OAKTREE CAPITAL MANAGEMENT, LLC
CODE OF ETHICS
I. INTRODUCTION
Oaktree Capital Management, LLC acts as a SEC registered investment adviser of
the investment portfolios of corporate pension funds, state and local pension
funds, foundations, endowments, other institutions and individuals. As used in
this Code of Ethics, "Oaktree" refers to Oaktree Capital Management, LLC, and
any of its subsidiaries and affiliated partnerships.
Assets are managed through separate portfolios held in the client's name by the
client's custodian bank, and in the form of private group trusts and limited
partnerships, for which there is an independent custodian. Oaktree Capital
Management, LLC, does not act as a custodian for the assets it manages and
employees should not take possession of client cash or securities without first
receiving the written approval of the Compliance Officer, Kenneth Liang, whom
Oaktree has designated to explain and implement this Code of Ethics ("COMPLIANCE
OFFICER").
This Code of Ethics is based on the principle that the officers, directors and
employees of Oaktree owe a fiduciary duty to Oaktree's clients, among others. In
light of this fiduciary duty, you should conduct yourself in all circumstances
in accordance with the following general principles:
o You must at all times place the interest of Oaktree's clients before your
own interests.
o You must conduct all of your personal investment transactions in a manner
consistent with this Code and so as to avoid any actual or potential
conflict of interest or any abuse of your position of trust and
responsibility.
o You should adhere to the fundamental standard that investment advisory
personnel should not take inappropriate advantage of their positions to
their personal benefit.
Although it is sometimes difficult to determine what behavior is necessary or
appropriate in order to adhere to these general principles, this Code contains
several guidelines for proper conduct. However, the effectiveness of Oaktree's
policies regarding ethics depends on the judgment and integrity of its employees
rather than on any set of written rules. Accordingly, you must be sensitive to
the general principles involved and to the purposes of the Code in addition to
the specific guidelines and examples set forth below. If you are uncertain as to
whether a real or apparent conflict exists in any particular situation between
your interests and those of Oaktree's clients, you should consult with Oaktree's
Compliance Officer immediately.
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II. PERSONAL INVESTMENT TRANSACTIONS POLICY
Laws, including insider trading laws described in Article III of this Code of
Ethics, and ethical standards impose on Oaktree and its employees duties to
avoid conflicts of interest between their personal transactions and investment
transactions Oaktree makes on behalf of its clients. In view of the sensitivity
of this issue, it is important to avoid even the appearance of impropriety. This
policy governs your investments in securities. "Securities" include any interest
or instrument commonly known as a security, including stocks, bonds, options,
warrants, financial commodities, other derivative products and interests in
privately placed offerings, limited partnerships or other entities. The
following personal investment transaction policies are designed to reduce the
possibilities for such conflicts and/or inappropriate appearances, while at the
same time preserving reasonable flexibility and privacy in personal securities
transactions.
Except as otherwise noted, Oaktree's restrictions on personal investment
transactions apply to all Access Persons. "ACCESS PERSONS" include all Oaktree
members, principals, managing directors, officers and employees, except certain
persons specified by the Compliance Officer who (i) do not devote substantially
all working time to the activities of Oaktree, and (ii) do not have access to
information about the day-to-day investment activities of Oaktree. Every
employee should consider himself or herself an Access Person unless otherwise
specifically exempted pursuant to Article VIII of this Code of Ethics by the
"APPROVING OFFICERS", who are listed on Exhibit 5.3.1 attached hereto.
GENERAL PRINCIPLES REGARDING SECURITIES TRANSACTIONS OF ACCESS PERSONS
No Access Person may purchase or sell, directly or indirectly, for his or her
own account, or any account in which he or she may have a beneficial interest:
o Any security (or related option or warrant) that to his or her knowledge
Oaktree is buying or selling for its clients, until such buying or selling
is completed or canceled.
o Any security (or related option or warrant) that to his or her knowledge
is under active consideration for purchase or sale by Oaktree for its
clients.
