KEY ASSET MANAGEMENT INC.
INVESTMENT ADVISER CODE OF ETHICS
CONCERNING PERSONAL CONDUCT & SECURITIES TRANSACTIONS
1. Purposes
Rule 17j-1 under the Investment Company Act of 1940, as amended (the
"1940 Act") generally proscribes fraudulent or manipulative practices with
respect to purchases or sales of securities held or to be acquired by investment
companies, if effected by associated persons of such companies. Section 204A of
the Investment Advisers Act of 1940, as amended ("Advisers Act"), requires every
registered investment adviser to establish, maintain and enforce written
policies and procedures reasonably designed to prevent the misuse of material,
nonpublic information by such investment adviser or any person associated with
such investment adviser.
The purpose of this Code of Ethics is to provide regulations and
procedures consistent with the 1940 Act, Rule 17j-1 thereunder and Section 204A
of the Advisers Act. It is designed to give effect to the general prohibitions
set forth in Rule 17j-1(a), as follows:
(a) It shall be unlawful for any affiliated person of or principal
underwriter for a registered investment company, or any
affiliated person of an investment adviser of or principal
underwriter for a registered investment company, in connection
with the purchase or sale, directly or indirectly, by such person
of a security held or to be acquired, as defined in this section,
by such registered investment company --
(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 are 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.
In addition, this Code of Ethics sets forth procedures to deter the misuse of
material, nonpublic information, in Appendix I hereto.
The provisions of this Investment Adviser Code of Ethics Concerning
Personal Securities Transactions and the attached Policy Statement on Insider
Trading are in addition to, and not a substitute for, the KeyCorp Code of Ethics
and the KeyCorp Policy on Public Disclosure and
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Securities Trading, or any successors thereto, which Code of Ethics and Policy
shall apply to all officers, directors and employees of Key Asset Management
Inc.
2. Definitions
(a) "Account" means any Fund or other investment advisory client.
(b) "Adviser" means Key Asset Management Inc.
(c) "Access person" means any director, officer or advisory person of
the Adviser, and those persons employed by affiliates of the
Adviser whose employment duties necessitate access to the
business and affairs of the Adviser.
(d) "Advisory person" means (i) all Investment Personnel, (ii) any
employee of the Adviser or of any company in a control
relationship to the Adviser who, in connection with his or her
regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a security by an
Account, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and
(iii) any natural person in a control or affiliate relationship
to the Adviser who obtains information concerning recommendations
made to an Account with regard to the purchase or sale of a
security.
(e) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated to other investment persons within the Adviser and,
with respect to the person making the recommendation, when such
person seriously considers making such a recommendation.
(f) "Beneficial ownership" shall be interpreted with reference to the
definition contained in the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and
the rules and regulations thereunder, as such provisions may be
interpreted by the Securities and Exchange Commission ("SEC"),
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an access person
has or acquires. In general, an access person would have a
beneficial ownership interest in any account in which the access
person either directly, or indirectly derives some form of
financial benefit. This extends to the access person's immediate
family. Generally speaking, any accounts in which the access
person, or a member of the immediate family of the access person
derives some form of financial benefit and has the ability to
direct trades, would be considered an account where a beneficial
ownership interest exists. Examples of such accounts would
include a brokerage account or a self-directed IRA. Although a
charitable trust or charitable foundation would not result in a
direct beneficial ownership interest, thus not requiring trade
preclearance by investment personnel, the investment person
continues to be obligated to comply with Sections 9 and 12 of
this Code.
(g) "Control" shall have the meaning set forth in Section 2(a)(9) of
the 1940 Act.
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(h) "Fund" means any registered investment company for which the
Adviser serves as investment adviser.
(i) "Investment Personnel" or "Investment Person" means any Portfolio
Manager, and any person whose regular function or duty is to
support, or participate in, the portfolio management function and
the investment decision-making process, including, but not
limited to, analysts and traders who provide information and
advice to a Portfolio Manager or who help execute a Portfolio
Manager's decisions. For purposes of this Code of Ethics, all
Senior Managing Directors, Managing Directors, and Directors of
the Adviser and other persons serving in a portfolio management,
research or trading capacity shall be deemed to be "investment
personnel". If an access person becomes aware of information or
activities that are normally within the function and
responsibilities of an investment person, then such access person
shall be treated as an investment person for the purpose of
complying with this Code.
