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Effective May 8, 2000
OECHSLE INTERNATIONAL ADVISORS, LLC
CODE OF ETHICS
This is the Code of Ethics (the "Code") of Oechsle International
Advisors, LLC (the "Firm").
THINGS YOU NEED TO KNOW TO USE THIS CODE
1. Terms in BOLDFACE TYPE have special meanings as used in this Code.
To understand the Code, you need to read the definitions of these terms. The
definitions are at the end of the Code.
2. To understand what parts of this Code apply to you, you need to know
whether you fall into one of these categories:
ACCESS PERSON
INVESTMENT PERSON (ALL OF WHOM ARE ALSO ACCESS PERSONS)
If you don't know, ask the CODE OFFICER, Robert E. O'Hare, and in his
absence, Paula N. Drake.
This Code has three sections:
Part 1--Applies to All Personnel
Part 11--Applies to ACCESS PERSONS and INVESTMENT PERSONS
Part 111--Definitions
There are also five Reporting Forms that ACCESS PERSONS have to fill
out under this Code. You can get copies of the Reporting Forms from the CODE
OFFICER.
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According to the Firm's policy all employees are ACCESS PERSONS. A
consultant retained by the Firm may also be an ACCESS PERSON, if he or she is
designated as an ACCESS PERSON, in writing, by the CODE OFFICER.
3. The Code Officer has the authority to grant written waivers of the
provisions of this Code in appropriate instances. However:
- The Firm expects that waivers will be granted only in rare
instances, and
- Some provisions of the Code that are mandated by SEC rule cannot
be waived.
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PART I --APPLIES TO ALL PERSONNEL
GENERAL PRINCIPLES
The Firm is a fiduciary for its investment advisory and sub-advisory
clients. Because of this fiduciary relationship, it is generally improper for
the Firm or its personnel to
- use for their own benefit (or the benefit of anyone
other than the client) information about the Firm's
trading or recommendations for client accounts; or
- take advantage of investment opportunities that would
otherwise be available for the Firm's clients.
Also, as a matter of business policy, the Firm wants to avoid even the
appearance that the Firm, its personnel or others receive any improper benefit
from information about client trading or accounts, or from our relationships
with our clients or with the brokerage community.
The Firm expects all personnel to comply with the spirit of the Code,
as well as the specific rules contained in the Code.
The Firm treats violations of this Code (including violations of the
spirit of the Code) very seriously. If you violate either the letter or the
spirit of this Code, the Firm might impose penalties or fines, cut your
compensation, demote you, require disgorgement of trading gains, or suspend or
terminate your employment, or any combination of the foregoing.
Improper trading activity can constitute a violation of this Code. But
you can also violate this Code by failing to file required reports, or by making
inaccurate or misleading reports or statements concerning trading activity or
securities accounts. Your conduct can violate this Code, even if no clients are
harmed by your conduct.
If you have any doubt or uncertainty about what this Code requires or
permits, you should ask the CODE OFFICER.
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GIFTS TO OR FROM BROKERS OR CLIENT
No personnel may accept or receive on their own behalf or on behalf of
the Firm any gift or other accommodations from a vendor, broker, securities
salesman, client or prospective client (a "business contact") that might create
a conflict of interest or interfere with the impartial discharge of such
personnel's responsibilities to the Firm or its clients or place the recipient
or the Firm in a difficult or embarrassing position. This prohibition applies
equally to gifts to members of the FAMILY/HOUSEHOLD of Firm personnel.
No personnel may give on their own behalf or on behalf of the Firm any
gift or other accommodation to a business contact that may be construed as an
improper attempt to influence the recipient.
In no event should gifts to or from any one business contact have a
value that exceeds the annual limitation on the dollar value of gifts
established by the NASD from time to time (currently $250).
These policies are not intended to prohibit normal business
entertainment or activities, such as:
(a) Occasional lunches or dinners conducted for business purposes:
(b) Occasional cocktail parties or similar social gatherings
conducted for business purposes;
(c) Occasional attendance at theater, sporting or other entertainment
events; and
(d) Small gifts, usually in the nature of reminder advertising, such
as pens, calendars, etc.
