changes, earnings estimates,
changes in previously released earnings estimates, significant merger or
acquisition proposals of agreements, major litigation, liquidation problems, and
extraordinary management developments.
1.14 "Member of immediate family" means a person's spouse, children under
the age of twenty-five years residing with such person, and any trust or estate
in which such person or any other member of his immediate family has a
substantial beneficial interest, unless neither such person nor any other member
of his immediate family is able to control or participate in the investment
decisions of such trust or estate.
1.15 "Non-public information" means information that has not been
effectively communicated to the market place.
1.16 "Security held or to be acquired" by a registered investment company,
e.g., Meridian Fund, Inc., or by any other client of AIM, Inc. or ACM, Inc.
means any Security which, within the most recent 15 days:
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(a) is or has been held by the Fund or any other client
account of AIM, Inc., or ACM, Inc.; or
(b) is being or has been considered by AIM, Inc. or ACM,
Inc. for purchase by the Fund or any other client
account.
2. General Restrictions
2.1 Restrictions Under Rule 17j-1(b) of the 1940 Act and Prohibited
Transactions
No Access Person, affiliated person of the Fund, or affiliated
person of the Advisers may:
(a) employ any device, scheme or artifice to defraud the
Fund or any other client of AIM, Inc. or ACM, Inc.;
(b) make to the Fund or any other client of AIM, Inc. or
ACM, Inc. any untrue statement of a material fact or omit to state to such
client a material fact necessary in order to make the statements made in light
of the circumstances under which they are made, not misleading;
(c) engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit upon the Fund or any other
client of AIM, Inc., or ACM, Inc.;
(d) engage in any manipulative practice with respect to
the Fund or any other client of AIM, Inc. or ACM, Inc.;
or
(e) knowingly sell any security to the Fund or other clients
or knowingly purchase any security from the Fund or any other client.
Any violation of the above shall be considered a violation of
this Code.
2.2 Restrictions on Short-Term Trading.
The Fund, AIM, Inc. and ACM, Inc. believe that personal short-term trading may
increase the risk of problems related to compliance under this Code. While the
extent of trading is left to an individual's judgment consistent with his or her
objectives and past trading practices, short-term trading activity will be
periodically reviewed. All Investment Personnel and Associated Persons are on
notice
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that such short-term trading practices are restricted, as detailed in section
4.2(b) of this Code. The Fund, AIM, Inc. and ACM, Inc. will require such
individuals to reduce or eliminate short-term trading activity in the case of
any individual whose trading is deemed to be:
(i) excessive, or
(ii) causing or giving the appearance of conflict
of interest with the Fund's or any other client's account.
2.3 Non-public Information. The following issues should be kept in mind
when considering material, non public information:
(a) An Insider shall use due care to ensure that material,
non-public information remains secure and shall not divulge to any person any
material, non-public information, except in the performance of his or her
duties. For example, files containing material, non-public information should be
sealed, and access to computer files containing material, non-public information
must be restricted.
(b) No Insider shall engage in Insider Trading, on his or
her own behalf or on behalf of others.
(c) No Access Person may use any material, non-public
information, no matter how acquired, in his or her own transactions or in the
discharge of his or her responsibilities to the Fund or any other client of AIM,
Inc. or ACM, Inc.
(d) Information about actual purchase or sale decisions,
contemplated purchases or sales, or other transactions under consideration by
AIM, Inc. or ACM, Inc. on behalf of the Fund or any other client, whether or not
actually authorized, must be kept confidential. Access Persons shall not divulge
to any person contemplated or completed securities transactions of the Fund or
any other client of the Adviser, except in the performance of his or her duties,
unless such information previously has become a matter of public knowledge.
Research information on portfolio issues must not be divulged to persons who do
not have a need to know such information in connection with their employment by
AIM, Inc., ACM, Inc. or the Fund. In addition, information about clients is
confidential and must not be disclosed. Access Persons must use care in keeping
information confidential.
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Questions regarding whether the information is material and/or
non-public may be directed to the Compliance Officer.
3. Restrictions on Personal Securities Transactions.
3.1 Direct or Indirect Beneficial Ownership. Purchases and sales of
Securities (other than Securities, or transactions in Securities, described in
sub-sections 3.2 or 3.3, below) by an Access Person for his or her own account,
for the account of a member of his or her family or for any account in which
such Access Person or a member of his or her family may have a direct or
indirect beneficial ownership interest, are in certain cases subject to the
personal securities transaction rules described in Section 4 below. Most of such
transactions are also subject to the reporting requirements of Section 5 below.
