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EXHIBIT 99.p(12)
WESTFIELD CAPITAL MANAGEMENT COMPANY, INC.
CODE OF ETHICS
STATEMENT OF GENERAL PRINCIPLES
As investment adviser to individuals, employee benefit plans, trust accounts,
charitable institutions, foundations, endowments, partnerships and investment
companies (collectively, "Funds"), it is the policy of Westfield Capital
Management Company, Inc. ("Westfield") that Portfolio Managers, Investment
Personnel and Access Persons (1) should (1) at all times place the interests of
Funds first; (2) conduct all personal securities transactions in a manner that
is consistent with this Code of Ethics and in such a manner as to avoid any
actual or potential conflict of interest or any abuse of the individual's
position of trust and responsibility; and (3) adhere to the fundamental standard
that Westfield personnel should not take inappropriate advantage of their
positions.
GOVERNING STANDARDS
This Code of Ethics shall be governed by Rule 17j-1 under the Investment Company
Act of 1940 and the Investment Company Institute's Guidelines on Personal
Investing.
Portfolio Managers, Investment Personnel or Access Persons shall not, in
connection with the purchase or sale by such persons of a security "held or to
be acquired" by any Fund:
(1) Employ a device, scheme or artifice to defraud the Fund;
(2) Make to the Fund any untrue statement of a material fact or omit
to state to the Fund a material fact necessary in order to make
the statements made, in light of the circumstances under which
they are made, not misleading;
(3) Engage in any act, practice or course of business which operates
or would operate as a fraud or deceit upon the Fund; or
(4) Engage in any manipulative practice with respect to the Fund.
A security is "held or to be acquired" by a Fund if within the most recent 15
days it (1) is or
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(1) Portfolio Managers have the responsibility and authority to make
decisions about Fund investments, while Investment Personnel include the
analysts and traders who provide information and advice to a portfolio manager
or who help execute the portfolio manager's decisions. Access Persons are (A)
any directors, officers or employees of Westfield (1) who, in connection with
their duties, make, participate in or obtain information regarding the purchase
or sale of a security by a Fund, or (2) whose functions relate to the making of
any recommendations with respect to such purchases and sales, or (3) who, in
connection with their duties, obtain any information concerning securities
recommendations being made by Westfield to a Fund, and (B) any natural person in
a control relationship to Westfield or a Fund who obtains information concerning
recommendations made to a Fund with regard to the purchase or sale of a
security.
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has been held by the Fund, or (2) is being or has been considered by the Fund,
or by Westfield, for purchase by the Fund. A purchase or sale includes, inter
alia, the writing of an option to purchase or sell.
SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
1. Initial Public Offerings
Portfolio Managers and Investment Personnel are prohibited from
acquiring any securities in an initial public offering.
2. Private Placements
Portfolio Managers and Investment Personnel shall, when purchasing
securities in a private placement:
a. Obtain the prior written approval of Karen DiGravio or, in her
absence, Arthur J. Bauernfeind (such prior approval will be valid
only on the day executed by Ms. DiGravio or Mr. Hazard and will
take into account, among other factors, whether the investment
opportunity should be reserved for an investment company and its
shareholders, and whether the opportunity is being offered to an
individual by virtue of his or her position with Westfield or
connection with a Fund);
b. When they are involved in any subsequent decision to invest in the
issuer on behalf of a Fund, disclose their investment to Karen
DiGravio or, in her absence, Arthur J. Bauernfeind and refer the
decision to purchase securities of the issuer for the Fund to
Karen DiGravio or, in her absence, Arthur J. Bauernfeind.
3. Blackout Periods
a. Same Day
Portfolio Managers, Investment Personnel and Access Persons are
prohibited from executing a securities transaction on a day when a
Fund has a pending "buy" or "sell" order in the same security
until that order is executed or withdrawn. Any profits realized on
trades within the proscribed periods must be disgorged to the Fund
by the Portfolio Manager, Investment Personnel or Access Person.
b. Seven Day
Portfolio Managers are prohibited from buying or selling a
security within seven (7) calendar days before the Fund he or she
manages trades in that security. Any profits realized on trades
within the proscribed period must be disgorged by the Portfolio
Manager to the Fund.
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4. Gifts
Portfolio Managers and Investment Personnel are prohibited from
receiving any gift or other thing of more than $100 in value from any
person or entity that does business with or on behalf of a Fund.
5. Service as a Director.
Portfolio Managers and Investment Personnel are prohibited from serving
on the board of directors of publicly traded companies, without prior
authorization from Westfield's Board of Directors and the Funds' Board
of Directors.
PRECLEARANCE; BROKER CONFIRMATIONS AND STATEMENTS
1. Preclearance
Portfolio Managers, Investment Personnel and Access Persons are
required to obtain written preclearance of all transactions in any
securities other than shares of registered open-end investment
companies in which the person has, or by reason of the transaction
acquires, any direct or indirect beneficial ownership(2) ("Personal
Securities") with Karen DiGravio or, in her absence, Arthur J.
