MARKET STREET FUND INC
485APOS, EX-99.B.23.P.15, 2000-11-02
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                                                                  Item 23(p)(xv)

                        WILSHIRE ASSOCIATES INCORPORATED
                             POLICIES AND PROCEDURES
                      INSIDER TRADING AND SECURITIES FRAUD
                             ENFORCEMENT ACT OF 1988



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                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                           <C>
I.  BACKGROUND ............................................................................   1
       A. The Law .........................................................................   1
       B. Capsule Description of Wilshire Associates Incorporated .........................   2

II. WILSHIRES POLICIES AND PROCEDURES
    ESTABLISHED PURSUANT TO THE INSIDER TRADING ACT .......................................   3
       A. Implementation date .............................................................   3
       B. Definitions .....................................................................   3
       C. Penalties .......................................................................   4
       D. General Policies and Procedures .................................................   4
       E. Divisional Policies and Procedures ..............................................   9
                 1. Brokerage Division ....................................................   9
                 2. Consulting Division ...................................................   9
                 3. Asset Management Division (WAM) .......................................  10
                 4. Investment Management Services Division ...............................  12
                    Investment Reporting Services Division ................................  12
                 5. Information Technology Division .......................................  12
                 6. Administrative/Clerical  ..............................................  12

       F. Admonition about consequences if
          employee fails to follow policies and procedures ................................  12
</TABLE>



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I. BACKGROUND

     A.   The Law

          The Insider Trading and Securities Fraud Enforcement Act of 1988 (the
          "Insider Trading Act"), among other things, amended Section 15 of the
          Securities Exchange Act of 1934 by adding the following new subsection

               "(f) Every registered broker or dealer shall establish, maintain,
               and enforce written policies and procedures reasonably designed,
               taking into consideration the nature of such broker's or dealer's
               business, to prevent the misuse in violation of this title, or
               the rules or regulations thereunder, of material, non-public
               information by such broker or dealer or any person associated
               with such broker or dealer. The Commission, as it deems necessary
               or appropriate in the public interest or for the protection of
               investors, shall adopt rules or regulations to require specific
               policies or procedures reasonably designed to prevent misuse in
               violation of this title (or the rules or regulations thereunder)
               of material, non-public information."

          The Insider Trading Act also added the following new section to the
          Investment Advisers Act of 1940:

               "Section 204A. Every investment adviser subject to section 204 of
               this title shall establish, maintain, and enforce written
               policies and procedures reasonably designed, taking into
               consideration the nature of such investment advisers business, to
               prevent the misuse in violation of this Act or the Securities
               Exchange Act of 1934, or the rules or regulations thereunder, of
               material, non-public information by such investment adviser or
               any person associated with such investment adviser. The
               Commission, as it deems necessary or appropriate in the public
               interest or for the protection of investors, shall



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               adopt rules or regulations to require specific policies or
               procedures reasonably designed to prevent misuse in violation of
               this Act or the Securities Exchange Act of 1934 (or the rules or
               regulations thereunder) of material, non-public information."

     B.   Capsule Description of Wilshire Associates Incorporated

          Wilshire Associates Incorporated ("Wilshire") is registered as a
          broker-dealer under the Securities Exchange Act of 1934 and is a
          member firm of the New York Stock Exchange and the American Stock
          Exchange. Wilshire is also registered as an investment adviser under
          the Investment Advisers Act of 1940.

          All of Wilshire's brokerage customers are institutional; Wilshire
          conducts no retail brokerage business, nor does Wilshire give
          investment advice to individuals. Wilshire's Brokerage Division
          executes trades for its customers and for customers introduced by
          other registered broker-dealers who have entered a Securities Clearing
          Agreement with Wilshire.

          Wilshire's Consulting Division provides consulting services to
          corporate and governmental pension and retirement plan sponsors,
          endowments, foundations, and institutions. The Consulting Division
          also provides discretionary asset management services for several high
          net worth non-institutional accounts (no transactions for these
          clients are placed through Wilshire's brokerage department).

          Wilshire's Institutional Services Division provides a variety of
          computerized investment analysis services to institutional money
          managers, custodians, consultants, and a few plan sponsors.

          Wilshire's Asset Management Division primarily manages assets for
          institutional clients and for the Wilshire Target Funds, a family of
          mutual funds, using index funds and other passive management
          techniques. The division also manages accounts for certain high net
          worth non-institutional clients, using a "Cash Alternative Account"
          strategy that utilizes mutual funds in conjunction with index
          futures.

