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BOSTON PARTNERS ASSET MANAGEMENT, L.P.
CONDUCT CODES
Boston Partners Asset Management, L.P. maintains a comprehensive set of policies
which governs the conduct of all Access Persons and Employees. The cornerstone
of these policies is our Code of Ethics. This policy is founded on three
principles: 1) acting solely for the benefit of our clients and placing the
interests of our clients first; 2) holding individuals responsible to the
highest standards of integrity and professionalism; and 3) fostering a spirit of
cohesiveness and teamwork while ensuring fair treatment of all.
Integral to the Code of Ethics are Boston Partners' policy statements on Insider
Trading and Personal Securities Transactions. These two policies were developed
to eliminate any potential conflict of interest or abuse in all personal and
client trading and to heighten awareness of issues with respect to individuals
taking inappropriate advantage of their position within the firm.
Upon employment, Access Persons and Employees receive a set of policies and are
required to review and acknowledge their understanding through signoff. In
addition, Access Persons are required to report their initial holdings.
Throughout the year, our Compliance Department oversees personal trading by
reviewing all pre-clearance requests and by comparing quarterly transaction
reports to brokerage account statements and transaction confirmations obtained
directly from brokers. In addition, all brokerage account statements are
reviewed to ensure appropriate pre-approvals were obtained and to identify
the existence of any unusual trends. At year end, Access Persons are required
to submit an annual holdings report. In addition, a set of policies is
distributed to all Access Persons and Employees and signoff acknowledging
compliance for the past year is required.
March 2000
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BOSTON PARTNERS ASSET MANAGEMENT, L.P.
POLICY STATEMENT ON INSIDER TRADING
SECTION I.
INTRODUCTION
Boston Partners Asset Management, L.P. ("BPAM') has built a reputation for
integrity and professionalism among its clients. We value the confidence and
trust those clients have placed in us and strive to protect that trust. This
Policy Statement is our commitment to protecting our clients' trust by deterring
and detecting 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 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, investors seeking to recover damages for
insider trading violations may sue you.
Regardless of whether a government inquiry occurs, BPAM views seriously any
violation of this Policy Statement. Disciplinary sanctions may be imposed on any
person committing a violation, including, but not necessarily limited to,
censure, suspension, or termination of employment-
A. 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 handled by all "Access Persons" and "Employees" of BPAM. Access
Persons shall include all portfolio managers, research analysts, traders, and
certain other personnel designated by the Compliance Department. Employees shall
include any individual working for BPAM who has not been identified as an Access
Person, unless exempted by the Compliance Department. The definitions of Access
Persons and Employees shall include any spouse, minor children, and adult
members of an Access Person's household, or any person or organization (such as
an investment club) with whom an Access Person has a direct or indirect
beneficial interest, or any trusts of which an Access Person is trustee or in
which he/she has a beneficial interest.
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
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forestall disciplinary action of complex legal problems. You should direct any
questions relating to the Policy Statement to William J. Kelly (617) 832-8280
immediately, if you have any reason to believe that a violation of the Policy
Statement has occurred or is about to occur.
B. POLICY STATEMENT ON INSIDER TRADING
No person to whom this Policy Statement applies, including you, may trade,
either personally or on behalf of others (such as investment companies and
private accounts managed by BPAM), while in possession of material, nonpublic
information; nor may such BPAM personnel communicate material, nonpublic
information to others in violation of the law. This section reviews principles
important to the Policy Statement.
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.
Material information often relates to a company's results and operations
including, for example, dividend changes, earnings 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 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 goverrunental agency, the Dow Jones
"tape" or the WALL STREET JOURNAL
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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 investment
companies or private accounts managed by BPAM 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:
a. Report the information and proposed trade immediately to William
J. Kelly.
b. Do not purchase or sell the securities on behalf of yourself or
others, including investment companies or private accounts
managed by BPAM.
c. Do not communicate the information inside or outside of BPAM.
d. After BPAM has reviewed the issue, the firm will determine
whether the information is material and nonpublic and, if so,
what action the firm should take.
You should consult with William J. Kelly before taking any action. This
degree of caution will protect you, your clients, and the firm.
