WINSLOW CAPITAL MANAGEMENT, INC.
CODE OF ETHICS
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Effective as of May 1, 2000
I. Definitions
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A. "Access Person" means any director, officer, Advisory Person or
Portfolio Manager of Winslow Capital Management, Inc.
B. "Advisory Person" means any employee of Winslow (including Portfolio
Managers) who, in connection with his or her regular functions or
duties, makes, participates in, or obtains information regarding
decisions or recommendations to purchase or sell securities for any
Client account, or whose functions relate to the making of any such
decisions or recommendations with respect to such purchases or sales,
and any natural person in a control relationship to Winslow who
obtains information concerning any such decisions or recommendations.
C. "Beneficial Ownership" means any person with a direct or indirect
pecuniary interest in securities (generally, the opportunity, directly
or indirectly, to profit or share in any profit derived from a
transaction in such security). Questions regarding whether any
arrangement constitutes the Beneficial Ownership of securities should
be directed to the Compliance Officer.
D. "Client" means any persons for whom Winslow serves as an "investment
adviser" within the meaning of Section 202(a)(11) of the Investment
Advisers Act of 1940 and the rules and regulations issued by the
Securities and Exchange Commission under that Act.
E. "Compliance Officer" means the person designated by Winslow from time
to time as the Compliance Officer under this Code of Ethics.
F. "Portfolio Manager" means any employee of Winslow or of any company in
a control relationship to Winslow who has direct responsibility and
authority to make investment decisions affecting Winslow or its
Clients.
G. "Winslow" means Winslow Capital Management, Inc., a Minnesota
corporation.
II. Statement of General Principles
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It is the policy of Winslow that:
A. With respect to their personal investment activities, it is the duty
of Access Persons at all times to place the interests of Clients
first.
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B. All personal securities transactions of Access Persons be conducted
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
Access Person's position of trust and responsibility.
C. Access Persons should not take inappropriate advantage of their
positions with respect to their personal investment activities.
III. Restrictions
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A. Prohibited Activities under Rule 17j-1(a). Any violation of Rule
17j-1(a) under the Investment Company Act of 1940 shall be a violation
of this Code of Ethics. In general, Rule 17j-1(a) provides that it
shall be unlawful for any Access Person in connection with the
purchase or sale by the Access Person of a security held or to be
acquired by a registered investment company with respect to which
Winslow provides investment advice:
(1) To employ any device, scheme or artifice to defraud such
registered investment company;
(2) To make to such registered investment company any untrue
statement of a material fact or omit to state to such registered
investment company a material fact necessary in order to make the
statements made, in light of the circumstances under which they
were made, not misleading;
(3) To engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any such
registered investment company; or
(4) To engage in any manipulative practice with respect to such
registered investment company.
B. Covenant to Exercise Best Judgment. An Advisory Person shall act on
his or her best judgment in effecting, or failing to effect, any
transaction by a Client, and such Advisory Person shall not take into
consideration his or her personal financial situation in connection
with decisions regarding investment advisory recommendations or
portfolio transactions by a Client.
C. Nondisclosure of Information. An Access Person shall not divulge to
any person contemplated or completed securities transactions of a
Client, except in the performance of his or her duties, unless such
information previously has become a matter of public knowledge.
D. Prohibition on Insider Trading. No Access Person of Winslow shall
directly or indirectly engage, participate, aid or assist in insider
trading, on behalf of himself or herself or others. If an Access
Person obtains information about a company which appears to be
material non-public information, such Access
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Person shall immediately advise the Compliance Officer. The Compliance
Officer, in turn, shall instruct each Portfolio Manager and each
Access Person to refrain from trading (on behalf of Clients or on
their own behalf) in such security until such time as the Compliance
Officer further notifies such persons that the information has ceased
to be material non-public information. Other than to the Compliance
Officer, Access Persons shall not disclose or divulge any material
non-public information, or the fact that material non-public
information exists, to any other person.
IV. Prohibited Purchases and Sales
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A. Except in a transaction exempted by Section V of this Code of Ethics,
no Access Person shall purchase or sell, directly or indirectly, any
security in which he or she has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership on a day during
which a Client has a pending "buy" or "sell" order in the same
security until that order is executed or withdrawn.