(j) "Portfolio Manager" means any employee entrusted with the direct
responsibility and authority to make investment decisions
affecting an Account.
(k) "Purchase or sale of a security" includes the writing of an
option to purchase or sell a security and short sales, in
addition to an actual purchase or sale.
(1) "Security" shall have the meaning set forth in Section 2(a)(36)
of the 1940 Act, except that it shall not include shares of
unaffiliated registered open-end investment companies, securities
issued or guaranteed as to principal and interest by the
Government of the United States, short term debt securities which
are "government securities" within the meaning of Section
2(a)(16) of the 1940 Act, bankers' acceptances, bank certificates
of deposit, commercial paper and such other money market
instruments as designated by the Board of Directors of the
Adviser.
3. Statement of General Principles
In addition to the specific prohibitions set forth below, all access
persons shall conduct their personal investment activities in a manner
consistent with the following general fiduciary principles:
(a) the duty at all times to place the interests of the Accounts
first, including the interests of shareholders of a Fund;
(b) the requirement that all personal securities transactions be
conducted in such a manner as to avoid any actual or potential
conflict of interest, the appearance of a conflict of interest,
any abuse of an individual's position of trust and responsibility
or any appearance of a conflict of interest; and
(c) the fundamental standard that access persons should not take
inappropriate advantage of their positions.
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4. Prohibited Activities for Investment Personnel
In addition to the prohibited activities set forth in Section 5 of this
Code of Ethics:
(a) No investment person shall reveal to any other person (except in
the normal course of his or her duties on behalf of the Adviser)
any information regarding securities transactions by the Accounts
or consideration by the Accounts or the Adviser of any such
securities transaction.
(b) No investment person shall recommend any securities transaction
by the Accounts, including the purchase or sale of such security,
or the addition to, deletion from or change in weighing of any
such security in any of the Adviser's model portfolios, without
having disclosed his or her interest, if any, in such securities
or the issuer thereof, including without limitation (i) his or
her direct or indirect beneficial ownership of any securities of
such issuer, (ii) any contemplated transaction by such person in
such securities, (iii) any position with such issuer or its
affiliates, and (iv) any present or proposed business
relationship between such issuer or its affiliates, on the one
hand, and such person or any party in which such person has a
significant interest, on the other.
(c) No investment person shall purchase or sell any security for any
account in which he or she has any direct or indirect beneficial
ownership interest without placing such transaction through one
of the Adviser's regional trading desks. All such transactions
placed with the equity trading desk shall be submitted using the
personal trade order form attached hereto as Appendix III, and
shall be executed by the regional trading desk in accordance with
Section 6 of this Code of Ethics. In cases where the Investment
Person's account is traded on-line via the Internet (e.g.,
E-Trade, Waterhouse On-Line, Schwab, etc.), such Investment
Person shall be authorized to place the order only after
obtaining written pre-clearance from the regional trading desk
evidenced by the approval of the personal trade order form.
5. Prohibited Activities for Advisory Personnel
(a) No advisory person shall acquire any securities in an initial
public offering.
(b) No advisory person shall acquire any securities in a private
placement without the prior approval of the Chief Compliance
Officer and the Chief Executive Officer of the Adviser. The prior
approval should take into account, among other factors, whether
the investment opportunity should be reserved for one or more
Accounts, and whether the opportunity is being offered to an
individual by virtue of his or her position with the Adviser. Any
authorized investment in a private placement must be disclosed by
such advisory person to the Adviser's Chief Investment Officer
when he or she plays any part in an Account's subsequent
consideration of an investment in securities of the issuer, and
any decision by the Account to purchase securities of the issuer
will be subject to an independent review by personnel of the
Adviser with no personal interest in the issuer.