4. CONTACTS WITB PUBLIC COMPANIES
For BPAM contacts with public companies represent an important part of our
research efforts. BPAM 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 Access Person or Employee becomes
aware of material, nonpublic information. This could happen, for example,
if a company's Chief Financial Officer prematurely discloses 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, BPAM must make a judgment as to its further contact. To protect
yourself, your clients and the firm, you should contact William J. Kelly
immediately if you believe that you may have received material, nonpublic
information.
5. TENDER OFFERS
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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. Access Persons and Employees should exercise
particular caution any time they become aware of nonpublic information
relating to a tender offer.
SECTION II.
PROCEDURES TO IMPLEMENT BPAM'S POLICY STATEMENT ON INSIDER TRADING
The following procedures have been established to aid Access Persons and
Employees in avoiding insider trading, and to aid BPAM in preventing, detecting,
and imposing sanctions against insider trading. Every Access Person and
Employee must follow these procedures or risk serious sanctions, including
dismissal, substantial personal liability, and criminal penalties. If you have
any questions about these procedures, you should consult William J. Kelly.
A. PERSONAL SECURITIES TRADING
All Access Persons and Employees are subject to BPAM's Policy Statement on
Personal Securities Transactions, including, but not limited to:
- Pre-clearance requirements for personal securities transactions;
- Prohibitions on certain securities transactions-,
- Initial Holdings reporting requirements;
- Quarterly Transaction reporting requirements; and
- Annual Holdings reporting requirements.
B. HIGH RISK TRADING ACTIVITIES
Certain high-risk trading activities, if used in the management of an Access
Person's or Employee's personal trading portfolio, are risky not only because of
the nature of the securities transactions themselves, but also because of the
potential that action necessary to close out the transactions may become
prohibited during the pendency of the transactions. Examples of such activities
include short sales of common stock and trading in derivative instruments such
as option contracts to purchase ("call") or sell ("put") securities at certain
predetermined prices. Access Persons and Employees should understand that short
sales and trading in derivative instruments involve special risks -- derivative
instruments, for example, ordinarily have greater price volatility than the
underlying security. The fulfillment of the obligations owed by each
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individual to BPAM may heighten those risks. For example, if BPAM becomes aware
of material, nonpublic information about the issuer of the underlying
securities, Access Persons and Employees may find themselves "frozen" in a
position in a derivative security. BPAM will not bear any losses resulting in
personal accounts through the implementation of this Policy Statement.
C. RESTRICTIONS ON DISDOSURES
Access Persons and Employees shall not disclose any nonpublic information
(whether or not it is material) relating to BPAM or its securities transactions
to any person outside BPAM (unless such disclosure is required by the Securities
and Exchange Commission or any other regulatory or self-regulating organization
to the extent required by law or regulation or unless disclosure is authorized
by BPAM). Material, nonpublic information may not be communicated to anyone,
including persons within BPAM except as provided in Section I above. Such
information must be secured. For example, access to files containing material,
nonpublic information and computer files containing such information should be
restricted, and conversations containing such information, if appropriate at
all, should be conducted in private (for example, not by cellular telephone, to
avoid potential interception).
SECTION III.
SUPERVISORY PROCEDURES
BPAM has to assigned William J. Kelly the primary responsibility for the
implementation and maintenance of BPAM's policy and procedures against insider
trading.
A. PREVENTION OF INSIDER TRADINE
To prevent insider trading, William J. Kelly, or a designated representative,
will:
1. provide, on an as-needed basis, educational materials to familiarize
Access Persons and Employees with BPAM's policy and procedures;
2. answer questions regarding BPAM's policy and procedures;
3. resolve issues of whether information received by an Access Person or
Employee is material and nonpublic and determine what action, if any,
should be taken;
4. review on a regular basis and update, as necessary, BPAM's policy and
procedures;
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5. when it has been determined that an Access Person or Employee of BPAM
has material, nonpublic information: i) implement measures to prevent
dissemination of such information, and ii) if necessary, restrict
Access Persons and Employees from trading the securities; and
6. promptly review, and either approve or disapprove, in writing, each
request of an Access Person or Employee for clearance to trade in
specified securities.