          Wilshire's Information Technology Division is responsible for the
          operation of Wilshire's computer and communications networks and for
          the development and maintenance of financial databases used in various
          Wilshire services.



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II.  WILSHIRE'S POLICIES AND PROCEDURES ESTABLISHED PURSUANT TO THE INSIDER
     TRADING ACT

     A.   Implementation date. Policies and procedures under the Insider Trading
          Act were implemented as of July 10, 1989 by Wilshire Associates, a
          California general partnership which was the predecessor-in-interest
          to Wilshire Associates Incorporated, and were most recently amended
          effective October 1, 1998.

     B.   Definitions

               The term MATERIAL NON-PUBLIC INFORMATION, as used throughout this
               manual of policies and procedures, is defined as follows

               MATERIAL information means information for which there is a
               substantial likelihood that a reasonable investor would consider
               it important in making his or her investment decisions, or
               information which is reasonably certain to have an effect on the
               price of a company's securities.

               Information which should be considered "material" includes, but
               is not limited to, dividend changes, earnings estimates, changes
               in previously released earnings estimates, significant expansion
               or curtailment of operations, a significant increase or decline
               in orders, significant new products or discoveries, extraordinary
               borrowing, purchase or sale of substantial assets, significant
               merger or acquisition proposals or agreements, major litigation,
               liquidity problems, and extraordinary management developments.

               "Material" information does not have to relate to a company's
               business. For example, information about the contents of a
               forthcoming newspaper or magazine article which is expected to
               affect the price of a security should be considered material.
               Similarly, information concerning significant transactions which
               Wilshire's Asset Management Division intends to execute on behalf
               of funds or managed accounts could be material information and is
               prohibited from being communicated.



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               Information is NON-PUBLIC until it has been effectively
               communicated to the marketplace. One must be able to point to
               some fact to show that the information is generally public. For
               example, information appearing in the Dow Jones newswire service,
               Reuters Economic Services, The Wall Street Journal, or other
               publications of general circulation would be considered public.

     C.   Penalties

          Penalties for trading on or communicating material, non-public
          information are severe, both for the individuals involved in such
          unlawful conduct and their employers. A person can be subject to some
          or all of the penalties below even if he or she does not personally
          benefit from the violation. Penalties include:

          -    CIVIL INJUNCTIONS;

          -    TREBLE DAMAGES;

          -    DISGORGEMENT OF PROFITS;

          -    JAIL SENTENCES of up to 10 years;

          -    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 the
               greater of $1,000,000 or three tines the amount of the profit
               gained or loss avoided.

          IN ADDITION, ANY VIOLATION OF THESE WILSHIRE POLICIES AND PROCEDURES
          MAY RESULT IN SERIOUS SANCTIONS BY WILSHIRE, INCLUDING POSSIBLE
          DISMISSAL OF THE PERSONS INVOLVED.

     D.   General Policies and Procedures. The policies and procedures in this
          Section II.D apply to all employees of Wilshire.

          1.   Objective: Restrict and monitor trading in securities relating to
               which Wilshire's employees have, or may have, Material Non-public
               Information.



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               Policy: No Wilshire employee is to trade in any security of any
               corporate client of Wilshire's Consulting Division (other than
               clients of the Wilshire Compass service) or Asset Management
               Division ("Restricted Companies"). This policy shall not prohibit
               (i) indirect ownership through mutual funds or blind trusts or
               (ii) ownership of securities of any Restricted Company acquired
               before the employee became a Wilshire employee or before such
               company became, or before it was known that such company would
               become, a Restricted Company, provided that transactions in any
               such securities shall be subject to the prior written consent of
               Wilshire's Treasurer or General Counsel.

               Implementation Procedures:

               a.   Dissemination of policy. Each Wilshire employee will be
                    informed in writing of the prohibition on owning or trading
                    in any security of a Restricted Company.

               b.   Client List. Wilshire's accounting office will maintain a
                    list of all Restricted Companies. Each Wilshire employee
                    will be provided with this list. The list will be updated
                    from time to time as companies become, or cease to be,
                    Restricted Companies. Whenever a company is added to or
                    removed from the list, an updated list will be circulated to
                    all Wilshire employees.

               c.   New clients; securities already owned; indirect
                    acquisitions. No Wilshire employee who either (1) becomes
                    the owner of a security of a Restricted Company (i) as the
                    result of the corporate issuer of the security subsequently
                    becoming a Restricted Company, (ii) as the result of a
                    merger, spin-off, etc., (iii) through a gift or inheritance,
                    or (iv) through any indirect means, or (2) at the time he or
                    she is hired by Wilshire as a full time employee owns a
                    security of a Restricted Company, shall engage in any
                    transactions in such security (for so long as such security
                    is the security of a Restricted Company and such employee
                    remains a Wilshire employee) without having requested in
                    writing, and received, the prior written consent of Alan
                    Manning or San Slawson, neither of whom may consent for his
                    or her own account.