The term "BENEFICIAL INTEREST" is defined by rules of the SEC. Generally, under
the SEC rules, a person is regarded as having a beneficial interest in
securities held in the name of:
o A husband, wife or a minor child;
o A relative sharing the same house;
o Anyone else if the Access Person:
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o (i) obtains benefits substantially equivalent to ownership of the
securities;
(ii) can obtain ownership of the securities immediately or at some future
time; or
(iii) can vote or dispose of the securities.
If you act as a fiduciary with respect to funds and accounts managed outside of
Oaktree (for example, if you act as the executor of an estate for which you make
investment decisions), you will have a beneficial interest in the assets of that
fund or account. Accordingly, any securities transactions you make on behalf of
that fund or account will be subject to the general trading restrictions set
forth herein. You should review the restrictions on your availability to act as
a fiduciary outside of Oaktree set forth under "Outside Activities -- Fiduciary
Appointments".
PRECLEARANCE PROCEDURES
Each Access Person must obtain preclearance for any personal investment
transaction in a security if such Access Person has, or as a result of the
transaction acquires, any direct or indirect beneficial ownership in the
security. Preclearance is not necessary for exempt securities. "EXEMPT
SECURITIES" are securities (or securities obtained in transactions) described
under "Securities or Transactions Exempt from Personal Investment Transactions
Policy".
You must obtain preclearance for all non-exempt securities transactions,
including writing of an option to purchase or sell a security, by completing and
signing the Request for Prior Approval of Personal Investment Transactions Form
provided for that purpose by Oaktree and by obtaining the signature of the
Compliance Officer or, if he is not available, any Approving Officer. You will
be required to make certain certifications each time you trade a security,
including that you have no knowledge that would violate the general trading
principles set forth above. Sample copies of the Request for Prior Approval of
Personal Investment Transactions Forms for domestic and foreign preclearance are
attached. Since the forms may change over time, you should ask the Compliance
Officer or an Approving Officer for supplies of the current form.
Preclearance will be given on the day you request it under normal circumstances.
You must complete an approved securities transaction by the end of the business
week in which you obtain the approval (for example: assuming a regular business
week, whether you obtain approval on Monday or Wednesday you have until the
close of business on that Friday to execute the transaction). If the transaction
is not completed within this time period, you must obtain a new preclearance,
including one for any uncompleted portion of the transaction. Post-approval is
NOT PERMITTED under this Code of Ethics. If Oaktree determines that you
completed a trade before approval or after the clearance expires, you will be
considered to be in violation of the Code. After the first such violation, the
employee will receive a warning. Upon the second such violation, a 30 day
trading suspension will be imposed on the employee's personal trading privileges
to purchase any security. If any additional violations occur, the sanctions to
be imposed will be determined by the Compliance Officer at that time.
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TRADING RESTRICTIONS
In addition to the more general restrictions discussed above, Oaktree has
adopted other restrictions on personal investment transactions.
NO ACCESS PERSON MAY:
o Acquire any non-exempt security in an initial public offering (IPO).
(Remember - under NASD rules and SEC staff interpretations, you may also be
prohibited from participating in any public offering that is a "hot
issue".)
o Purchase or sell, directly or indirectly, for his or her own account or
for any account in which he or she may have a beneficial interest, any
security that is subject to a firm-wide restriction or a department
restriction by his or her department.
NO ACCESS PERSON MAY:
o Purchase securities offered in a private placement (other than those
offered by Oaktree) except with the prior approval of the Compliance
Officer or, if he is not available, any Approving Officer. In considering
approval, the Compliance Officer or Approving Officer will take into
consideration whether the investment opportunity you have been offered
should be reserved for Oaktree's clients and whether the opportunity is
being offered to you by virtue of your position with Oaktree. If you or
your department want to purchase on behalf of an Oaktree client the
security of an issuer or its affiliate where you have a beneficial interest
in the securities of that issuer through a private placement, you must
first disclose your interest to the Compliance Officer or Approving
Officer. In such event, the Compliance Officer or Approving Officer will
independently review the proposed investment decision. Written records of
any such circumstances should be sent to the Compliance Officer.