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(c) No advisory person shall serve on the board of directors of any
for-profit company without the prior approval of the Chief
Compliance Officer and the Chief Executive Officer of the Adviser
of such intended service. Advisory persons serving as directors
shall be isolated from those persons making investment decisions
with respect to the securities of the issuer through "Chinese
Wall" or other procedures specified by the Chief Compliance
Officer absent a determination by the Chief Compliance Officer to
the contrary for good cause shown. The requirements of this
Section 5(c) are in addition to, and not in lieu of, the
requirements of KeyCorp's Code of Ethics, which requires similar
approval from a KeyCorp code of ethics officer.
6. Trading Preclearance Procedures
All transactions in equities or securities having equity-like
characteristics (e.g., convertible bonds, convertible preferreds, options, etc),
entered into by an investment person shall be precleared by the equity trading
desk through which such investment person's personal trade was placed. All such
trades shall be subject to the following trading preclearance procedures:
(a) Personal trades placed by an investment person in an equity
(including closed-end mutual funds) having a market
capitalization of less than $ 2.5 billion, or where the proposed
personal trade represents more than 1% of the average daily
shares traded, shall be reviewed by the trade desk through which
the trade was placed to determine the following: (1) If such
security is currently being traded by either the New York or
Cleveland equity trading desks. Such information shall be
determined by contacting the other regional trade desk; and, (2)
If such security has been recently proposed for purchase or sale
by either the New York or Cleveland offices of the Adviser. Such
information shall be determined through correspondence with the
Chief Investment Officers of the New York and Cleveland offices,
or in their absence, an appropriate designee. In each case of
preclearance, the foregoing information shall be determined prior
to execution. If it is so determined that either office is active
in trading the security or if such security has been recently
proposed for purchase or sale, the personal security trade shall
be denied execution. Otherwise, the trade shall be immediately
executed. In cases where the personal trade has been denied
execution, such security trade may be executed on the first trade
day following the most recent trading day in which all trading
activity (regardless of materiality) in such security on behalf
of the Accounts or Funds ceases to exists. On all trades denied
execution, it shall be the responsibility of the investment
person to resubmit the personal trade on the following trade day
if the trade is still desired.
(b) Personal trades placed by an investment person in an equity
(including closed-end mutual funds) having a market
capitalization of more than $2.5 billion, and where the proposed
personal trade represents less than 1% of the average daily
shares traded shall be reviewed by the equity trading desk
through which the trade was placed, to determine only if such
security is currently being traded by that desk. If the equity
trading desk is currently trading such security on behalf of
Accounts
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pursuant to a material model portfolio change or security
recommendation, or on behalf of a Fund, the personal trade shall
be denied execution. Such security trade may be executed on the
first trade day following the most recent trading day in which
material trading activity in such security on behalf of the
Accounts or Funds ceases to occur. Otherwise, if the equity trade
desk is inactive in the security, or not working material orders
in the security, the trade shall be immediately executed. The
determination of whether trade activity in a given security is
material or not, will be at the sole discretion of the equity
trading desk. On all trades denied execution, it shall be the
responsibility of the investment person to resubmit the personal
trade on the following trade day if the trade is still desired.
(c) All personal trades placed by an investment person in a
convertible security, regardless of the size of the order or the
market cap of the underlying equity, shall be reviewed by the
equity trading desk through which the trade was placed to
determine the following: (1) If such security is currently being
traded by the convertible desk in Cleveland. Such information
shall be determined by contacting the convertible desk in
Cleveland; and, (2) If such security has been recently proposed
for purchase or sale by the convertible desk in Cleveland. Such
information shall be determined through correspondence with the
Senior Managing Director of the convertible desk in Cleveland, or
in his absence, an appropriate designee. In each case of
preclearance, the foregoing information shall be determined prior
to execution. If it is so determined that the convertible desk in
Cleveland is active in trading the security or if such security
has been recently proposed for purchase or sale, the personal
security trade shall be denied execution. Otherwise, the trade
shall be immediately executed. In cases where the personal trade
has been denied execution, such security trade may be executed on
the first trade day following the most recent trading day in
which all trading activity (regardless of materiality) in such
security on behalf of the Accounts or Funds ceases to exists. On
all trades denied execution, it shall be the responsibility of
the investment person to resubmit the personal trade on the
following trade day if the trade is still desired.