3.2 Exempted Securities. Notwithstanding subsection 3.1, trading in the
following securities is exempted from the prior clearance requirements and other
restrictions of Section 4 hereof:
(a) U.S. Government securities;
(b) Short-term money market instruments such as bankers'
acceptances, repurchase agreements and commercial paper;
(c) Bank certificates of deposit and bank deposit
accounts; and
(d) Shares of open-end investment companies registered under
the 1940 Act, including Meridian Fund, Inc.'s funds. This exception means that
Access Persons may, without prior clearance, purchase and redeem the shares of
Meridian Fund, Inc.'s funds and other open-end mutual funds, including
redemptions through the use of a checkwriting arrangement with the mutual fund.
You should note, however, that quarterly reports required in Section 5 will have
to include all transactions by an Access Person in the shares of Meridian Fund,
Inc.'s funds, including purchases and redemptions (which includes redemptions
through check writing). Purchases and redemptions of the shares of other
open-end investment companies are exempt from the quarterly reporting
requirement, but transactions in the shares of closed-end mutual funds and unit
investment trusts must be both pre-approved and reported quarterly.
3.3 Exempted Transactions. Notwithstanding subsection 3.1, the following
transactions are exempted from the prior clearance requirements and other
restrictions of Section 4 hereof:
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(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 of securities which are not
eligible for purchase or sale by the Fund or any other client of AIM, Inc. or
ACM, Inc.
(c) Purchases or sales which are nonvolitional.
(d) Purchases which are part of an automatic dividend
reinvestment plan.
(e) 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.
(f) Transactions by Access Persons who are participants in
AIM, Inc.'s Profit Sharing Plan with respect to the investment options in such
plan, including enrollments, contributions and transfers among investment
options.
(g) Purchases or sales which receive the prior approval
of the Compliance Officer of AIM, Inc. or ACM, Inc. on the basis that the
potential for harm to the Fund or other clients of AIM, Inc. or ACM, Inc. is
remote because the transactions would be very unlikely to affect market price or
liquidity, or because they clearly are not related economically to the
securities to be purchased, sold or held by the Fund or other clients of AIM,
Inc. or ACM,Inc.
(h) Transactions resulting from a buy out/tender offer,
as long as they are involuntary to the holder.
3.4 Special Rule for Disinterested Directors.
Notwithstanding any other provisions hereof, Disinterested
Directors of the Fund are not subject to the requirements of Sections 2.2, 4 and
5 hereof. However, a Disinterested Director is subject to the quarterly
reporting requirements of Section 5.1, if he or she knew, or, in the ordinary
course of fulfilling his or her official duties as a Disinterested Director,
should have known that during the 15-day period immediately preceding or after
the date of the director's transaction in a security that such security was or
was to be purchased or sold by the Fund or such purchase or sale by the Fund was
considered by the Fund, AIM,Inc. or ACM,Inc.
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4. Restrictions on Personal Securities Transactions.
4.1 Prior Clearance Procedure.
(a) Prior to effecting a transaction in a Security, (other
than those Securities exempted under Sections 3.2 and 3.3 above), Investment
Personnel must notify in writing the Compliance Officer of the proposed
transaction, including the name, title, and amount of the Security involved,
using the Pre-Approval Form. The Compliance Officer shall a) confirm with the
appropriate portfolio manager that the security has not been traded within the
past seven calendar days, and is not under consideration for trading, and b)
otherwise determine whether such proposed transaction would or would not be
consistent with this Code. Such conclusion shall be promptly communicated in
writing to the Access Person making such request, at which point the Access
Person may execute the trade if approved. Any approval which is granted will be
good for one business day only, following which the approval will no longer be
valid and Investment Personnel will be required to reapply for approval if the
pre-approved transaction has not been executed. Absent extraordinary
circumstances, no such person shall be deemed to have violated this Code for
effecting a securities transaction if such person has been advised in writing by
the Compliance Officer that the transaction would be consistent with this Code.
The Fund, AIM, Inc. and ACM, Inc. shall maintain written records of actions
under this sub-section 4.1, which records shall be made available in the manner
required by Rule 17j-1 of the 1940 Act and Rule 204-2 of the Advisers Act.