Bauernfeind or the day of such transaction.
2. Records of Securities Transactions
Portfolio Managers, Investment Personnel and Access Persons are
required to direct their brokers to provide Karen DiGravio or, in her
absence, Arthur J. Bauernfeind, on a timely basis, duplicate copies of
confirmations of all Personal Securities transactions and copies of
periodic statements for all securities accounts maintained by or for
such persons by such brokers.
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(2) Beneficial ownership of a security is determined in the same manner
as it would be for the purposes of Section 16 of the Securities Exchange Act of
1934, except that such determination shall apply to all securities that a person
has or acquires. Generally, a person should consider himself the beneficial
owner of securities held by his spouse, his minor children, a relative who
shares his home, or other persons if by reason of any contact, understanding,
relationship, agreement or other arrangement, he obtains from such securities
benefits substantially similar to those of ownership. He should also consider
himself the beneficial owner of securities if he can vest or revest title in
himself now or in the future.
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COMPLIANCE PROCEDURES
In order to provide Westfield with information to enable it to determine with
reasonable assurance whether the provisions of this Code of Ethics are being
observed by Portfolio Managers, Investment Personnel and Access Persons:
1. Karen DiGravio shall notify all Portfolio Managers, Investment
Personnel and Access Persons of the reporting requirements of this
Code of Ethics and shall deliver a copy of this Code to each
person.
2. All Portfolio Managers, Investment Personnel and Access Persons
shall submit to Karen DiGravio, on an annual basis, an Annual
Certification of Compliance with the Code of Ethics as prescribed
in Exhibit A. The annual certification shall be filed with Karen
DiGravio within thirty (30) calendar days after calendar year-end.
3. All Portfolio Managers and Investment Personnel shall submit to
Karen DiGravio, upon commencement of employment, and thereafter on
an annual basis, personal securities holdings reports in the form
prescribed in Exhibit B. The annual report shall be filed with
Karen DiGravio within thirty (30) calendar days after calendar
year-end.
4. All Portfolio Managers, Investment Personnel and Access Persons
shall submit to Karen DiGravio, on a quarterly basis, personal
securities transactions reports. Each report shall include the
name of the security, nature of the transaction, date of the
transaction, quantity, price and broker-dealer through which the
transaction was effected. Such quarterly reports shall be filed
with Karen DiGravio within ten (10) calendar days after the end of
each calendar quarter. Such reports need not include any
transactions disclosed on confirmations or account statements
previously furnished to Westfield by any broker, or any
transactions in (1) securities issued or guaranteed by the United
States Government, its agencies or instrumentalities; (2) bankers
acceptances; (3) certificates of deposit; (4) commercial paper;
(5) and shares of registered open-end investment companies. The
requirements of this Section 4 may be satisfied by sending
duplicate confirmations of such trades to Karen DiGravio.
5. All Portfolio Managers, Investment Personnel and Access Persons
shall submit to Karen DiGravio, or, in her absence, Arthur J.
Bauernfeind, a request for preclearance in the form prescribed in
Exhibit C for all proposed securities transactions requiring
preclearance pursuant to the requirements of this Code of Ethics.
All decisions regarding the preclearance of all securities
transactions for Portfolio Managers, Investment Personnel and
Access Persons shall be made by Karen DiGravio or, in her absence,
Arthur J. Bauernfeind.
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6. Karen DiGravio shall report to Westfield's Board of Directors:
(a) at the next meeting following the deadline for receipt of
annual reports of holdings or quarterly reports of securities
transactions, the results of his review of such reports, and
(b) any apparent violation of the reporting requirements.
7. Westfield's Board of Directors shall consider reports made to it
and shall determine whether the policies established in this Code
of Ethics have been violated, and what sanctions, if any, should
be imposed. The Board shall review the operation of this Code of
Ethics at least annually or as dictated by changes in applicable
law or regulation.
8. This Code of Ethics, a copy of each Personal Securities Holdings
Report and each transactions report by the parties covered in the
Code, any written report prepared by Karen DiGravio or, in her
absence, Arthur J. Bauernfeind and lists of all persons required
to make reports hereunder shall be preserved with Westfield for
the period required by Rule 17j-1 under the Investment Company Act
of 1940.
Adopted March 27, 1995; Revised September 15, 1995, April 1, 1997 and as of
December 31, 1999.
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EXHIBIT A
WESTFIELD CAPITAL MANAGEMENT COMPANY, INC.
CODE OF ETHICS
ANNUAL CERTIFICATION OF COMPLIANCE
Underlined terms have the meaning assigned to them in Westfield Capital
Management Company, Inc.'s Code of Ethics, as amended from time to time.