(d) All personal trades placed by an investment person in a security
which derives its value from an equity (e.g., put and call
options), shall be reviewed in accordance with paragraphs (a) and
(b) as if the underlying equity were being traded.
7. Exempted Transactions
The prohibitions of Sections 4, 5 and 6 of this Code of Ethics shall not
apply to:
(a) Purchases or sales effected in any account over which the access
person has no direct or indirect influence or control.
(b) Purchases or sales which are non-volitional on the part of either
the access person or the Accounts.
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(c) Purchases which are part of an automatic dividend reinvestment
plan or employer sponsored discounted stock purchase program.
(d) Purchases effected upon the exercise of rights issued by an
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.
(e) Sales which are effected pursuant to a tender offer or similar
transaction involving an offer to acquire all or a significant
portion of a class of securities.
(f) Purchases or sales in shares of mutual funds (both affiliated and
non-affiliated), government securities and money market
investments.
8. Reporting
(a) In addition to the reports provided in this Section 8, every
access person must direct his or her broker to provide to the
Compliance Officer, on a timely basis, duplicate copies of
confirmations of all personal securities transactions.
(b) No later than ten calendar days following the end of each
calendar quarter, every access person shall report to the
Compliance Officer the information described in subsection (c) of
this Section 8 with respect to each transaction, effected during
such preceding calendar quarter, in any security in which such
access person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership in the security;
notwithstanding the foregoing, the following transactions will be
exempt from the requirements of this subsection (b): (i)
transactions in securities of the U.S. government, its agencies
or instrumentalities; (ii) transactions in shares of open-end
mutual funds that are not advised by the Adviser or any direct or
indirect affiliate of the Adviser or KeyCorp; (iii) transactions
in any account over which such access person has no direct
influence or control; (iv) transactions in shares of any money
market mutual fund, whether affiliated or unaffiliated; (v)
transactions in mutual fund shares purchased by a 401(k) account
(individual equities purchased in any 401(k) or IRA account are
reportable securities); and, (vi) transactions in securities
pursuant to a dividend reinvestment plan or employer-sponsored
discounted stock purchase program.
(c) Every report described in subsection (b) of this Section 8 shall
contain the following information:
(i) The date of the transaction, the title and the number of
shares or the par value of each security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(iii) The price at which the transaction was effected; and
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(iv) The name of the broker, dealer or bank with or through
whom the transaction was effected.
9. AIMR Code of Ethics and Standards of Professional Conduct
The Board of Directors of the Adviser has adopted the AIMR (Association
for Investment Management and Research) Code of Ethics and Standards of
Professional Conduct ("AIMR Code"), a copy of which is attached hereto as
Appendix II. Although the Adviser acknowledges that not all investment persons
are members of AIMR, the Adviser has chosen to adopt the AIMR Code as it
embodies an industry standard of high moral and professional conduct and
integrity. The AIMR Code shall apply to all investment persons.
10. Violations; Exceptions
Failure to comply with any provision of this Code of Ethics, including
but not limited to the requirement to preclear transactions and to provide
complete and accurate quarterly reports shall be a violation of this Code of
Ethics, and shall be reported by the Chief Compliance Officer to the President
and Chief Executive Officer of the Adviser. The President and the Chief
Compliance Officer may, in their discretion, report material violations to the
Board of Directors of the Adviser. Exceptions to the provisions of this Code of
Ethics shall be considered by the Chief Compliance Officer and the Chief
Executive Officer on a case-by-case basis and shall be granted, in the sole
discretion of the Chief Compliance Officer and the Chief Executive Officer, only
if the facts and circumstances permit.
11. Sanctions
Upon discovering a violation of this Code, the Board of Directors of the
Adviser may impose such sanctions as it deems appropriate, including, but not
limited to, a letter of censure or suspension or termination of the employment
of the violator. All material violations of this Code and any sanctions imposed
with respect thereto may, in the discretion of the President and the Chief
Executive Officer of the Adviser, be reported periodically to the Board of
Directors of the Funds.