SERVICE ON THE BOARD OR AS AN OFFICER OF ANOTHER COMPANY
To avoid conflicts of interest, inside information and other compliance and
business issues, the Firm prohibits all of its employees from serving as
officers or members of the board of any other entity, except with the advance
written approval of the Firm. Approval must be obtained through the CODE
OFFICER, and will ordinarily require consideration by senior officers or the
Executive Committee of the Firm. The Firm can deny approval for any reason. This
prohibition does not apply to service as an officer or board member of any
parent or subsidiary of the Firm.
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PART II--APPLIES TO ACCESS PERSONS AND INVESTMENT PERSONS
A. REPORTING REQUIREMENTS
NOTE: One of the most complicated parts of complying with this Code is
understanding what holdings, transactions and accounts you must report and what
accounts are subject to trading restrictions. For example, accounts of certain
members of your family and household are covered, as are certain categories of
trust accounts, certain investment pools in which you might participate, and
certain accounts that others may be managing for you. To be sure you understand
what holdings, transactions and accounts are covered, it is essential that you
carefully review the definitions of COVERED SECURITY, FAMILY/HOUSEHOLD and
BENEFICIAL OWNERSHIP in the "Definitions" section at the end of this Code.
ALSO: You must file the reports described below, even if you have no
holdings, transactions or accounts to list in the reports.
1. INITIAL HOLDINGS REPORTS. No later than 10 days after you become an
ACCESS PERSON, you must file with the CODE OFFICER a Holdings Report on Form A
(copies of all reporting forms are available from the CODE OFFICER). Personnel
who are ACCESS PERSONS on [ ] must file an Initial Holdings
Report on Form A with the CODE OFFICER by [ ].
Form A requires you to list all COVERED SECURITIES in which you (or
members of your FAMILY/HOUSEHOLD) have BENEFICIAL OWNERSHIP. It also requires
you to list all brokers, dealers and banks where you maintained an account in
which ANY securities (not just Covered Securities) were held for the direct or
indirect benefit of you or a member of your FAMILY/HOUSEHOLD on the date you
became an Access Person.
Form A also requires you to confirm that you have read and understand
this Code, that you understand that it applies to you and members of your
FAMILY/HOUSEHOLD and that you understand that you are an ACCESS PERSON AND, if
applicable, an INVESTMENT PERSON under the Code.
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2. QUARTERLY TRANSACTION REPORTS. No later than 10 days after the end
of March, June, September and December each year, you must file with the CODE
OFFICER a Quarterly Transactions Report on Form B.
Form B requires you to list all transactions during the most recent
calendar quarter in COVERED SECURITIES, in which transactions you (or a member
of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP. It also requires you to list
all brokers, dealers and banks where you or a member of your FAMILY/HOUSEHOLD
established an account in which ANY securities (not just COVERED SECURITIES)
were held during the quarter for the direct or indirect benefit of you or a
member of your FAMILY/HOUSEHOLD.
3. ANNUAL HOLDINGS REPORTS. By January 31 of each year, you must file
with the CODE OFFICER an Annual Holdings Report on Form C.
Form C requires you to list all COVERED SECURITIES in which you (or a
member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP as of January I of
that year. It also requires you to list all brokers, dealers and banks where you
or a member of your FAMILY/HOUSEHOLD maintained an account in which ANY
securities (not just COVERED SECURITIES) were held for the direct or indirect
benefit of you or a member of your FAMILY/HOUSEHOLD on January 1 of that year.
Form C also requires you to confirm that you have read and understand
this Code, that you understand that it applies to you and members of your
FAMILY/HOUSEHOLD and that you understand that you are an ACCESS PERSON and, if
applicable, an INVESTMENT PERSON under the Code.
4. DUPLICATE CONFIRMATION STATEMENTS. If you or any member of your
FAMILY/HOUSEHOLD has a securities account with any broker, dealer or bank, you
or your FAMILY/HOUSEHOLD member must direct that broker, dealer or bank to send,
directly to the Firm's CODE OFFICER, contemporaneous duplicate copies of all
transaction confirmation statements and all account statements relating to that
account.
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B. TRANSACTION RESTRICTIONS
1. PRECLEARANCE. You and members of your FAMILY/
HOUSEHOLD are prohibited from engaging in any
transaction in a COVERED SECURITY for any account in
which you or a member of your FAMILY/HOUSEHOLD has
any BENEFICIAL OWNERSHIP, unless you obtain, in
advance of the transaction, written preclearance on
Form D for that transaction.