B. DETECTION OF INSIDER TRADING
To detect insider trading, William J. Kelly, or a designated representative,
will-
1. review the trading activity reports filed by each Access Person or
Employee,
2. review the trading activity of investment companies and private
accounts managed by BPAM;
3. review trading activity of BPAM's own account (if any proprietary
account exists);
4. promptly investigate all reports of any possible violations of BPAM's
Policy and Procedures to Detect and Prevent Insider Trading; and
5. coordinate the review of such reports with other appropriate
directors, officers or employees of BPAM
C. SPECIAL REPORTS TO MANAGEMENT
Promptly upon learning of a potential violation of BPAM's Policy and Procedures
to Detect and Prevent Insider Trading, William J. Kelly, or a designated
representative, will prepare a written report to management providing full
details, which may include (1) the name of particular securities involved, if
any, (2) the date(s) William J. Kelly learned of the potential violation and
began investigating, (3) the accounts and individuals involved; (4) actions
taken as a result of the investigation, if any; and (5) recommendations for
further action.
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D. GENERAL REPORTS TO MANAGEMENT AND/OR THE POLICY COMMITTEE
On an as-needed or periodic basis, BPAM may find it useful for William J. Kelly,
or a designated representative, to prepare a written report to the Policy
Comniittee of BPAM setting forth some or all of the following:
a. a summary of existing procedures to detect and prevent insider
trading;
b. a summary of changes in procedures made in the last year;
c. full details of any investigation since the last report (either
internal or by a regulatory agency) of any suspected insider
trading, the results of the investigation and a description of
any changes in procedures prompted by any such investigation;
d. an evaluation of the current procedures and a description of
anticipated changes in procedures; and
e. a description of BPAM's ongoing educational procedures regarding
insider trading.
E. ANNUAL REVIEWS AND CERTIFICATION OF COMPLIANCE WITH THE POLICY STATEMENT
BPAM will review the Policy Statement on Insider Trading annually and update any
provisions and/or attachments which the General Partner deems require revision.
Upon employment, all Access Persons and Employees will be required to certify
that they have:
1. Received a copy of the Policy Statement on Insider Trading;
2. Read and understand all provisions of and all attachments to the
Policy, and
3. Agreed to serve the client in accordance with the terms of the Policy.
All Access Persons and Employees are required annually to:
1. Certify they have read and understand all provisions of the Policy;
and
2. Agree to comply with all provisions of the Policy.
March 2000
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BOSTON PARTNERS ASSET MANAGEMENT, L.P.
POLICY STATEMENT ON PERSONAL SECURITIES TRANSACTIONS
Boston Partners Asset Management, L.P. ("BPAM") has built a reputation for
integrity and professionalism among its clients. We value the confidence and
trust those clients have placed in us and strive to protect that trust. This
Policy Statement is our commitment to protecting our clients' trust by deterring
and detecting the inappropriate handling of personal securities transactions.
A. APPLICABILITY AND DEFINITIONS
The following definitions describe the individuals and securities to which this
Policy Statement applies.
"ACCESS PERSON" shall include all portfolio managers, research analysts,
traders, and certain other personnel designated by the Compliance Department.
The definition of Access Person shall include any spouse, minor children, and
adult members of an Access Person's household, or any person or organization
(such as an investment club) with whom an Access Person has a direct or indirect
beneficial interest, or any trusts of which an Access Person is trustee or in
which he/she has a beneficial interest.
"EMPLOYEE" shall include any individual working for BPAM who has not been
identified as an Access Person, unless exempted by the Compliance Department.
The definition of Employee shall include any spouse, minor children, and adult
members of an Employee's household, or any person or organization (such as an
investment club) with whom the Employee has a direct or indirect beneficial
interest, or any trusts of which the Employee is trustee or in which he/she has
a beneficial interest.
The Compliance Department will notify all individuals of their status as either
an Access Person or an Employee on an annual basis as well as at the time of any
job status change.
"COVERED SECURITY" shall include any type of equity or debt instrument,
including any fights, warrants, derivatives, convertibles, options, puts, calls,
straddles, shares of closed-end mutual funds or, in general, any interest or
investment commonly known as a security.