NO PORTFOLIO MANAGER, INVESTMENT ANALYST OR SECURITIES TRADER MAY:
o Purchase or sell any security for his or her own account, or any account
in which he or she may have a beneficial interest, for a period of SEVEN
(7) DAYS BEFORE OR SEVEN (7) DAYS AFTER that security is bought or sold on
behalf of any Oaktree client for which they are involved in the investment
decision making process. VIOLATION OF THIS PROHIBITION WILL REQUIRE
REVERSAL OF THE TRANSACTION AND ANY RESULTING PROFITS WILL BE SUBJECT TO
DISGORGEMENT AT THE DISCRETION OF THE APPROVING OFFICERS.
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NO PORTFOLIO MANAGER, INVESTMENT ANALYST OR SECURITIES TRADER:
o Who provides investment advice to the Vanguard Convertible Securities
Fund, Inc. may PROFIT FROM THE PURCHASE AND SALE, OR SALE AND PURCHASE, OF
THE SAME (OR RELATED SECURITIES) WITHIN 60 CALENDAR DAYS. Securities
subject to this prohibition include securities owned or being considered
(including underlying equity securities) by such fund. The foregoing also
applies to short transactions. VIOLATION OF THIS PROHIBITION WILL REQUIRE
REVERSAL OF THE TRANSACTION AND ANY RESULTING PROFITS WILL BE SUBJECT TO
DISGORGEMENT AT THE DISCRETION OF THE APPROVING OFFICERS.
Any profits subject to disgorgement will be given to a charity selected by
Oaktree or under Oaktree's direction.
SECURITIES OR TRANSACTIONS EXEMPT FROM PERSONAL INVESTMENT TRANSACTIONS POLICY
The following securities or transactions are exempt from some aspects of the
personal investment transaction policy:
(a) U.S. Government Securities.
(b) Bank Certificates of Deposit.
(c) Bankers' Acceptances.
(d) Commercial Paper.
(e) Shares in open-end investment companies (mutual funds).
(f) Securities purchased on behalf of an Access Person for an account
over which the Access Person has no direct or indirect influence or
control.
(g) Securities purchased through an automatic dividend reinvestment
plan.
(h) Security purchases effected upon the exercise of rights issued by
the 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.
(i) Stock index futures and nonfinancial commodities (i.e., pork belly
contracts).
(j) Limited partnership interests in Oaktree-sponsored limited
partnerships.
(k) Securities acquired in connection with covering a position in, or
the exercise of, or the sale of an option. The purchase of an option
is not an exempt transaction.
It is not necessary to preclear personal transactions for any exempt securities
or transactions. However, it still is necessary to report such securities (other
than securities exempt under clauses (a), (b), (c), (d) or (e) above) in the
quarterly transaction reports or annual securities holdings list. Personal
investment transactions in exempt securities are still subject to Oaktree's
policy on inside information.
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REPORTING OF TRANSACTIONS
QUARTERLY REPORTS. All Access Persons must file with the Compliance Officer
quarterly reports of personal investment transactions by the 10th day of
January, April, July and October or, if that day is not a business day, then the
first business day thereafter. In each quarterly report, the Access Person must
report ALL personal investment transactions in which he or she has a beneficial
interest and which were transacted during the quarter other than transactions in
U.S. government securities, bank certificates of deposit, bankers' acceptances,
commercial paper, or shares of open-end mutual funds. EVERY ACCESS PERSON MUST
FILE A QUARTERLY REPORT WHEN DUE EVEN IF SUCH PERSON MADE NO PURCHASES OR SALES
OF SECURITIES DURING THE PERIOD COVERED BY THE REPORT. You are charged with the
responsibility for making the quarterly reports. Any effort by Oaktree to
facilitate the reporting process does not change or alter that responsibility.
The report must be on the form provided by Oaktree. A sample of the Oaktree form
as of this date is attached. Since the form may change over time, you should ask
the Compliance Officer for supplies of the current form.
ANNUAL REPORTS. All Access Persons must also complete an Annual Holdings Report
along with the quarterly report due by the 10th business day in January. This
report must include a listing of ALL securities in which you have a beneficial
interest as of December 31 of the preceding year, other than U.S. government
securities, bank certificates of deposit, bankers' acceptances, commercial
paper, and shares of open-end mutual funds. Oaktree will require all new
employees to provide a listing of all securities holdings within 10 business
days of the commencement of employment.