12. Insider Trading
The Board of Directors of the Adviser has adopted a policy statement on
insider trading and conflicts of interest (the "Policy Statement"), a copy of
which is attached hereto as Appendix I. All access persons are required by this
Code to read and familiarize themselves with their responsibilities under this
Code and the Policy Statement. All access persons shall certify annually that
they have read and understand this Code and the Policy Statement, and that they
have complied with the requirements thereof, and the Compliance Officer shall
maintain a copy of each executed Acknowledgment.
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Appendix I
POLICY STATEMENT ON INSIDER TRADING
A. Introduction
Key Asset Management Inc. (the "Adviser") seeks to foster a reputation
for integrity and professionalism. That reputation is a vital business asset.
The confidence and trust placed in us by our clients is something we should
value and endeavor to protect. To further that goal, this Policy Statement
implements procedures to determine the misuse of material, nonpublic information
in securities transactions.
Trading securities while in possession of material, nonpublic
information or improperly communicating that information to others may expose
you to stringent penalties. Criminal sanctions may include a fine of up to
$1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission
("SEC") can recover the profits gained or losses avoided through the violative
trading, a penalty of up to three times the illicit windfall and an order
permanently barring you from the securities industry. Finally, you may be sued
by investors seeking to recover damages for insider trading violations.
Regardless of whether a government inquiry occurs, the Adviser views
seriously any violation of this Policy Statement. Such violations constitute
grounds for disciplinary sanctions, including dismissal.
B. Scope of the Policy Statement
This Policy Statement is drafted broadly; it will be applied and
interpreted in a similar manner. This Policy Statement applies to securities
trading and information handling by directors, officers, and employees of the
Adviser (including spouses, minor children, and adult members of their
households).
The law of insider trading is unsettled; an individual legitimately may
be uncertain about the application of the Policy Statement in a particular
circumstance. Often, a single question can forestall disciplinary action or
complex legal problems. You should direct any questions relating to the Policy
Statement to the Chief Compliance Officer. You also must notify the Chief
Compliance Officer immediately if you have any reason to believe that a
violation of the Policy Statement has occurred or is about to occur.
C. Policy Statement
No person to whom this Policy Statement applies, including you, may
trade, either personally or on behalf of others, while in possession of
material, nonpublic information; no personnel of the Adviser may communicate
material, nonpublic information to others in violation of the law. This section
reviews principles important to the Policy Statement.
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1. What is Material Information?
Information is "material" when there is a substantial likelihood
that a reasonable investor would consider it important in making his or her
investment decisions. Generally, this is information whose disclosure will have
a substantial effect on the price of a company's securities. No simple "bright
line" test exists to determine when information is material; assessments of
materiality involve a highly fact - specific inquiry. For this reason, you
should direct any questions about whether information is material to the Chief
Compliance Officer.
Material information often relates to a company's results and
operations including, for example, dividend changes, earning results, changes in
previously released earnings estimates, significant merger or acquisition
proposals or agreements, major litigation, liquidation problems, and
extraordinary management developments.
Material information also may relate to the market for a
company's securities. Information about a significant order to purchase or sell
securities may, in some contexts, be deemed material. Similarly, prepublication
information regarding reports in the financial press also may be deemed
material. For example, the U.S. Supreme Court upheld the criminal convictions of
insider trading defendants who capitalized on prepublication information about
the Wall Street Journal's "Heard on the Street" column.
2. What is Nonpublic 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 government agency, the Dow Jones "tape" or the
Wall Street Journal or some other publication of general circulation, and after
sufficient time has passed so that the information has been disseminated widely.
3. Identifying Inside Information
Before executing any trade for yourself or others, including
Accounts, you must determine whether you have access to material, nonpublic
information. If you think that you might have access to material, nonpublic
information, you should take the following steps:
(i) Report the information and proposed trade immediately to
the Compliance Officer.