Covered Security does not include shares of open-ended mutual funds, direct
obligations of the US government, bankers' acceptances, bank certificates of
deposit, commercial paper, high quality short-term debt instruments, including
repurchase agreements, which have a maturity at issuance of less than 366 days
and that is rated in one of the two highest rating categories by a Nationally
Recognized Statistical Rating Organization ("NRSRO").
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B. PRE-CLEARANCE
THE FOLLOWING PROVISIONS APPLY TO BOTH ACCESS PERSONS AND EMPLOYEES:
1. COVERED SECURITIES TRANSACTIONS
Mandatory written pre-clearance prior to the execution of any
transaction involving a Covered Security. See Section D 1 for
exemptions.
2. INITIAL PUBLIC OFFERING (IPO) TRANSACTIONS
Mandatory written pre-clearance prior to participation in an IPO.
Approval is determined on a case-by-case basis; documentation
supporting the decision rationale will be maintained on all requests.
3. PRIVATE PLACEMENT TRANSACTIONS
Mandatory written pre-clearance prior to the execution of any
transaction involving a private placement. Approval is determined on a
case-by-case basis; documentation supporting the decision rationale
will be maintained on all requests.
4. GIFTS
Gifts do not need pre-clearance but must be reported on quarterly
transaction statements.
5. APPROVALS
Pre-clearance is valid only for the day of approval. If the trade is
not executed on the approved date, the pre-clearance process must be
repeated prior to execution on the day the transaction is to be
effected.
Only Kim Spence-Day, Mary Ann Iudice, and Bill Kelly may approve
Covered Security, IPO, and Private Placement transactions.
C. PROHIBITIONS
UNLESS OTHERWISE NOTED, THE FOLLOWING PROHIBITIONS APPLY TO BOTH ACCESS PERSONS
AND EMPLOYEES:
1. BAN ON SHORT-TERM TRADING PROFITS
No profiting in the purchase and sale, or sale and purchase, of the
same (or equivalent) securities within 30 calendar days. "Equivalent"
security means any option, warrant, convertible security, stock
appreciation right, or similar right with an exercise or conversion
privilege at a price related to the subject security or similar
securities with a value derived from the value of the subject
security.
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Multiple purchases/sales of the same or equivalent security will be
viewed as a "bundled" transaction and the 30-day rule will be applied
as of the last transaction date.
See Section D2 for exemptions. In addition, other exceptions may be
permitted on a case-by-case basis when the circumstances of the
situation strongly support an exemption; however, such exemptions may
be withheld by BPAM in its sole discretion.
2. BLACK-OUT PERIODS
a. No purchase or sale of any Covered Security for which an open
order currently exists.
b. Access Persons are prohibited from purchasing or selling any
Covered Security that is being actively considered for purchase
or sale for client accounts. See Section D1 for exemptions.
c. Access Persons are prohibited from purchasing or selling any
Covered Security that is also held in client accounts within 7
calendar days before or after a "Client Transaction."
"Client transaction" is defined as any trade across a
multi-account product line whereby the Covered Security: 1) has
been newly established, or 2) the percent holding has been
increased or decreased, 3) or a new account is being funded and a
significant position, as determined by Boston Partners, is being
established.
See Section DI for exemptions.
3. INVESTMENT ACTIVITIES
a. No offering of investment advice or managing any person's
portfolio in which he/she does not have a beneficial interest
without prior written approval.
b. No participation in an investment club without prior written
approval.
D. EXEMPT TRANSACTIONS
1. THE FOLLOWING TRANSACTIONS ARE EXEMPT FROM THE PRE-CLEARANCE
PROVISIONS AS DEFINED IN SECTION B1 AND FROM THE BLACK OUT PERIOD
PROVISIONS AS DEFINED IN SECTION C2, PARAGRAPHS B. AND C.