BROKER STATEMENTS AND TRADE CONFIRMATIONS. All Access Persons are required to
direct brokers of accounts in which they have a beneficial interest to supply to
Oaktree, on a timely basis, duplicate copies of trade confirmations and copies
of periodic broker account statements which states the name of your account and
account number. To maximize the protection of your privacy, you should direct
your brokers to send this information to:
OAKTREE CAPITAL MANAGEMENT, LLC
333 SOUTH GRAND AVENUE, 28TH FL.
LOS ANGELES, CALIFORNIA 90071
ATTN: COMPLIANCE OFFICER
YOU SHOULD PROVIDE A LIST OF ALL YOUR BROKERAGE ACCOUNTS TO THE COMPLIANCE
OFFICER IN THE FORM OF EXHIBIT 5.3.8 ATTACHED HERETO. If you have any questions
about the Personal Investment Transactions Policy, call or see the Compliance
Officer.
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III. POLICY STATEMENT ON INSIDER TRADING
GENERAL
The federal prohibition against insider trading stems from the general antifraud
provisions of the Securities Exchange Act of 1934 and the Investment Advisers
Act of 1940. The Insider Trading and Securities Fraud Enforcement Act of 1988
("ITSFEA") amended both of those acts by adding specific provisions designed to
detect and deter insider trading and to impose stiffer sanctions upon violators
and persons who "control" violators, such as their employers.
ITSFEA requires all registered investment advisers to establish, maintain and
enforce written policies and procedures reasonably designed to prevent misuse of
material nonpublic information by their employees or associated persons. ITSFEA
also imposes liability upon "controlling persons," i.e., employers and
individual supervisors if the controlling person knew of or recklessly
disregarded the fact that the "controlled person," i.e., employee or associated
person, was likely to engage in the misuse of material inside information and
failed to take appropriate steps to prevent it.
The professionals and staff of Oaktree occasionally come into possession of
material, non-public information (sometimes called "INSIDE INFORMATION").
Various state and federal laws, regulations and court decisions, as well as
general ethical and moral standards, impose certain duties with respect to the
use of such information. The violation of those duties could subject both
Oaktree and the individuals involved to serious civil and criminal penalties and
the resulting damage to reputation. For the purpose of this policy statement,
the reference to "COMPANY" includes partnerships, trusts or any entity which
issues securities.
Moreover, within an organization or affiliated group of organizations, courts
may attribute one employee's knowledge of inside information to any other
employee or group that later trades in the affected security, even if there had
been no communication of actual knowledge. Thus, by buying or selling a
particular security in the normal course of business, Oaktree personnel, other
than those with actual knowledge of inside information, could inadvertently be
subjecting Oaktree to liability.
The risks in this area can be significantly reduced through the conscientious
use of a combination of trading restrictions and information barriers designed
to confine non-public information to a given group or department (so-called
"CHINESE WALLS"). One purpose of this Policy Statement is to establish a
workable procedure for applying these techniques in ways that offer significant
protection to Oaktree and its personnel, while providing flexibility to carry on
Oaktree's investment management activities.
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OAKTREE POLICY ON INSIDER TRADING
No Access Person may buy or sell a security (or a related option or warrant) in
a company, either for themselves or on behalf of others, while in possession of
material, non-public information about the company. In addition, Access Persons
may not communicate material, non-public information to others who have no
official need to know. You should remember that you may obtain material,
non-public information about entities owned by Oaktree's funds and accounts.
WHAT IS MATERIAL INFORMATION?
Information is "material" when a reasonable investor would consider it important
in making an investment decision. Generally, this is information whose
disclosure will have a substantial effect on the price of a company's
securities. Dividend changes, earnings results, changes in previously released
earnings estimates, significant merger or acquisition proposals or agreements,
major litigation, liquidity problems, and extraordinary management developments
are some examples of material information. These prohibitions apply not only to
the securities of the issuers to which the inside information is directly
related but also to any other securities (for example, securities of companies
in the same industry) that may reasonably be expected to be materially affected
by a public disclosure of the inside information.