B. Advisory Persons may not, directly or indirectly, acquire any
securities in an initial public offering.
C. Advisory Persons may not, directly or indirectly, invest in a private
placement of securities unless the individual receives prior approval
of the Compliance Officer. Prior approval shall not be given if the
Compliance Officer believes that the investment opportunity should be
reserved for Clients or is being offered to the individual by reason
of his or her position with Winslow. If the Advisory Person proposing
to make such investment is also the Compliance Officer, the Advisory
person must receive the prior approval of such Managing Director as
may be designated by the President (the "Designated Managing
Director"). Advisory Persons who invest in securities in a private
placement must disclose that investment to all Portfolio Managers who
are considering an investment in the issuer of such securities on
behalf of Client. The Compliance Officer shall independently review
and shall retain a record of each approval of, and the rationale
supporting, any direct or indirect acquisition by Advisory Persons of
a beneficial interest in securities in a private placement.
D. Except in transactions exempted by Section V of this Code of Ethics,
Advisory Persons shall not profit from the purchase and sale, or sale
and purchase, of the same (or equivalent) securities within 60
calendar days.
E. Advisory Persons shall not serve on the board of directors of publicly
traded companies without prior authorization of the board of directors
of Winslow. The board of directors of Winslow may authorize such board
service only if it determines that such board service is consistent
with the interests of Winslow and its Clients and where safeguards are
implemented (either through a Chinese
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Wall or other procedure) to isolate the Advisory Person serving as a
director from those making investment decisions.
F. Portfolio Managers may not purchase or sell, directly or indirectly,
securities within a seven (7) day period before or after a Client that
he or she manages trades in the same security; except that any
Portfolio Manager may submit a request to the Compliance Officer to
sell such a security within the seven (7) day period following a
complete sale by a Client in the same security. The Compliance
Officer, in his or her sole discretion, may approve such request if
the proposed sale is consistent with the Portfolio Manager's duty to
place the interests of Clients first and does not inappropriately
advantage the Portfolio Manager as a result of his or her position
with respect to the Client.
V. Exempted Transactions
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The provisions of Section IV of this Code of Ethics shall not apply to
purchases or sales of securities which:
A. Are effected in an account or in a manner over which the Access Person
has no direct or indirect influence or control;
B. Client accounts are not permitted to purchase or sell in accordance
with their investment policies and restrictions;
C. Are effected pursuant to a systematic dividend reinvestment, cash
purchase, or withdrawal plan;
D. Are effected in connection with the exercise or sale of rights to
purchase additional securities from an issuer and granted by such
issuer pro rata to all holders of a class or its securities;
E. Are issued by the government of the United States or, with respect to
short-term debt securities, its agencies or instrumentalities, or are
bankers' acceptances, bank certificates of deposits, commercial paper,
or shares of registered open-end investment companies (mutual funds);
F. Are effected in connection with the call by the issuer of a preferred
stock or bond;
G. Are effected in connection with the exercise by a another party of a
put or call option; or
H. Are effected in connection with the approaching expiration of a put or
call option as a closing transaction no more than five business days
prior to such expiration.
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VI. Pre-Clearance Procedures
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The purpose of the pre-clearance procedures set forth below is to aid all
Access Persons in avoiding prohibited purchase and sale transactions. The
supervision and administration of these procedures is the direct
responsibility of the Compliance Officer.
A. Responsibility of Access Persons. Each Access Person shall notify the
Compliance Officer of the name of the company whose securities he or
she intends to purchase or sell prior to making a non-exempt
transaction. The Access Person shall not complete the contemplated
transaction until the Compliance Officer gives a "yes" answer. Should
the Compliance Officer give a "no" answer, the Access Person shall
abstain from effecting the intended transaction. The Access Person may
re-enter his or her request for pre-clearance of the same company name
as many times as he or she wishes.
B. Automatic Pre-Clearance. Upon being notified by an Access Person of
the name and company whose security he or she intends to purchase or
sell as a non-exempt transaction, the Compliance Officer will take the
following steps in a timely manner, without revealing the name of the
Access Person seeking the pre-clearance authorization:
(1) Ask the Portfolio Managers whether any securities or options
therein of the company named, or any options on such securities,
are being considered for sale or purchase for a Client within the
next seven days.