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a. Purchases and sales involving a long position in a common stock
or a closed end fund when:
i) the market cap is in excess of $3 billion; AND
ii) the aggregate share amount across all beneficially owned
accounts is 1,000 shares or less over a 30-day period.
b. Covered Security transactions executed on a fully discretionary
basis by a Registered Investment Adviser (other than BPAM) on
behalf of an Access Person or Employee and a letter stating such
is maintained in the file.
c. Transactions, except for short transactions, by an Access Person
acting as a portfolio manager for, or who has a beneficial
interest in, an investment limited partnership or investment
company where BPAM is the contractual investment adviser or for
or any account in which BPAM has a proprietary interest.
Pre-clearance is not required for subsequent short sale
transactions to increase or decrease established positions.
2. THE FOLLOWING TRANSACTIONS ARE EXEMPT FROM THE BAN ON SHORT-TERM
TRADING PROFITS AS DEFINED IN SECTION C1:
a. Covered Security transactions executed on a fully discretionary
basis by a Registered Investment Adviser (other than BPAM) on
behalf of an Access Person or Employee and a letter stating such
is maintained in the file.
b. Transactions by an Access Person acting as a portfolio manager
for, or who has a beneficial interest in, an investment limited
partnership or investment company where BPAM is the contractual
investment adviser or for any account in which BPAM has a
proprietary interest.
3. THE FOLLOWING TRANSACTIONS ARE EXEMPT FROM ALL PRE-CLEARANCE AND BLACK
OUT PERIODS PROVISIONS:
a. Purchases or sales effected in any account over which there is no
direct or indirect influence or control;
b. Purchases or sales that are non-volitional such as margin calls,
stock splits, stock dividends, bond maturities, automatic
dividend reinvestment plans, mergers, consolidations, spin-offs,
or other similar corporate reorganizations or distributions
generally applicable to all holders of the same class of
securities;
c. Systematic investment plans provided the Compliance Department
has been previously notified of the participation in the plan;
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d. Any acquisition of a Covered Security through the exercise of
fights issued pro rata to all holders of the class, to the
ex-tent such fights were acquired in the issue (and not through
the acquisition of transferable fights);
E. REPORTING REQUIREMENTS
Reporting requirements shall consist of:
1. QUARTERLY TRANSACTION REPORTS
All Access Persons and Employees must submit to Kim Spence-Day a
report of every Gift, IPO, Private Placement, and Covered Security
transaction in which they participated during the calendar quarter
no later than 10 days after the end of that quarter.
The report shall include the following:
a. The name of the security, the date of the transaction, the
interest rate and maturity (if applicable), the number of shares,
and the principal amount of each Covered Security involved;
b. The nature of the transaction (i.e., purchase, sale or other type
of acquisition or disposition);
c. The price at which the transaction was effected;
d. The name of the broker, dealer, or bank through which the
transaction was effected;
e. Factors relevant to a potential conflict of interest, including
the existence of any substantial economic relationship between
the transaction and securities held or to be acquired by an
investment company, private account, or limited investment
partnership managed by BPAM;
f. With respect to any account established by an Access Person
during the quarter, the name of the broker, dealer, or bank with
whom the account was established;
g. The date the account was established; and
h. The date the report is submitted.
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2. CONFIRMATIONS AND STATEMENTS
All Access Persons and Employees must instruct their broker to submit
copies of account statements and duplicate confirmation statements to:
Boston Partners Asset Management, L.P,
Compliance Department
P.O. Box 2188
Boston, MA 02106-2188
Kim Spence-Day will review all statements and transaction
confirmations to ensure the required pre-approvals were obtained and
to verify the accuracy of the information submitted in the quarterly
reports.
3. INITIAL HOLDINGS REPORT
After March 1, 2000, all Access Persons shall disclose to Kim
Spence-Day a fisting of Covered Securities beneficially owned no
later than 10 days after becoming an Access Person.
The report shall include the followings:
a. The name of the security, the number of shares, and the principal
amount of each Covered Security in which the Access Person had
any direct or indirect beneficial ownership when the person
became an Access Person;
b. The name of any broker, dealer, or bank with whom the Access
Person maintained an account in which any securities are held for
the direct or indirect benefit of the Access Person as of the
date the person became an Access Person; and
c. The date the report is submitted.