WHAT IS NON-PUBLIC INFORMATION?
Information is "public" when it has been disseminated broadly to investors in
the marketplace. Tangible evidence of such dissemination is the best indication
that the information is public. For example, information is public after it has
become available to the general public through a public filing with the SEC or
some other governmental agency, the Dow Jones "tape" or THE WALL STREET JOURNAL
or some other publication of general circulation. Information remains non-public
until a reasonable time elapses after it is disseminated.
TIPPING NON-PUBLIC INFORMATION
If you possess material non-public information about a particular security or
the market for the security, you may not disclose or tip that information to
others except on a "need-to-know" basis. You should not discuss such information
acquired on the job with friends, relatives, spouses, clients, or anyone else
outside of Oaktree.
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INSIDE INFORMATION PROCEDURES
FIRST STEPS. Before executing any trade for yourself or others, including
clients of Oaktree, you must determine whether you have access to material,
non-public information. If you believe you have received oral or written
material, non-public information, you should discuss the situation immediately
with the Compliance Officer or, in his absence, an Approving Officer. You should
not discuss the information with anyone else within or outside of Oaktree. The
Compliance Officer or such Approving Officer will, with the assistance of
counsel as required, determine whether the information is of a nature requiring
restrictions on use and dissemination.
DEAL-SPECIFIC INFORMATION. Under certain circumstances, one or more Oaktree
employees may receive inside information for a legitimate purpose in the context
of a transaction in which an Oaktree entity or account is a potential
participant. This "DEAL-SPECIFIC INFORMATION" may be used by the department to
which it was given for the purpose for which it was given. You may not disclose
Deal-Specific Information to persons outside Oaktree, communicate it to Oaktree
persons outside of your department or use it within your department for any
other purpose. You should restrict access to Deal-Specific Information by
adopting appropriate security precautions designed to prevent unauthorized use.
Such precautions could include (a) locking written information in a secure place
when it is not actually being used, (b) using envelopes or cover sheets to guard
against unauthorized observation, (c) using code names in discussions and
internal communications, and (d) disclosing the information within the
department only on a need-to-know basis.
HANDLING OF INSIDE INFORMATION. If the Compliance Officer determines that
information available to Oaktree requires restrictions on its use and
dissemination, the following procedures will apply:
(a) The Compliance Officer will immediately place a "DEPARTMENT
RESTRICTION" on the affected securities. This would bar any
purchases or sales of such securities (i) for the funds or
accounts managed by the department which obtained the inside
information (except with respect to the authorized use of
Deal-Specific Information), and (ii) by any Access Person in
that department for his or her personal account.
(b) In addition, the Compliance Officer will either (i) place a
"FIRM-WIDE RESTRICTION" on the affected securities, which
would bar any purchases or sales of the securities by any
department or person with Oaktree, or (ii) elect to maintain
the Chinese Wall between departments, which would bar the
dissemination of the information outside the department to
which it came (leaving the department restriction in place,
but allowing other departments not in possession of the inside
information to trade in the affected securities). Where senior
executive officers, or other persons who do not readily fit
within a department, receive inside information, the
Compliance Officer (subject to an analysis of the specific
facts) will decide upon the appropriate restriction.
INADVERTENT COMMUNICATIONS. If inside information is communicated to another
department (inadvertently or otherwise) in violation of this Policy Statement,
the foregoing procedures will
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apply to such other department in the same manner as they are applied to the
department that originally received the information.
LIFTING RESTRICTIONS. Once inside information becomes public, or is judged to be
no longer material, the Compliance Officer may lift
the trading and information restrictions.
IV. GIFTS, PAYMENTS, AND PREFERENTIAL TREATMENT
GIFTS RECEIVED BY EMPLOYEES
No employee should solicit, receive, or participate in any arrangement leading
to a gift to himself or herself, relatives, or friends, or any business in which
any of them have a substantial interest, in consideration of past, present or
prospective business conducted with Oaktree. As a general rule, you should not
accept gifts of more than de minimis value from present or prospective clients,
providers of goods or services or others with which Oaktree has dealings. While
there is no absolute definition of de minimis, you should exercise good judgment
to assure that no gift that is excessive in value is accepted. You should
immediately report any offer of an improper gift to the Compliance Officer.