(b) Private Placement Transactions. The prior clearance
procedure described in subsection (a) above includes transactions by Investment
Personnel in a private placement. In connection with a private placement
acquisition, the Compliance Officer and the portfolio manager will take into
account, among other factors, whether the investment opportunity should be
reserved for the Fund and its shareholders, or any other client of an Adviser,
and whether the opportunity is being offered to Investment Personnel by virtue
of their position with the Fund or an Adviser. Such persons who have been
authorized to acquire securities in a private placement will, in connection
therewith, be required to disclose that investment if and when such persons take
part in the Fund's, or any other client's subsequent investment in the same
issuer. In such a circumstance, the determination by the Fund to purchase
securities of that issuer will be subject to an independent review by personnel
of the Adviser with no personal interest
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in the issuer.
4.2 Limitations on Prior Clearance of Purchases and Sales of Securities.
(a) Personal Trading Blackout Periods. Investment Personnel
may not be granted prior clearance to execute a securities transaction on a day
during which the Fund or another client account has a pending "buy" or "sell"
order in that same security until that order is executed or withdrawn. In
addition, Investment Personnel may not buy or sell a security within at least
seven calendar days before and after the Fund or another client account has
traded in that security. In addition to any other sanctions that may be imposed,
any profits realized by Investment Personnel on trades within these periods must
be disgorged by such person to the benefit of the Fund and/or any other clients
of the Advisers.
(b) Restrictions on Short-Term Trading. In addition to the
blackout periods described above in subsection (a), Investment Personnel will
not be allowed to purchase and sell, or sell and purchase, the same (or
equivalent) securities within sixty (60) calendar days. In the event that this
restriction is violated absent extraordinary approval received in accord with
this Code of Ethics, any profits realized on such "short-term" trades will be
required to be disgorged to the benefit of Meridian Fund, Inc. and/or any other
clients of the Advisers.
4.3 Other Transactions and Restrictions.
(a) Short Sales. Short sales are permitted by Investment
Personnel provided the requirements of this Section 4 are met.
(b) Convertible Securities and Commodity or Securities
Derivatives. The foregoing restrictions in this Section 4 also apply to any
purchase or sale of a security which is convertible into, exchangeable or
exercisable for a security, securities, index or commodity that is being
purchased or sold, or is actively being considered for, purchase or sale, for
the Fund and/or any other client account of the Advisers.
(c) Purchases of Securities During an Initial Public Offering.
Investment Personnel are prohibited from acquiring any securities in an initial
public offering (IPO) or "hot issue". This restriction is imposed in order to
preclude any possibility of Investment Personnel profiting improperly from their
position on behalf of the Fund and/or any other client account of the Advisers.
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(d) Service as a Director. Access Persons of the Advisers are
prohibited from serving on the boards of directors of publicly traded companies,
absent prior authorization in accord with the general procedures with this Code
of Ethics relating to personal securities transactions. The consideration of
prior authorization will be based upon a determination that the board service
would be consistent with the interests of the Fund and its shareholders, or any
other clients of the Advisers. In the event that board service is authorized,
Access Persons serving as directors should expect to be isolated from other
Access Persons making investment decisions with respect to the securities of the
company in question, through the use of "Chinese Wall" or other appropriate
procedures to be considered and placed into effect at the time.
5. Reporting and Certification Requirements.
5.1 Quarterly Reports. Records of the personal securities transactions
described in Section 3 must be prepared and filed by each Access Person with the
Compliance Officer within ten calendar days after the end of each calendar
quarter. Each report must contain the following information:
(a) 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 security involved;
(b) the nature of the transaction (e.g., purchase, sale,
or any other type of acquisition or disposition);
(c) the price of the security at which the transaction
was effected; and
(d) the name of the broker, dealer or bank with or
through whom the transaction was effected.
If no transactions have occurred during the period, the report
shall indicate this.
The Compliance Officer's personal trading must be reviewed by
a Vice President or other officer of the Adviser and the Fund or in their
absence the President of the Adviser and the Fund. The results of the quarterly
reporting and review procedure and the related documentation must be reviewed by
a Vice President or other officer of the Adviser and the Fund or in their
absence the President of the Adviser and the Fund. These reviews will be
documented by the reviewing party.
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At the option of the reporting person, the SEC allows the
quarterly report to contain a statement declaring that the reporting of any
transaction is not to be construed as an admission by the reporting person that
he or she has any direct or indirect beneficial ownership in the security. Using
that disclaimer language may be useful in an unclear situation to avoid a
potential risk in not reporting a transaction while at the same time avoiding
prejudicing any position the person may take or later seek to take with respect
to ownership status.
5.2 Reports of Violations. In addition to the quarterly reports required
under this Section 5, Associated Persons and Access Persons promptly shall
report any transaction which is, or might appear to be in violation of this
Code. Such report shall contain the information required in quarterly reports
filed pursuant to sub-section 5.1.