(ii) Do not purchase or sell the securities on behalf of
yourself or others, including the Accounts.
(iii) Do not communicate the information inside or outside the
Advisers, other than to the Compliance Officer, and your
supervisor if necessary.
(iv) After the Compliance Officer has reviewed the issue, the
firm will determine whether the information is material
and nonpublic and, if so, what action the firm should
take.
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You should consult with the Compliance Officer before taking any action.
This degree of caution will protect you, your clients and the firm.
4. Contact with Public Companies
The Adviser's contacts with public companies represent an
important part of our research efforts. The Adviser may make investment
decisions on the basis of the firm's conclusions formed through such contacts
and analysis of publicly available information. Difficult legal issues arise,
however, when, in the course of these contacts, an employee or other person
subject to this Policy Statement becomes aware of material, nonpublic
information. This could happen, for example, if a company's Chief Financial
Officer were to prematurely disclose quarterly results to an analyst, or an
investor relations representative makes a selective disclosure of adverse news
to a handful of investors. In such situations, the Adviser must make a judgment
as to their further conduct. To protect yourself, your clients and the firm, you
should contact the Chief Compliance Officer immediately if you believe that you
may have received material, nonpublic information.
5. Tender Offers
Tender offers represent a particular concern in the law of
insider trading for two reasons. First, tender offer activity often produces
extraordinary gyrations in the price of the target company's securities. Trading
during this time period is more likely to attract regulatory attention (and
produces a disproportionate percentage of insider trading cases). Second, the
SEC has adopted a rule which expressly forbids trading and "tipping" while in
possession of material, nonpublic information regarding a tender offer received
from the tender offeror, the target company or anyone acting on behalf of
either. Employees and others subject to this Policy Statement should exercise
particular caution any time they become aware of nonpublic information relating
to a tender offer.
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AIMR
Association for Investment Management and Research
Code of Ethics and Standards of Professional Conduct
As amended and restated May 5, 1996
The Code of Ethics
Members of the Association for Investment Management and Research shall:
o Act with integrity, competence, dignity, and in an ethical manner when
dealing with the public, clients, prospects, employers, employees, and
fellow members.
o Practice and encourage others to practice in a professional and ethical
manner that will reflect credit on members and their profession.
o Strive to maintain and improve their competence and the competence of others
in the profession.
o Use reasonable care and exercise independent professional judgment.
The Standards of Professional Conduct
Standard I: Fundamental Responsibilities
Members shall:
A. Maintain knowledge of and comply with all applicable laws, rules, and
regulations (including AIMR's Code of Ethics and Standards of Professional
Conduct) of any government, regulatory organization, licensing agency, or
professional association governing the members' professional activities.
B. Not knowingly participate or assist in any violation of such laws,
rules, or regulations.
Standard II: Relationships with and Responsibilities to the Profession
A. Use of Professional Designation.
1. Membership in AIMR, the Financial Analysts Federation (FAF), or
the Institute of Chartered Financial Analysts (ICFA) may be
referenced by members of these organizations only in a dignified
and judicious manner. The use of the reference may be accompanied
by an accurate explanation of the requirements that have been met
to obtain membership in these organizations.
2. Holders of the Chartered Financial Analyst designation may use
the professional designation "Chartered Financial Analyst," or
the mark "CFA," and are encouraged to do so, but only in a
dignified and judicious manner. The use of the
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designation may be accompanied by an accurate explanation of the
requirements that have been met to obtain the designation.
3. Candidates may reference their participation in the CFA Program,
but the reference must clearly state that an individual is a
candidate for the CFA designation and may not imply that the
candidate has achieved any type of partial designation.
B. Professional Misconduct. Members shall not engage in any professional
conduct involving dishonesty, fraud, deceit, or misrepresentation or commit any
act that reflects adversely on their honesty, trustworthiness, or professional
competence.
C. Prohibition against Plagiarism. Members shall not copy or use, in
substantially the same form as the original, material prepared by another
without acknowledging and identifying the name of the author, publisher or
source of such material. Members may use, without acknowledgment, factual
information published by recognized financial and statistical reporting services
or similar sources.