The term "GIFT" includes, but is not limited to, substantial favors, money,
credit, special discounts on goods or services, free services, loans of goods or
money, excessive entertainment events, trips, hotel expenses, excessive
entertainment food or beverages, or anything else of value. Gifts to an
employee's immediate family are included in this policy. THE RECEIPT OF CASH
GIFTS BY EMPLOYEES IS ABSOLUTELY PROHIBITED.
If you believe that you cannot reject or return a gift without potentially
damaging friendly relations between a third party and Oaktree, you should report
the gift and its estimated dollar value in writing to the Compliance Officer,
who may require that the gift be donated to charity.
GIFTS AND ENTERTAINMENT GIVEN BY EMPLOYEES
It is acceptable for you to give gifts or favors of nominal value to the extent
they are appropriate and suitable under the circumstances, meet the standards of
ethical business conduct, and involve no element of concealment. Entertainment
that is reasonable and appropriate for the circumstances is an accepted practice
to the extent that it is both necessary and incidental to the performance of
Oaktree's business.
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POLITICAL CONTRIBUTIONS
It is the policy of Oaktree to comply fully with federal and state election
campaign laws. You are responsible for monitoring your own political
contributions to be certain that they comply with all applicable laws.
OTHER CODES OF ETHICS
You should be aware that sometimes a client imposes more stringent codes of
ethics than those set forth above. If you are subject to a client's code of
ethics, you should abide by it.
V. OUTSIDE ACTIVITIES
OUTSIDE EMPLOYMENT
Each employee is expected to devote his full time and ability to Oaktree's
interests during regular working hours and such additional time as may be
properly required. Oaktree discourages employees from holding outside
employment, including consulting. If you are considering taking outside
employment, you must submit a written request to your Department Head. The
request must include the name of the business, type of business, type of work to
be performed, and the days and hours that the work will be performed. If your
Department Head approves your request, it will be submitted to the Chairman for
final approval.
An employee may not engage in outside employment that: (a) interferes, competes,
or conflicts with the interest of Oaktree; (b) encroaches on normal working time
or otherwise impairs performance; (c) implies Oaktree's sponsorship or support
of an outside organization; or (d) reflects directly or indirectly adversely on
Oaktree. The firm's policy prohibits outside employment in the securities
brokerage industry. Employees must abstain from negotiating, approving or voting
on any transaction between Oaktree and any outside organization with which they
are affiliated, whether as a representative of Oaktree or the outside
organization, except in the ordinary course of their providing services for
Oaktree and on a fully disclosed basis.
If you have an approved second job, you are not eligible to receive compensation
during an absence from work which is the result of an injury on the second job
and outside employment will not be considered an excuse for poor job
performance, absenteeism, tardiness or refusal to work overtime. Should any of
these situations occur, approval may be withdrawn.
SERVICE AS DIRECTOR
No employee may serve as a director or in a similar capacity of any non-Oaktree
company or institution, whether or not it is part of your role at Oaktree,
without prior approval of the Chairman. You do not need approval to serve on the
board of a private family corporation for your family or any charitable,
professional civic or nonprofit entities that are not clients of Oaktree and
have no business relations with Oaktree. If you receive approval, it will be
subject to the implementation of procedures to safeguard against potential
conflicts of interest, such as Chinese Wall procedures or
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placing securities of the company on a restricted list. Oaktree may withdraw
approval if senior management concludes that withdrawal is in Oaktree's
interest. Also, if you serve in a director capacity which does not require
approval but circumstances later change which would require such approval (e.g.,
the company enters into business relations with Oaktree or becomes a client),
you must then get approval. See the attached sample of a Report on Outside
Directorships which you should use to seek any approval.