Kim Spence-Day will review all Initial Holdings Reports in an effort
to monitor potential conflicts of interest.
4. ANNUAL HOLDINGS REPORTING
No later than January 30, 2001 and annually thereafter, Access Persons
shall deliver to Kim Spence-Day a fisting of all holdings beneficially
owned that must be current as of a date no more than 30 days before
the report is submitted.
The report shall include the following:
a. The name of the security, the number of shares, and the principal
amount of each Covered Security in which the Access Person had
any direct or indirect beneficial ownership;
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b. The name of any broker, dealer, or bank with whom the Access
Person maintains an account in which any securities are held for
the direct or indirect benefit of the Access Person; and
c. The date the report is submitted.
Kim Spence-Day will review all Annual Holdings Reports in an effort to
understand the full nature of the Access Person's current holdings.
F. ANNUAL REVIEWS AND CERTIFICATIONS
BPAM will review the Policy Statement on Personal Securities Transactions
annually and update any provisions and/or attachments, which the General Partner
deems, require revision.
UPON EMPLOYMENT, ALL ACCESS PERSONS AND EMPLOYEES ARE REQUIRED TO:
1. Provide to Kim Spence-Day copies of all applicable brokerage account
statements and confirmations for their first month of employment with
BPAM.
2. Request brokers, dealers, and banks to direct duplicate copies of
transaction confirmations as well as copies of periodic statements for
all Covered Securities accounts to Boston Partners as designated in
Section E2.
3. Certify that they have read, understood, and will abide by all
provisions contained in this Policy Statement.
4. In addition, Access Persons are required to submit an Initial Holdings
Report as defined in Section E3.
ANNUALLY, ALL ACCESS PERSONS AND EMPLOYEES ARE REQUIRED TO:
1. Certify they have read, understood, and have abided by all the
provisions of this Policy Statement over the past year.
2. In addition, Access Persons are required to submit an Annual Holdings
Report as defined in Section E4.
G. SANCTIONS
Regardless of whether a government inquiry occurs, BPAM views seriously any
violation of its Policy on Personal Securities Transitions. Disciplinary
sanctions may be imposed on any person committing a violation, including, but
not necessarily limited to, suspension or termination of trading privileges,
censure, and suspension or termination of employment.
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H. FURTHER INFORMATION
If any Access Person or Employee has any questions with regard to the
applicability of the provisions of this Policy Statement, generally or with
regard to any securities transaction(s), (s)he should consult William J.
Kelly, Mary Ann Iudice, or Kim Spence-Day.
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BOSTON PARTNERS ASSET MANAGEMENT, L.P.
CODE OF ETHICS
Boston Partners Asset Management, L.P. ("BPAM') has built a reputation for
integrity and professionalism among its clients. We value the confidence and
trust those clients have placed in us and strive to protect that trust. This
Policy Statement is our commitment to protecting our clients' trust by
establishing formal standards for general personal and professional conduct.
A. APPLICABILITY AND DEFINITONS
This Code of Conduct applies to all Access Persons and Employees. "Access
Person" shall include all portfolio managers, research analysts, traders, and
certain other personnel designated by the Compliance Department. "Employee"
shall include any individual working for BPAM who has not been identified as an
Access Person, unless exempted by the Compliance Department. The definitions of
Access Person and Employee shall include any spouse, minor children, and adult
members of an Access Person's household, or any person or organization (such as
an investment club) with whom an Access Person has a direct or indirect
beneficial interest, or any trusts of which an Access Person is trustee or in
which he/she has a beneficial interest.
B. STATEMENT OF PRINCIPLES
The following principles are intended to guide in the applicability of this Code
of Ethics:
1. BPAM is a fiduciary and has a duty to act solely for the benefit of
its clients and shall at all times place the interests of the client
first;
2. BPAM holds all Access Persons and Employees responsible to the highest
standards of integrity, professionalism and ethical conduct.
3. BPAM fosters a spirit of cohesiveness and teamwork while ensuring the
fair treatment of all Access Persons and Employees.