Standard III: Relationships with and Responsibilities to the Employer
A. Obligation to Inform Employer of Code and Standards.
Members shall:
1. Inform their employer, through their direct supervisor, that they
are obligated to comply with the Code and Standards and are
subject to disciplinary sanctions for violations thereof.
2. Deliver a copy of the Code and Standards to their employer if the
employer does not have a copy.
B. Duty to Employer. Members shall not undertake any independent practice
that could result in compensation or other benefit in competition with their
employer unless they obtain written consent from both their employer and the
persons or entities for whom they undertake independent practice.
C. Disclosure of Conflicts to Employer. Members shall:
1. Disclose to their employer all matters, including beneficial
ownership of securities or other investments, that reasonably
could be expected to interfere with their duty to their employer
or ability to make unbiased and objective recommendations.
2. Comply with any prohibitions on activities imposed by their
employer if a conflict of interest exists.
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D. Disclosure of Additional Compensation Arrangements. Members shall
disclose to their employer in writing all monetary compensation or other
benefits that they receive for their services that are in addition to
compensation or benefits conferred by a member's employer.
E. Responsibilities of Supervisors. Members with supervisory responsibility,
authority, or the ability to influence the conduct of others shall exercise
reasonable supervision over those subject to their supervision or authority to
prevent any violation of applicable statutes, regulations, or provisions of the
Code and Standards. In so doing, members are entitled to rely on reasonable
procedures designed to detect and prevent such violations.
Standard IV: Relationships with and Responsibilities to Clients and Prospects
A. Investment Process.
A.1 Reasonable Basis and Representations. Members shall:
a. Exercise diligence and thoroughness in making investment
recommendations or in taking investment actions.
b. Have a reasonable and adequate basis, supported by appropriate
research and investigation, for such recommendations or actions.
c. Make reasonable and diligent efforts to avoid any material
misrepresentation in any research report or investment
recommendation.
d. Maintain appropriate records to support the reasonableness of
such recommendations or actions.
A.2 Research Reports. Members shall:
a. Use reasonable judgment regarding the inclusion or exclusion of
relevant factors in research reports.
b. Distinguish between facts and opinions in research reports.
c. Indicate the basic characteristics of the investment involved
when preparing for public distribution a research report that is
not directly related to a specific portfolio or client.
A.3 Independence and Objectivity. Members shall use reasonable care and judgment
to achieve and maintain independence and objectivity in making investment
recommendations or taking investment action.
B. Interactions with Clients and Prospects.
B.1 Fiduciary Duties. In relationships with clients, members shall use
particular care in determining applicable fiduciary duty and shall comply with
such duty as to those persons and
<PAGE>
interests to whom the duty is owed. Members must act for the benefit of their
clients and place their clients' interests before their own.
B.2 Portfolio Investment Recommendations and Actions.
Members shall:
a. Make a reasonable inquiry into a client's financial situation,
investment experience, and investment objectives prior to making
any investment recommendations and shall update this information
as necessary, but no less frequently than annually, to allow the
members to adjust their investment recommendations to reflect
changed circumstances.
b. Consider the appropriateness and suitability of investment
recommendations or actions for each portfolio or client. In
determining appropriateness and suitability, members shall
consider applicable relevant factors, including the needs and
circumstances of the portfolio or client, the basic
characteristics of the investment involved, and the basic
characteristics of the total portfolio. Members shall not make a
recommendation unless they reasonably determine that the
recommendation is suitable to the client's financial situation,
investment experience, and investment objectives.
c. Distinguish between facts and opinions in the presentation of
investment recommendations.
d. Disclose to clients and prospects the basic format and general
principles of the investment processes by which securities are
selected and portfolios are constructed and shall promptly
disclose to clients and prospects any changes that might
significantly affect those processes.
B.3 Fair Dealing. Members shall deal fairly and objectively with all clients
and prospects when disseminating investment recommendations, disseminating
material changes in prior investment recommendations, and taking investment
action.