As a Portfolio Manager, Investment Personnel or Access Person I certify that I
have read and understand the Code of Ethics. I further certify that I have
complied with the requirements of the Code and that I have disclosed or reported
all Personal Securities holdings and/or transactions required to be reported by
the Code.
Signature
Print name
Dated:
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EXHIBIT B
WESTFIELD CAPITAL MANAGEMENT COMPANY, INC.
CODE OF ETHICS
PERSONAL SECURITIES HOLDINGS REPORT
FOR THE CALENDAR YEAR ENDING 12/31/
Underlined terms have the meaning assigned to them in Westfield Capital
Management Company, Inc. Code of Ethics dated March 27, 1995.
To Karen DiGravio and/or Arthur J. Bauernfeind:
As Portfolio Manager or Investment Personnel, I am disclosing the following
information regarding my Personal Securities holdings to comply with the Code of
Ethics.
Check Box 1 or 2, as applicable.
1. [ ] I certify that I have no Personal Securities holdings that require
reporting for the year ending 12/31/ .
2. [ ] I certify that the following Personal Securities holdings which require
reporting by me are accurate and complete for the year ending / / .
<TABLE>
<CAPTION>
Broker or Bank
Date of Nature of Security No. of Shares/ Utilized to
Transaction Transaction Name Par Amount Acquire Holding
----------- ----------- ---- ---------- ---------------
<S> <C> <C> <C> <C>
</TABLE>
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Signature
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Print Name
Dated:
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EXHIBIT C
WESTFIELD CAPITAL MANAGEMENT COMPANY, INC.
CODE OF ETHICS
PRECLEARANCE OF SECURITIES TRANSACTION FORM
PLEASE NOTE THAT THIS PRECLEARANCE IS VALID ONLY FOR THE DATE SET FORTH UNDER
THE AUTHORIZATION BLOCK ON PAGE 3.
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Name of employee requesting authorization: ____________________________
(2) If different from #1, name of the account where the trade
will occur: ____________________________
(3) Relationship of (2) to (1): ____________________________
(4) Name of the firm at which the account is held: ____________________________
(5) Name of Security: ____________________________
(6) Maximum number of shares or units to be purchased or sold
or amount of bond: ____________________________
(7) Check those that are applicable:
___Purchase ___Sale ___Market Order ___Limit Order (Price of Limit Order:____)
</TABLE>
If the answer to any of the following questions is made by checking the answer
in Column I, the Compliance Officer may have to reject the proposed transaction:
<TABLE>
<CAPTION>
COLUMN I COLUMN II
<S> <C> <C>
(8) Do you possess material nonpublic information regarding the security
or the issuer of the security?(1) _____ Yes _____ No
(9) To your knowledge, are the securities or "equivalent securities"
(i.e., securities issued by the same entity as the issuer of a
security, and all derivative instruments, such as options and
warrants) held by any investment companies or other accounts managed
by Westfield Capital Management Company, Inc. (the "Company") _____ Yes _____ No
(10) To your knowledge, are there any outstanding purchase or sell orders
for this security or any equivalent security by any Company client,
including but not limited to any investment company managed by the
Company?
_____ Yes _____ No
</TABLE>
________________
(1) Please note that employees generally are not permitted to acquire or
sell securities when they possess material nonpublic information regarding the
security or the issuers of the security.
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<TABLE>
<CAPTION>
COLUMN I COLUMN II
<S> <C> <C>
(11) To your knowledge, are the securities or equivalent securities being
considered for purchase or sale by one or more investment companies
or other accounts managed by the Company? _____ Yes _____ No
(12) Are the securities being acquired in an initial public offering?(2) _____ Yes _____ No
(13) Are the securities being acquired in a private placement?(3) _____ Yes _____ No
(14) If you are a Portfolio Manager (4), has any account you manage purchased
or sold these securities or equivalent securities within the past
seven calendar days or do you expect the account to purchase or sell
these securities or equivalent securities within seven calendar days _____ Yes _____ No
of your purchase or sale?
</TABLE>
______________
(2) Please note that Portfolio Managers and Investment Personnel (as
defined in the Company's Code of Ethics) are not permitted to acquire securities
in an initial public offering for their own or related accounts.
(3) Please note that generally acquisitions of securities in a private
placement are discouraged and may be denied.
(4) Please see your Compliance Officer if you are not sure whether or
not you are a Portfolio Manager.
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I have read Westfield Capital Management Company, Inc.'s Code of Ethics and
Policy and Procedures Designed to Detect and Prevent Insider Trading within the
prior 12 months and believe that the proposed trade fully complies with the
requirements of each. I acknowledge that the authorization granted pursuant to
this form is valid only on the date on which the authorization is granted (as
set forth immediately below, the "Authorized by" signature block).
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Employee Signature
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Print Name
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Date Submitted
Authorized by:
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Date:
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