FIDUCIARY APPOINTMENTS
No employee may accept appointments as executor, trustee, guardian, conservator,
general partner or other fiduciary, or any appointment as a consultant in
connection with fiduciary or active money management matters, without the prior
approval of the Chairman. This policy does not apply to appointments involving
personal estates or service on the board of a charitable, civic, or nonprofit
company where the Access Person does not act as an investment adviser for the
entity's assets or has no control or limited input in the investment decision
for such entity's assets. Securities traded by you as a fiduciary will be
subject to the Oaktree Personal Investment Transactions Policy.
COMPENSATION, CONSULTING FEES AND HONORARIA
If you have received proper approval to serve in an outside organization or to
engage in other outside employment, you may retain all compensation paid for
such service unless otherwise provided by the terms of the approval. You should
report the amount of this compensation to the Compliance Officer. You may not
retain compensation received for services on boards of directors or as officers
of corporations where you serve in the course of your employment activities with
Oaktree. However, you may retain honoraria received by you for publications,
public speaking appearances, instructional courses at educational institutions,
and similar activities. You should direct any questions concerning the
permissible retention of compensation to the Chairman.
PARTICIPATION IN PUBLIC AFFAIRS
Oaktree encourages its employees to support community activities and political
processes. Normally, voluntary efforts take place outside of regular business
hours. If voluntary efforts require corporate time, you should obtain prior
approval from the Chairman. If you wish to accept an appointive office, or run
for elective office, you must first obtain approval from the Chairman. You must
campaign for an office on your own time and may not use Oaktree property or
services for such purpose without proper reimbursement to Oaktree.
In all cases, employees participating in political activities do so as
individuals and not as representatives of Oaktree. To prevent any interpretation
of sponsorship or endorsement by Oaktree, you should not use either the Oaktree
name or its address in material you mail or funds you collect, nor, except as
necessary in biographical information, should Oaktree be identified in any
advertisements or literature.
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SERVING AS TREASURER OF CLUBS, CHURCHES, LODGES
An employee may act as treasurer of clubs, churches, lodges, or similar
organizations. However, you should keep funds belonging to such organizations in
separate accounts and not commingle them in any way with your personal funds or
Oaktree's funds.
Any other outside activity or venture that is not covered by the foregoing, but
that may raise questions, should be cleared with the Chairman.
VI. OTHER EMPLOYEE CONDUCT
PERSONAL FINANCIAL RESPONSIBILITY
It is important that employees properly manage their personal finances,
particularly in matters of credit. Imprudent personal financial management may
affect job performance and lead to more serious consequences for employees in
positions of trust. In particular, you are not permitted to borrow from clients,
or from providers of goods or services with whom Oaktree deals, except those who
engage in lending in the usual course of their business and then only on terms
offered to others in similar circumstances, without special treatment. This
prohibition does not preclude borrowing from individuals related to you by blood
or marriage.
TAKING ADVANTAGE OF A BUSINESS OPPORTUNITY THAT RIGHTFULLY BELONGS TO OAKTREE
Employees must not take for their own advantage an opportunity that rightfully
belongs to Oaktree. Whenever Oaktree has been actively soliciting a business
opportunity, or the opportunity has been offered to it or Oaktree's funds,
facilities or personnel have been used in pursuing the opportunity, that
opportunity rightfully belongs to Oaktree and not to employees who may be in a
position to divert the opportunity for their own benefits.
Examples of improperly taking advantage of a corporate opportunity include:
o Selling information to which an employee has access because of his/her
position.
o Acquiring any real or personal property interest or right when Oaktree is
known to be interested in the property in question.
o Receiving a commission or fee on a transaction which would otherwise
accrue to Oaktree.
o Diverting business or personnel from Oaktree.
CORPORATE PROPERTY OR SERVICES
Employees are not permitted to act as principal for either themselves or their
immediate families in the supply of goods, properties, or services to Oaktree,
unless approved by the Chairman. Purchase or acceptance of corporate property or
use of the services of other employees for personal purposes are also
prohibited. This would include the use of inside counsel for personal legal
advice absent approval from the General Counsel or use of outside counsel for
personal legal advice at Oaktree's expense.
USE OF OAKTREE STATIONERY
It is inappropriate for employees to use official corporate stationery for
either personal correspondence or other non-job-related purposes.