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                    All requests shall be in writing and shall contain, at a
                    minimum, a description of the proposed transaction, the
                    reasons for the transaction and the timing thereof, and a
                    representation that the person who is making the transaction
                    decision is not in possession of Material Non-public
                    Information relating thereto and was not in possession of
                    such information at the time the transaction decision was
                    made. Any request shall be denied if it is determined that
                    the person making the transaction decision was in possession
                    of, or had access to, Material Non-public Information
                    relating thereto at the time the decision was made. Any
                    request may be denied if it is determined, from all the
                    facts and circumstances, that it might appear to a
                    reasonable person that the person making the transaction
                    decision was in possession of, or had access to, Material
                    Non-public Information relating thereto at the time the
                    decision was made.

               Monitoring Procedures (which are conducted in accordance with
               Wilshire's Procedures for Compliance with NYSE Rules 342.21,
               342.22, and 351(e), and Wilshire's Procedures for Compliance with
               Rule 407, copies attached as Appendix A):

               (a)  Prior written consent to establish outside accounts. All
                    Wilshire employees must obtain written consent of San
                    Slawson or Alan Manning prior to opening a securities or
                    commodities account outside of Wilshire.

               (b)  Duplicate confirmations. All Wilshire employees with
                    accounts outside of Wilshire must arrange to have duplicate
                    confirmations and monthly statements sent to Wilshire's
                    Accounting Department.

               For the purpose of procedures (a) and (b) listed above,
               "accounts" include, but are not limited to, the following: (1)
               securities and commodities accounts, (2) limited or general
               partnership interests in investment partnerships; (3) direct and
               indirect participations in joint accounts; and (4) legal
               interests in trust accounts.

               These policies apply to All accounts in which the employee or any
               of his or her immediate family members has a financial interest
               or the power to make investment decisions (e.g., at any other
               domestic or foreign brokerage firm, whether or not a member firm
               of the NYSE, or with any



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                    investment adviser, bank, or financial institution).
                    "Immediate family member accounts" include accounts of
                    husbands, wives, children, sons-in-law, daughters-in-law,
                    and any household relative.

                    The requirement to send duplicate confirmations and
                    statements do not apply to transactions in unit investment
                    trusts and variable contracts or redeemable securities of
                    companies registered under the Investment Company Act of
                    1940, as amended, or to accounts which are limited to
                    transactions in such securities, or to Monthly Investment
                    Plan type accounts. HOWEVER, PLEASE NOTE THAT IT IS STILL
                    NECESSARY TO RECEIVE WRITTEN APPROVAL PRIOR TO OPENING THESE
                    TYPES OF ACCOUNTS.

               c.   Review of transactions; compare to lists. Wilshire reviews
                    the list of securities traded by employees and their
                    immediate family members against lists maintained by
                    Wilshire of (i) corporate clients of Wilshire's Consulting
                    Division and Asset Management Division, and (ii) securities
                    issues which Wilshire has been advised are subject to
                    investigation by the various regulatory agencies (normally
                    in the form of requests for information related to
                    suspected "insider trading"), and for "day trading". These
                    reviews will be conducted as described in Appendix A.

               d.   Investigations and reporting. If there is a match between
                    the confirmations and either of the lists, or if "day
                    trading" is detected, the transaction will be investigated.
                    If any investigation determines that a violation of the law
                    may have occurred, a written status report will be made to
                    the New York Stock Exchange and other appropriate regulatory
                    authorities.

     2.   Objective: Restrict communication within Wilshire of Material
          Non-public Information.

          Policies and Procedures: Since only a few of Wilshire's divisions deal
          with Material Non-public Information, and since the nature and scope
          of employees' involvement with Material Non-public Information differs
          substantially from division to division, policies and procedures
          related to this objective are mostly covered within the policies and
          procedures for specific Wilshire divisions.