C. CONFLICTS OF INTEREST
As a fiduciary, BPAM has an affirmative duty of loyalty and honesty to its
clients and a duty of utmost good faith to act solely in the best interests of
the client. Compliance with this fiduciary
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responsibility can be accomplished by avoiding unnecessary conflicts of interest
and by fully, adequately, and fairly disclosing all material facts concerning
any conflict which arises with respect to any client. Individuals subject to
this Code are to actively avoid any existing or potential conflicts or
situations that have the appearance of conflict or impropriety.
The following specific guidelines should not be viewed as all encompassing and
are not intended to be exclusive of others:
1. All securities transactions effected for the benefit of an Access
Person or Employee shall be conducted in such a manner as to avoid any
actual or potential conflict of interest or abuse of that individual's
position of trust and responsibility.
2. No Access Person or Employee shall take inappropriate advantage of
their position with respect to a client, advancing their position for
self-gain.
3. No Access Person or Employee shall accept any gift of more than de
minimis value from any person or entity that does business with or on
behalf of a client (or any of its portfolios) or any entity that
provides a service to BPAM. Gifts of an extraordinary or extravagant
nature are to be declined or returned in order not to compromise the
reputation of BPAM or the individual. Gifts of nominal value, or those
that are customary in the industry, are considered appropriate.
4. No Access Person or Employee shall provide gifts or entertainment of
more than de minimis value to existing clients, prospective clients,
or any entity that does business with or on behalf of a client (or any
of its portfolios) or any entity that provides a service to BPAM.
Gifts of nominal value, or those that are customary in the industry,
are considered appropriate.
5. Pre-approval is required for any Access Person or Employee to serve as
a director of any publicly traded company or mutual fund.
D. CONFIDENTIALITY
All information obtained by any Access Person or Employee regarding any
aspect of the client relationship shall be kept in strict confidence. The
Access Person or Employee commits an unethical business practice by
disclosing the identity, affairs, or investments of any client unless
required by the Securities and Exchange Commission or any other regulatory or
self-regulating organization to the extent required by law or regulation, or
unless disclosure is consented to by the client.
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E. INSIDER TRADING
No Access Person or Employee may trade, either personally or on behalf of
others, while in possession of material, nonpublic information, nor may any
Access Person or Employee communicate material, nonpublic information to others
in violation of the law.
BPAM maintains a separate policy statement on Insider Trading. Compliance with
that policy is mandatory and all Access Persons and Employees should review the
policy for detailed information on BPAM's position.
F. PERSONAL SECURITIES TRANSACTIONS
BPAM's Policy Statement on Personal Securities Transactions has been modeled
after the Investment Company Institute's recommendations and has been updated to
comply with the amended Rule 17j-1.
BPAM maintains a separate policy statement on Personal Security Transactions.
Compliance with that policy is mandatory and all Access Persons and Employees
should review the policy for detailed information on BPAM's position.
G. FAIR TREATMENT
BPAM is committed to treating all Access Persons and Employees in a fair and
equitable manner. Individuals are encouraged to voice concerns regarding any
personal or professional issue that may impact their ability or the firm's
ability to provide a quality product to its clients while operating under the
highest standards of integrity.
H. ANNUAL REVIEWS AND CERTIFICATIONS
BPAM will review the Code of Ethics annually and update any provisions and/or
attachments which the General Partner deems require revision.
Upon employment, all Access Persons and Employees are required to certify that
they have:
1. Received a copy of the Code;
2. Read and understand all provisions of the Code; and
3 Agreed to serve the client in accordance with the terms of the Code.
Annually, all Access Persons and Employees are required to:
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1. Certify they have read and understand all provisions of the Code; and
2. Agree to comply with all provisions of the Code.
I. SANCTIONS
Regardless of whether a government inquiry occurs, BPAM views seriously any
violation of its Code of Ethics. Disciplinary sanctions may be imposed on any
Access Person or Employee committing a violation, including, but not necessarily
limited to, censure, suspension, or termination of employment.
J. FURTHER INFORMATION
If any Access Person or Employee has any questions with regard to the
applicability of the provisions of this Code, generally or with regard to any
attachment referenced herein, (s)he should consult William J. Kelly, Mary Ann
Iudice, or Kim Spence-Day.
March 2000
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