GIVING ADVICE TO CLIENTS
Oaktree cannot practice law or provide legal advice. You should avoid statements
that might be interpreted as legal advice. You should refer questions in this
area to the General Counsel of Oaktree. You should also avoid giving clients
advice on tax matters, the preparation of tax returns, or investment decisions,
except as may be appropriate in the performance of an official fiduciary or
advisory responsibility, or as otherwise required in the ordinary course of your
duties.
<PAGE>
VII. CONFIDENTIALITY
All information relating to past, current and prospective clients is highly
confidential and is not to be discussed with anyone outside the organization
under any circumstance. One of the most sensitive and difficult areas in
Oaktree's daily business activities involves information regarding investment
plans or programs and possible or actual securities transactions by Oaktree.
Consequently, all employees will be required to sign and adhere to a
Confidentiality Agreement.
VIII. EXEMPTIVE RELIEF
The Approving Officers, consisting of the persons listed on Exhibit 5.3.1, will
review and consider any proper request of an Access Person for relief or
exemption from any restriction, limitation or procedure contained in this Code
of Ethics which is claimed to cause a hardship for such Access Person or which
may involve an unforeseen or involuntary situation where no abuse is involved.
Exemptions of any nature may be given on a specific basis or a class basis, as
the Approving Officers determine. The Approving Officers may also grant
exemption from Access Person status to any person or class of persons it
determines do not warrant such status. Under appropriate circumstances, the
Approving Officers may authorize a personal transaction involving a security
subject to actual or prospective purchase or sale for Oaktree clients, where the
personal transaction would be very unlikely to affect a highly institutional
market, where the Oaktree officer or employee is not in possession of inside
information, or for other reasons sufficient to satisfy the Approving Officers
that the transaction does not represent a conflict of interest, involve the
misuse of inside information or convey the appearance of impropriety. The
Approving Officers shall meet on an ad hoc basis, as deemed necessary upon
written request by an Access Person, stating the basis for his or her request
for relief. The Approving Officers' decision is within their complete
discretion.
IX. SANCTIONS
Upon discovering a violation of this Code, Oaktree may impose such sanctions as
it deems appropriate, including, but not limited to, a reprimand (orally or in
writing), a reversal of any improper transaction and disgorgement of the profits
from the transaction, demotion, and suspension or termination of employment.
X. ANNUAL COMPLIANCE CERTIFICATION
Oaktree will require all Access Persons and Oaktree directors to certify
annually that (i) they have read and understand the terms of this Code of Ethics
and recognize the responsibilities and obligations incurred by their being
subject to this Code, and (ii) they are in compliance with the requirements of
this Code, including but not limited to the personal investment transactions
policies contained in this Code.
<PAGE>
EMPLOYEE CERTIFICATION
I have read and understand the terms of the Code of Ethics of Oaktree Capital
Management, LLC, effective May 1, 1995, as amended in April 2000. I recognize
the responsibilities and obligations incurred by me as a result of my being
subject to this Code of Ethics. I hereby agree to abide by the Code of Ethics.
____________________________________ _____________________
(Signature) (Date)
____________________________________
(Print Name)
<PAGE>
CODE OF ETHICS EXHIBITS
5.3.1 List of Approving Officers and Compliance Officer
5.3.2 Request for Prior Approval of Personal Investment Transactions Form
5.3.3 Quarterly Report of Personal Investment Transactions
5.3.4 Confidentiality Agreement
5.3.5 Annual Holdings Report
5.3.6 Annual Compliance Certification
5.3.7 Report on Outside Directorships and Officerships
5.3.8 List of Personal Brokerage Accounts
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April 2000 Section 5.3
<PAGE>
OAKTREE CAPITAL MANAGEMENT, LLC
LIST OF APPROVING OFFICERS AND COMPLIANCE OFFICER
COMPLIANCE OFFICER
Kenneth Liang Managing Director and General Counsel
APPROVING OFFICERS
Kristin Scott Senior Vice President
Gloria Noh Vice President - Legal
April 2000 Exhibit 5.3.1
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