Once obtained, preclearance is valid only for the day on which it is
granted. The CODE OFFICER may revoke a preclearance any time after it is granted
and before you execute the transaction. The CODE OFFICER may deny or revoke
preclearance for any reason. Except as noted in the Code, preclearance will not
be granted for any COVERED SECURITY if, to the knowledge of the HEAD TRADER, the
Firm has a buy or sell order pending for that same security or a closely related
security (such as an option relating to that security, or a related convertible
or exchangeable security).
The preclearance requirements do not apply to the following categories
of transactions:
X Transactions in COVERED SECURITIES issued or guaranteed
by any national government that is a member of the
Organization for Economic Cooperation and Development,
or any agency or authority thereof.
X Transactions in futures and options contracts on
currencies or interest rate instruments or indexes, and
options on such contracts.
X Transactions that occur by operation of law, or under
any other circumstance, in which neither the ACCESS
PERSON nor any member of his or her FAMILY/HOUSEHOLD
exercises any discretion to buy or sell or makes
recommendations to a person who exercises such
discretion.
X Purchases of COVERED SECURITIES pursuant to an
automatic dividend reinvestment plan.
X Transactions in COVERED SECURITIES for a hedge fund, or
similar private organized investment pool managed by
the Firm.
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X Transactions pursuant to the exercise of rights issued
pro rata, to all holders of the class of COVERED
SECURITIES, held by the ACCESS PERSON (or
FAMILY/HOUSEHOLD member) and received by the ACCESS
PERSON (or FAMILY/HOUSEHOLD member) from the issuer, OR
A TENDER OFFER RECEIVED BY THE ACCESS PERSON (OR
FAMILY/HOUSEHOLDER MEMBER) FROM THE ISSUER OR A THIRD
PARTY. Examples may include purchases of COVERED
SECURITIES pursuant to the exercise of warrants or
rights granted by an issuer to its shareholders; or in
connection with an opportunity, extended by an issuer
to its shareholders as an incident of owning shares of
the issuer's securities, to purchase shares at a
discount OR TRANSACTIONS ENTERED INTO PURSUANT TO
EITHER A CASH OR STOCK TENDER OFFER BY AN ISSUER OR A
THIRD PARTY.
2. INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS. Neither you
nor any member of your FAMILY/HOUSEHOLD may acquire any
BENEFICIAL OWNERSHIP in any COVERED SECURITY in a private
placement or an initial public offering except with the
specific, advance written approval on Form E, which may be
denied for any reason.
3. PARTICIPATION IN INVESTMENT CLUBS AND NON-OECHSLE PRIVATE
POOLED VEHICLES. Neither you nor any member of your
FAMILY/HOUSEHOLD may participate in an investment club or
invest in a hedge fund, or similar private organized
investment pool, other than one managed by the Firm, without
express written permission on Form E, which may be denied for
any reason.
C. 15-DAY BLACKOUT PERIOD
Except as provided by this Section C, no ACCESS PERSON (including any
member of the FAMILY/HOUSEHOLD of such ACCESS PERSON) may purchase or sell any
COVERED SECURITY within the seven calendar days immediately before or after a
calendar day on which any client account managed by the Firm purchases or sells
that COVERED SECURITY (or any closely related security, such as an option or a
related convertible or exchangeable security), unless the ACCESS PERSON had no
actual knowledge
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that the COVERED SECURITY (or any closely related security) was being considered
for purchase or sale for any client account. If any such transactions occur, the
Firm may require any profits from the transactions to be disgorged for donation
by the Firm to charity. Notwithstanding the foregoing, an ACCESS PERSON may
purchase a COVERED SECURITY within seven calendar days immediately after a
calendar day on which any client account managed by the Firm purchased such
COVERED SECURITY, or may sell a COVERED SECURITY within seven calendar days
immediately after a calendar day on which any client account sold such COVERED
SECURITY; provided that the HEAD TRADER confirms to the CODE OFFICER that there
are no unfilled orders for that COVERED SECURITY placed with a broker. NOTE:
EXCEPT AS PROVIDED BY THE PRECEDING SENTENCE, THE TOTAL BLACKOUT PERIOD IS 15
DAYS (THE DAY OF THE CLIENT TRADE, PLUS SEVEN DAYS BEFORE AND SEVEN CALENDAR
DAYS IMMEDIATELY AFTER).