          The following procedure applies to all Wilshire employees:



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               a.   Mislaid documents. If any Wilshire employee during the
                    course of his or her employment happens across any mislaid
                    document (e.g., a document accidentally left in a photocopy
                    or facsimile machine or dropped on the floor) that appears
                    to contain Material Non-public Information, he or she shall
                    make no copies of the document, but shall immediately give
                    it to Wilshire's general counsel. The general counsel shall
                    make no copies of the document but shall attempt to return
                    it to the person who mislaid it, or, if unable to do so,
                    shall destroy it.

          3.   Objective #3: Restrict dissemination outside of Wilshire of
               Material Non-public Information.

               Policies and Procedures: For the reasons stated above, policies
               and procedures related to this objective are covered within the
               policies and procedures for specific Wilshire divisions.

          4.   Objective #4: Restrict access to files likely to contain Material
               Non-public Information.

               Policies and Procedures: For the reasons stated above, policies
               and procedures related to this objective are covered within the
               policies and procedures for specific Wilshire divisions.

          5.   Objective #5: Continuing education of Wilshire employees as to
               their responsibilities with respect to inside information.

               Policy: Every Wilshire employee shall be made aware of (i) those
               Insider Trading Act policies and procedures relating to all
               Wilshire employees and (ii) those Insider Trading Act policies
               and procedures relating to the Wilshire division in which he or
               she works.

               Implementing Procedures:

               a.   On at least an annual basis, every Wilshire employee will
                    receive a copy of the general policies and procedures
                    relating to the entire firm and a copy of



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                    the policies and procedures relating to the division in
                    which he or she works.

               b.   As changes are made to any existing policy or procedure or
                    any new policy or procedure is adopted by Wilshire, all
                    persons who work in the relevant division(s) will receive a
                    copy of the change or addition.

               c.   Each division will meet, on at least an annual basis, to
                    review the policies and procedures relevant to that
                    division.

     E.   Divisional Policies and Procedures. Since only a few of Wilshire's
          divisions deal with Material Non-public Information, and since the
          nature and scope of employees' involvement with such Material
          Non-public Information differs substantially from division to
          division, policies and procedures regarding the restriction of access
          to Material Non-public Information are set forth on a
          division-by-division basis. Its addition, in order to prevent even
          the appearance of improprieties, parsons who work in one particular
          division (Asset Management Division) are subject to more stringent
          restrictions regarding their owning and dealing in securities than are
          other Wilshire employees.

          1.   Brokerage Division. This division executes trades for Wilshire
               customers and for customers introduced by other registered
               broker-dealers who have entered a Securities Clearing Agreement
               with Wilshire. All brokerage customers are institutional.
               Wilshire does not engage in proprietary trading, nor does it
               maintain a "buy" or "sell" list. Wilshire's Brokerage Division
               does not exercise discretionary authority over any account, nor
               does it ever execute trades for Wilshire's Asset Management
               Division.

          2.   Consulting Division. This division provides comprehensive
               consulting services assisting governmental and corporate plan
               sponsors, foundations, endowments, and institutions in their
               investment activities. These services provide assistance in the
               planning, implementation, and review functions required of
               pension management, including analysis of future plan
               obligations, determination of the appropriate asset mix,
               establishment of investment policies and guidelines, selecting
               and monitoring investment managers, and performance measurement
               and review of asset



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               managers. This division uses strictly historical public
               information in their activities and not recommend the purchase or
               sale of specific securities.

               Theoretically, while visiting a corporate client, a Wilshire
               consultant who works in the Consulting Division could become
               aware of Material Non-public Information about the client. This
               is highly unlikely, however, since the pension departments of
               companies generally do not have access to that sort of non-public
               information.

               Policy: Any Wilshire consultant who becomes aware of any Material
               Non-public Information regarding one of his or her clients shall
               not communicate that information to any other person, nor make
               any record of any such information.

     3.   Asset Management Division ("Wilshire Asset Management", or "WAM") .
          This division primarily manages assets for institutional clients and
          for the Wilshire Target Funds, a family of mutual funds, using index
          funds and other passive management techniques. This division also
          manages accounts for certain high net worth clients, using a "Cash
          Alternative Account" strategy that utilizes mutual funds in
          conjunction with index futures. The Asset Management Division makes
          investment decisions end recommendations strictly on the basis of
          historical public information; it neither seeks nor uses non-public
          information. In addition, portfolios under management are very broadly
          based, because (i) the dollar value of managed portfolios is very high
          and (ii) index and other passive management techniques attempt to
          mirror an index and increase value as the index in general goes up,
          rather than trying to "pick the winners". Therefore, since the number
          of different securities held in each portfolio is very large,
          information as to which particular securities are held in any
          portfolio is not useful to persons who might attempt to gain an
          advantage through inside information.