B.4 Priority of Transactions. Transactions for clients and employers shall
have priority over transactions in securities or other investments of which a
member is the beneficial owner so that such personal transactions do not operate
adversely to their clients' or employer's interests. If members make a
recommendation regarding the purchase or sale of a security or other investment,
they shall give their clients and employer adequate opportunity to act on the
recommendation before acting on their own behalf. For purposes of the Code and
Standards, a member is a "beneficial owner" if the member has:
a. a direct or indirect pecuniary interest in the securities;
b. the power to vote or direct the voting of the shares of the
securities or investments;
c. the power to dispose or direct the disposition of the security or
investment.
<PAGE>
B.5 Preservation of Confidentiality. Members shall preserve the
confidentiality of information communicated by clients, prospects, or employers
concerning matters within the scope of the client-member, prospect-member, or
employer-member relationship unless the member receives information concerning
illegal activities on the part of the client, prospect, or employer.
B.6 Prohibition against Misrepresentation. Members shall not make any
statements, orally or in writing, that misrepresent:
a. the services that they or their firms are capable of performing;
b. their qualifications or the qualifications of their firm;
c. the member's academic or professional credentials. Members shall
not make or imply, orally or in writing, any assurances or
guarantees regarding any investment except to communicate
accurate information regarding the terms of the investment
instrument and the issuer's obligations under the instrument.
B.7 Disclosure of Conflicts to Clients and Prospects. Members shall disclose
to their clients and prospects all matters, including beneficial ownership of
securities or other investments, that reasonably could be expected to impair the
member's ability to make unbiased and objective recommendations.
B.8 Disclosure of Referral Fees. Members shall disclose to clients and
prospects any consideration or benefit received by the member or delivered to
others for the recommendation of any services to the client or prospect.
Standard V: Relationships with and Responsibilities to the Investing Public
A. Prohibition against Use of Material Nonpublic Information. Members who
possess material nonpublic information related to the value of a security shall
not trade or cause others to trade in that security if such trading would breach
a duty or if the information was misappropriated or relates to a tender offer.
If members receive material nonpublic information in confidence, they shall not
breach that confidence by trading or causing others to trade in securities to
which such information relates. Members shall make reasonable efforts to achieve
public dissemination of material nonpublic information disclosed in breach of a
duty.
B. Performance Presentation.
1. Members shall not make any statements, orally or in writing, that
misrepresent the investment performance that they or their firm
have accomplished or can reasonably be expected to achieve.
2. If members communicate individual or firm performance information
directly or indirectly to clients or prospective clients, or in a
manner intended to be received by clients or prospective clients,
members shall make every reasonable effort to assure that such
performance information is a fair, accurate, and complete
presentation of such performance.
<PAGE>
Personal Trade Request
Key Asset Management Inc.
To Be Completed By Employee
Employee Name:______________________ DATE:_______________
(please circle)
-------- ----------- ------- --------- ------------
BUY SELL LIMIT GTC OTHER
-------- ----------- ------- --------- ------------
Full Security Name
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Ticker Symbol Number of Shares (state for each account)
------------------------ --------------------------------------------------
------------------------ --------------------------------------------------
Special Instructions
------------------------------------------------------------------------------
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Name of Brokerage Film
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Phone Number of Broker
------------------------------------------------------------------------------
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Account Number(s)
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Name of Broker Rep
------------------------------------------------------------------------------
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--------------------------------- ----------- ------------ -------------------
To Be Completed By Trader
Preclearance Name of individual(s)
confirmed with
CLE NYC
Trade desk Currently Active in YES NO _______________________________
Issue:
Being Considered For Purchase YES NO _______________________________
or Sale
Trader: DENIED APPROVED _______________________________
Date:
_______________________________
<PAGE>
Acknowledgment
I have read and understand the Investment Adviser Code of Ethics
Concerning Personal Securities Transactions (the "Code") and the accompanying
Policy Statement on Insider Trading (the "Policy"). I certify that I have
complied with the Code and Policy and will continue to comply with the Code and
Policy. I understand that any violation of the Code or Policy may lead to
sanctions, including dismissal.
--------------------------- ------------------
Signature Date
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Name