(2) If any of the Portfolio Managers gives a "yes" answer, the
Compliance Officer will give a "no" answer to the Access Person
requesting pre-clearance of the intended personal security
transaction. If all of the Portfolio Managers give a "no" answer,
the Compliance Officer will give a "yes" answer to the Access
Person making the pre-clearance request. Such pre-clearance
authorization is valid for two days. Every effort will be made to
respond to the Access Person's request for pre-clearance the same
day the request is made.
C. Pre-Clearance Request Within the Seven-Day Waiting Period. In addition
to the automatic pre-clearance procedure set forth in paragraph (B)
above, any Access Person may submit a pre-clearance request within the
seven-day waiting period. Such request may be cleared at the
discretion of the Compliance Officer if all contemplated client
activity in the security has been completed and the proposed
transaction is consistent with such Client activity. Consistent
activity would be where an Access Person wishes to purchase a security
previously purchased by a Client or wishes to sell a security
previously sold by a Client.
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D. Record Keeping Responsibility of the Compliance Officer. The
Compliance Officer shall maintain a pre-clearance logbook. In it will
be recorded information with regard to every pre-clearance request as
follows:
(1) Date
(2) Name of Access Person making request
(3) Name of company for which securities were requested to be
pre-cleared
(4) Compliance Officer's Approval (Section VI. A or B- "Yes" or "No")
(5) Type of pre-clearance authorization - Automatic (Section VI. A),
or by the Compliance Officer (Section VI. B)
The Compliance Officer shall maintain the confidentiality of the
pre-clearance logbook.
E. Non-Exempt Transactions Proposed by the Compliance Officer. In the
event that the Access Person proposing a personal securities
transaction is also the Compliance Officer, the Access Person shall
notify such Managing Director as may be designated by the President
(the "Designated Managing Director") prior to making a non-exempt
transaction. The Designated Managing Director, in such case, shall
independently assume the duties of the Compliance Officer (including,
but not limited to, performing pre-clearance procedures and
maintaining a pre-clearance logbook) with respect to each personal
securities transaction proposed by the Compliance Officer.
VII. Reporting and Compliance Procedures
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A. Quarterly Report. No later than ten (10) days after the end of each
calendar quarter, each Access Person shall submit a report to the
Compliance Officer, and the Compliance Officer shall submit a report
to the Designated Managing Director, which shall specify the following
information with respect to transactions during the preceding quarter
in which such person has, or by reason of such transaction acquired,
any direct or indirect beneficial ownership:
(1) Title and the amount of the securities involved;
(2) Date and nature of the transaction (i.e., purchase, sale, or
other acquisition or disposition);
(3) Price at which the transaction was effected; and,
(4) Name of the broker/dealer, or bank through whom the transaction
was effected.
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B. Broker-Dealer Confirmations. Every Access Person shall, if requested,
direct their broker-dealers to supply to the Compliance Officer, on a
timely basis, duplicate copies of confirmations of all personal
securities transactions and copies of all periodic statements for all
accounts. If the Access Person is also the Compliance Officer, such
person shall direct his or her broker-dealer to supply the such
information to the Designated Managing Director.
C. Certification of Compliance. Each year, Access Persons shall certify
to the Compliance Officer, and the Compliance Officer shall certify to
the Designated Managing Director, that (1) they have read and
understand this Code of Ethics and recognize that they are subject to
it, and (2) they have complied with the requirements of this Code of
Ethics and that they have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant
to the Code of Ethics.
D. Annual Report to Board of Directors. Each year the Compliance Officer
and the Designated Managing Director shall prepare an annual report to
Winslow's Board of Directors that:
(1) Summarizes existing procedures concerning personal investing and
any changes in the procedures made during the past year;
(2) Identifies any material code or procedure violations, including
any violations requiring significant remedial action during the
past year; and
(3) Identifies any recommended changes in existing restrictions or
procedures based upon Winslow's experience under this Code of
Ethics, evolving industry practices, or developments in
applicable laws or regulations.