NOTE: It sometimes happens that an INVESTMENT PERSON who is responsible for
making investment recommendations or decisions for client accounts (such as a
portfolio manager or analyst) determines -- within the seven calendar days after
the day he or she (or a member of his or her FAMILY/HOUSEHOLD) has purchased or
sold for his or her own account a COVERED SECURITY that was not, to the
INVESTMENT PERSON'S knowledge, then under consideration for purchase or sale by
any client account-that it would be desirable for client accounts as to which
the INVESTMENT PERSON is responsible for making investment recommendations or
decisions to purchase or sell the same COVERED SECURITY (or a closely related
security). In this situation, the INVESTMENT PERSON MUST put the clients'
interests first, and promptly make the investment recommendation or decision in
the clients' interest, rather than delaying the recommendation or decision for
clients until after the seventh day following the day of the transaction for the
INVESTMENT PERSON'S (or FAMILY/HOUSEHOLD member's) own account to avoid conflict
with the blackout provisions of this Code. The Firm recognizes that this
situation may occur in entire good faith, and will not require disgorgement of
profits in such instances if it appears that the INVESTMENT PERSON acted in good
faith and in the best interests of the Firm's clients.
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The blackout requirements do not apply to the following categories of
transactions:
X Transactions in futures and options contracts on
CURRENCIES OR interest rate instruments or indexes, and
options on such contracts.
X Transactions that occur by operation of law or under
any other circumstance in which neither the ACCESS
PERSON nor any member of his or her FAMILY/HOUSEHOLD
exercises any discretion to buy or sell or makes
recommendations to a person who exercises such
discretion.
X Purchases of COVERED SECURITIES pursuant to an
automatic dividend reinvestment plan.
X Purchases pursuant to the exercise of rights issued pro
rata to all holders of the class of COVERED SECURITIES
held by the ACCESS PERSON (or FAMILY/HOUSEHOLD member)
and received by the ACCESS PERSON (or FAMILY/HOUSEHOLD
member) from the issuer, or a tender offer received by
the ACCESS PERSON (OR FAMILY/HOUSEHOLDER MEMBER) FROM
THE ISSUER OR A THIRD PARTY. Examples may include
purchases of COVERED SECURITIES pursuant to the
exercise of warrants or rights granted by an issuer to
its shareholders; or in connection with an opportunity,
extended by an issuer to its shareholders as an
incident of owning shares of the issuer's securities,
to purchase shares at a discount OR TRANSACTIONS
ENTERED INTO PURSUANT TO EITHER A CASH OR STOCK TENDER
OFFER BY AN ISSUER OR A THIRD PARTY.
Subject to the preclearance requirements set forth in the Code, an
Access Person may purchase or sell shares of a security which is being purchased
or sold, or is being actively considered for purchase or sale, for client
accounts within the prescribed blackout period if given the shares the Access
Person is purchasing or selling and the market capitalization (outstanding
shares x current price per share) of the issuer, the Access Person's trading
could have no material impact on the price of the security and if the Firm were
trading in the security, such trade could have no material impact of the
security. This exemption is subject to preclearance procedures set forth above
and may be denied by the Code Officer for any reason.
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DEFINITIONS
These terms have special meanings in this Code of Ethics:
ACCESS PERSON
BENEFICIAL OWNERSHIP
CODE OFFICER
COVERED SECURITY
FAMILY/HOUSEHOLD
HEAD TRADER
INVESTMENT PERSON
The special meanings of these terms as used in this Code of Ethics are
explained below. Some of these terms (such as "beneficial ownership") are
sometimes used in other contexts, not related to Codes of Ethics, where they
have different meanings. For example, "beneficial ownership" has a different
meaning in this Code of Ethics than it does in the SEC's rules for proxy
statement disclosure of corporate directors' and officers' stockholdings, or in
determining whether an investor has to file 13D or 13G reports with the SEC.
IMPORTANT: IF YOU HAVE ANY DOUBT OR QUESTION ABOUT WHETHER AN INVESTMENT,
ACCOUNT OR PERSON IS COVERED BY ANY OF THESE DEFINITIONS, ASK THE CODE OFFICER.
ACCESS PERSON includes:
Each and every employee of the Firm is considered an ACCESS
PERSON. A consultant retained by the Firm may also be considered an
ACCESS PERSON, if such consultant is designated, in writing, as an
ACCESS PERSON by the Code Officer.