5.3 Exemptions from Quarterly Reporting. Quarterly Reports are not required
with respect to any of the following:
(a) transactions in securities which are direct
obligations of the United States;
(b) transactions in securities of registered open-end
investment companies other than Meridian Fund, Inc.'s funds;
(c) transactions over which the reporting person does not
have any direct or indirect influence or control;
(d) transactions by Access Persons who are participants in
AIM, Inc.'s Profit Sharing Plan with respect to the investment options in such
plan, including enrollments, contributions and transfers among investment
options.
Please note that there are categories of securities, or
particular transactions, which are not subject to the restrictions of Section 4
above (e.g., purchases under an automatic dividend reinvestment plan) but which
are subject to the reporting requirements of this Section 5.
5.4 Initial and Annual Disclosure of Personal Holdings. Upon becoming an
Access Person of AIM, Inc., ACM, Inc. or the Fund, each Access Person will
disclose in writing all personal securities holdings beneficially owned by the
Access Person. In addition, each Access Person will submit on an annual basis an
updated listing of those personal securities holdings. Forms for this purpose
are
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available from the Compliance Officer, and are to be completed and returned to
the Compliance Officer. The annual updated lists are to be submitted no later
than February 15 with a listing as of the immediately preceding December 31
year-end date.
These lists are to include all personal securities holdings
beneficially owned by the Access Person, which may include securities that are
exempt from the prior clearance procedures in Section 4 and from the quarterly
transaction reporting requirements in accord with Section 5.
5.5 Administration of Code. On an annual basis, Meridian Fund, Inc., AIM,
Inc. and ACM, Inc. must furnish to the Fund's board of directors, and the board
of directors must consider, a written report that:
(a) Describes any issues arising under the Code of Ethics 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
(b) Certifies that the Fund, AIM, Inc. and ACM, Inc., as
applicable, have adopted procedures reasonably necessary to prevent Access
Persons from violating the Code.
6. Other Rules.
6.1 Gifts and Other Preferential Treatment. An Access Person may not in
relation to the business of AIM, Inc. or ACM, Inc. seek or accept from any
broker or dealer, other financial institution or supplier or contractor to AIM,
Inc. or ACM, Inc.,
(a) any gifts of material value (i.e., in excess of $200
per year), or
(b) any sort of preferential treatment from, or special
arrangements with the institution or supplier.
Any Access Person who receives an offer for a gift or bequest
of material value from any such party should promptly report it to the
Compliance Officer.
6.2 Finder's Fees. Access Persons of the Advisers should not become
involved in negotiations for corporate financing, acquisitions or other
transactions for outside companies (whether or not held by the Fund or any other
client of AIM, Inc. or ACM, Inc.) without the prior permission of the Compliance
Officer. Specifically, no finder's or similar fee in connection with any such
transactions may be negotiated or accepted without prior
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permission.
7. Sanctions.
Careful adherence to this Code is one of the basic conditions
of employment or continued service as a director or officer, as the case may be,
by AIM, Inc., ACM, Inc. and the Fund. As noted at the beginning of this Code, an
Access Person is liable to be subject to sanctions for conduct inconsistent with
this Code.
In addition, as pointed out in the section entitled
"Background" on page 1 of this Code, certain violations of this Code (including
the late filing of quarterly reports) may also involve violation of laws, with
the possibility of civil and/or criminal penalties. Among other matters,
penalties for insider trading and misuse of material, non-public information
include civil injunctions, treble damages, disgorgement of profits, jail
sentences, fines for the person who committed the violation of up to three times
the profit gained or loss avoided whether or not the person actually benefitted
and fines for the employer or other controlling person of up to $1 million or
three times the amount of the profit gained or loss avoided.
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8. Acknowledgement:
I have read the Code of Ethics in its entirety and I agree to abide by the
terms thereof.
________________________________________________________________________________
Richard F. Aster, Jr. Date
________________________________________________________________________________
Michael S. Erickson Date
________________________________________________________________________________
James B. Glavin Date
________________________________________________________________________________
Michael Stolper Date
________________________________________________________________________________
Herbert C. Kay Date
________________________________________________________________________________
Gregg B. Keeling Date
________________________________________________________________________________
Kevin C. O'Boyle Date
________________________________________________________________________________
Date
________________________________________________________________________________
Date
________________________________________________________________________________
Date
________________________________________________________________________________
Date
________________________________________________________________________________
Date
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