E. Initial and Annual Holdings Reports by Access Persons. Access Persons
are required, within 10 days of commencement of employment and,
thereafter, within 10 days following the end of each calendar year, to
report all of their personal securities holdings (including securities
in which they otherwise have a beneficial ownership interest) to the
Compliance Officer. If the Access Person is also the Compliance
Officer, such reports shall be submitted to the Designated Managing
Director. Each initial and annual holdings report must be current as
of a date no more than thirty (30) days before the report is
submitted.
F. Review of Initial and Annual Holdings Reports; Quarterly Review of
Transactions. The Compliance Officer and the President shall review
each initial and annual holdings report and each quarterly report
submitted by Access Persons. In the event that the Access Person is
also the Compliance Officer, the Designated Managing Director and the
President shall review such transaction and holdings reports.
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G. Duty to Report. Upon discovering a violation or apparent violation of
this Code of Ethics any person subject to this Code of Ethics shall
bring the matter to the attention of the Compliance Officer. If the
alleged violation is based on a transaction made by the Compliance
Officer, such person shall bring the matter to the attention of the
Designated Managing Director.
H. Other Codes of Ethics. In addition to compliance with this Code of
Ethics, Access Persons may also be subject to the codes of ethics of
other investment advisers and mutual funds with respect to which
Winslow provides investment advice or serves as investment adviser. In
such case, Access Persons shall be responsible for complying with the
restrictions, procedures and reporting obligations imposed by such
codes. The Compliance Officer shall be responsible for coordinating
compliance with this Code of Ethics and such other codes of ethics.
VIII. Operating Guidelines (Advisory Persons Only)
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A. Entertainment
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Entertainment by suppliers of goods and services to purchasers is an
established business practice. Also, many desire to give luncheon or
dinner meetings in order to make the best use of their own time in
contacting purchasers of their research services. Therefore, the
following entertainment practices will be acceptable:
o Breakfasts
o Luncheons
o After work cocktails
o Dinners
Also, the following entertainment practices will be acceptable on an
occasional basis:
o Tickets to theatrical performances and sporting events
o Other recreational events such as boating, fishing, golf, tennis,
etc.
All of the above should be accepted in moderation and on a selective
basis. Excessive entertainment is to be avoided in order to avoid any
suggestion of bias in favor of any supplier's goods or services.
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B. Research Conferences
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Attendance at research conferences at which other benefits are
provided will be acceptable; however, reimbursements of travel and
hotel room expenses by broker-dealers must not be accepted. In no case
will expenses of other family members be reimbursed.
C. Gifts
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Gifts by suppliers of goods and services to purchasers is an
established business practice; however, any such gifts with a value in
excess of $50.00 must be returned. In no case should any gifts from a
single source be accepted which aggregate more than $50.00 in any
calendar year.
IX. Enforcement; Sanctions
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A. Upon discovering a violation of this Code of Ethics, the Compliance
Officer or the Designated Managing Director (as the case may be) shall
report the incident to the Board of Directors of Winslow, which shall
have the primary responsibility for enforcing the code and determining
and imposing appropriate sanctions (which may include, without
limitation, censure, suspension, termination of employment, or
disgorgement of profits).
B. In determining appropriate sanctions to be imposed for violations of
the Code, the person or persons charged with enforcing the Code may
consider any factors they deem relevant, including, without
limitation:
(1) the degree of willfulness' of the violation;
(2) the severity of the violation;
(3) the extent, if any, to which the violator profited or benefited
from the violation;
(4) the adverse effect, if any, of the violation on the involved
Client;
(5) the market value and liquidity of the class of securities
involved in the violation;
(6) the prior violations of the Code of Ethics, if any, by the
violator;
(7) the circumstances of discovery of the violation; and
(8) if the violation involved the purchase or sale of securities in
violation of the Code, (a) the price at which the purchase or
sale was made, and (b) the violator's justification for making
the purchase or sale, including the violator's tax situation, the
extent of the appreciation or depreciation of the securities
involved, and the period the securities have been held.
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C. Rights of Alleged Violator. A person charged with a violation of this
Code of Ethics shall have the opportunity to appear before the Board
of Directors of Winslow prior to the imposition of sanctions, at which
time such person shall have the opportunity, orally or in writing, to
respond to any and all charges.
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