               Policies and Procedures

               Policy re: Personal trading by WAM employees

               a.   Access to trading lists. There are three individuals within
                    WAM who have access to the lists of trades, buys, and sells
                    which occur at quarter-end dates associated with rebalancing
                    this "style" portfolios managed by WAM, until after that
                    activity has been accomplished. There is very little



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                    opportunity for anyone to benefit from advance knowledge of
                    trading activity, due to the investment approach described
                    above, which utilizes large numbers of securities.
                    Nevertheless, in order to avoid even the appearance of
                    improprieties or violations of law, Wilshire has determined
                    that these three individuals should be precluded from any
                    trading which might be viewed as an attempt to take
                    advantage of their advance knowledge.

                    From the time buy and sell lists are created until one day
                    after the date of the conclusion of the trading activity:

                    i.   Only those WAM employees whose job responsibilities
                         require them to have access to information as to
                         trades, buys, and sells for the benefit of WAM's
                         managed funds and portfolios shall have access to such
                         information until at least one day after the conclusion
                         of the subject trading activity.

                    ii.  All WAM employees whose job responsibilities require
                         them to have access to information as to trades, buys,
                         and sells for the benefit of WAM's managed funds and
                         portfolios shall take precautions to ensure that this
                         information is kept secure. Therefore, until at least
                         one day after the date of the conclusion of the subject
                         trading activity:

                         (a)   Information stoned in a computer as to planned
                               trading activity shall be password protected, and
                               only those persons whose job responsibilities
                               require them to have access to this information
                               shall be given the password. The password shall
                               be changed with sufficient frequency to ensure
                               security.

                         (b)   A11 such information in hard copy form shall be
                               kept in locked facilities and, when disposed of
                               prior to one day after the conclusion of the
                               subject trading activity, such information shall
                               be shredded.



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               b.   Personal trading by WAM employees. All WAM employees who
                    have access to buy and sell lists prior to implementation of
                    trading are precluded from taking new positions or
                    supplementing existing positions in securities identified
                    for purchase, or in liquidating (in whole or in part)
                    positions in securities identified for sale, from the time
                    the buy and sell lists are created until one day after the
                    date of the conclusion of the trading activity.

               c.   Trading restrictions. WAM exclusively uses nonaffiliated
                    brokers; it never trades through Wilshire's Brokerage
                    Division.

          4.   Investment Management Services Division and Investment Reporting
               Services Division. These divisions provide a variety of
               computerized investment analysis services to institutional money
               managers, custodians, consultants, and a few plan sponsors. All
               of the services provided by these divisions use strictly
               historical public information in their analyses. These divisions
               neither seek nor use nonpublic information.

          5.   Information Technology Division. This division is responsible for
               operation of Wilshire's computer center and domestic
               communications network and for the development and maintenance of
               Wilshire's financial databases, which use strictly historical
               public information. This division neither seeks nor uses
               non-public information.

          6.   Administrative/Clerical

               Policies re: preparation of confidential documents:

               a.   Any document designated by the originator as "confidential"
                    shall be typed in a manner which minimizes then opportunity
                    for unauthorized snooping.

               b.   All drafts and transcriptions of confidential documents are
                    to be delivered to the originator by hand. If any
                    confidential, document or draft of a confidential document
                    cannot be delivered immediately to the originator, it is to
                    be kept in a locked drawer until personal delivery can be
                    accomplished.



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               c.   All dictation tapes containing material to be transcribed on
                    a confidential basis are to be returned to the originator
                    without being erased. After the transcription has been
                    proofed by the originator, the tape will be given to the
                    transcriber, who will erase the tape and return it to the
                    originator.

     F.   FAILURE BY ANY EMPLOYEE TO FOLLOW THE POLICIES AND PROCEDURES RELEVANT
          TO THE DIVISION IN WHICH HE OR SHE WORKS WILL RESULT IN APPROPRIATE
          DISCIPLINARY ACTION AND/OR DISMISSAL.



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