BENEFICIAL OWNERSHIP means any opportunity, directly or indirectly, to
profit or share in the profit from any transaction in securities. It also
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includes transactions over which you exercise investment discretion (other than
for a client of the Firm) even if you do not share in the profits. BENEFICIAL
OWNERSHIP is a very broad concept. Some examples of forms of BENEFICIAL
OWNERSHIP include:
Securities held in a person's own name, or that are
held for the person's benefit in nominee, custodial
or "street name" accounts.
Securities owned by or for a partnership in which the
person is a general partner (whether the ownership is
under the name of that partner, another partner or
the partnership or through a nominee, custodial or
"street name" account).
Securities that are being managed for a person's
benefit on a discretionary basis by an investment
adviser, broker, bank, trust company or other
manager, UNLESS the securities are held in a "blind
trust" or similar arrangement under which the person
is prohibited by contract from communicating with the
manager of the account and the manager is prohibited
from disclosing to the person what investments are
held in the account. (Just putting securities into a
discretionary account is not enough to remove them
from a person's BENEFICIAL OWNERSHIP. This is
because, unless the arrangement is a "blind trust,"
the owner of the account can still communicate with
the manager about the account and potentially
influence the manager's investment decisions.)
Securities in a person's individual retirement
account.
Securities in a person's account in a 401(k) or
similar retirement plan, even if the person has
chosen to give someone else investment discretion
over the account.
Securities owned by a trust of which the person is
either a TRUSTEE or a BENEFICIARY.
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Securities owned by a corporation, partnership or
other entity that the person controls (whether the
ownership is under the name of that person, under the
name of the entity or through a nominee, custodial or
"street name" account).
This is not a complete list of the forms of ownership that could constitute
BENEFICIAL OWNERSHIP for purposes of this Code. You should ask the CODE OFFICER
if you have any questions or doubts at all about whether you or a member of your
FAMILY/HOUSEHOLD would be considered to have BENEFICIAL OWNERSHIP in any
particular situation.
CODE OFFICER means Robert O'Hare, or another person that he designates to
perform the functions of Code Officer when he is not available. You can reach
the Code Officer by calling (617) 330-8979. For purposes of reviewing the Code
Officer, or his designee's own transactions and reports under this Code, the
functions of the Code Officer are performed by Paula Drake.
COVERED SECURITY means anything that is considered a "security" under the
Investment Company Act of 1940, EXCEPT:
Direct obligations of the U.S. Government.
Bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
obligations, including repurchase agreements.
Shares of OPEN-END investment companies that are
registered under the Investment Company Act (mutual
funds).
This is a very broad definition of security. It includes most kinds of
investment instruments, including things that you might not ordinarily think of
as "securities," such as:
options on securities, on indexes and on currencies;
investments in all kinds of limited partnerships;
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investments in foreign unit trusts and foreign
mutual funds; and
investments in private investment funds, hedge funds
and investment clubs.
If you have any question or doubt about whether an investment is a considered a
security or a COVERED SECURITY under this Code, ask the CODE OFFICER.
Members of your FAMILY/HOUSEHOLD include:
Your spouse or domestic partner (unless he or she
does not live in the same household as you and you do
not contribute in any way to his or her support).
Your children under the age of 18.
Your children who are 18 or older (unless they do not
live in the same household as you and you do not
contribute in any way to their support).
Any of these people who live in your household: your
stepchildren, grandchildren, parents, stepparents,
grandparents, brothers, sisters, parents-in-law,
sons-in-law, daughters-in-law, brothers-in-law and
sisters-in-law, including adoptive relationships.
Comment--There are a number of reasons this Code covers transactions in which
members of your FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP. First, the SEC
regards any benefit to a person that you help to support financially as
indirectly benefiting you, because it could reduce the amount that you might
otherwise need to contribute to that person's support. Second, members of your
household could, in some circumstances, learn of information regarding the
Firm's trading or recommendations for client accounts, and must not be allowed
to benefit from that information.
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HEAD TRADER means David Learned, or such other person who has been designated by
the Firm as a Trader.
INVESTMENT PERSON means any employee of the Firm who, in connection with his or
her regular functions or duties, makes, participates in or obtains information
regarding the purchase or sale of any securities (even if they're not COVERED
SECURITIES) for any client account, or whose functions relate to the making of
any recommendations with respect to purchases and sales; and any natural person
who directly or indirectly has a 25% or greater interest in the Firm and obtains
information concerning recommendations made to any client of the Firm regarding
the purchase or sale of any securities (even if they're not COVERED SECURITIES)
by the client.
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