M E M O R A N D U M
(INSERT DATE)
MEMO TO: (INSERT NAME)
MEMO FROM: AJ
SUBJECT: CODE OF ETHICS
INSIDER TRADING POLICY
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Attached to this memo, you will find your copy of our Policy and
Procedures on Insider Trading (the "Policy") and our Amended and Restated Code
of Ethics (the "Code"). Please read the Policy and the Code carefully and make
sure you understand the "rules". Attachment A, which lists all your current
holdings, should be fully completed, signed and returned to me. Also, Attachment
C in the Code should be signed and returned to me as soon as possible. Keep the
remainder of the Code and the Policy in your files for reference. We thought it
would be helpful to try and summarize some of the major items in the Code for
you. However, this summary is not meant to be complete and you are still
responsible for reading and abiding by the entire Code as written.
I. This Code goes into effect with trades on or after September 1, 1999.
II. Approving Officers are defined as Rich Pzena, John Goetz, Bill Lipsey, and
Amy Jones. Rich and John should be the primary approvers. You should go to
Bill and Amy only when Rich or John is not available. Approving Officers
are responsible for knowing the provisions of the Code and approving or
denying trades based on these provisions. ANY EXCEPTIONS GRANTED ARE TO BE
ACCOMPANIED BY A MEMO FROM THE APPROVING OFFICER TO THE COMPLIANCE OFFICER
EXPLAINING THE BASIS FOR THE EXCEPTION.
III. Because we are a smaller firm and are unable at this time due to space
constraints to physically separate the Operations from
Research/Investments, we have determined that all employees are to be
defined as "Access Persons" and are subject to the Code. This means that
you and any adult members of your household (immediate family, significant
other, etc) are also subject to this Code and must have ALL trades
precleared.
IV. Listed below in summary form are the basics of the prohibited transactions
that are more fully detailed in Section 5, pages 5 & 6 of the Code.
A. No Front Running on any security which is being considered for client
accounts.
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B. No trading 5 days before or after in securities being purchased/sold
or held for client accounts, except as follows:
You may purchase/sell within 5 days after client activity if:
(Note: It is unavoidable that from time to time you will be granted
permission to trade and client activity in the same security may occur
within 5 days after your transaction was executed. This situation can
arise when 1) a client adds money to their account, 2) we get a new
client, 3) a client decides to liquidate some/all of their account, or
4) new events trigger changes in the investment strategy regarding a
security. There are no consequences to you if any of these situations
occur after you have received trading approval.)
1. Your purchase/sale is not contrary to client activity. (ie, you
can buy after clients buy and you can trim after and to the same
extent that clients trim)
AND
2. Your purchase/sale is grouped together with the client
purchase/sale of the same security.
OR
3. Your purchase/sale is approved or allocated to your account only
after client orders are completed.
4. If you are not an INVESTMENT PERSON (ie, Rich, John, or the
analyst covering the security) you may sell a security that our
clients still hold if:
i. The shares you want to sell are not greater than the average
daily trading volume for that security during the proceeding
5 business days
AND
ii. Rich (and only Rich) approves the trade in advance. (See
section C of Preclearance form)
A. No short term trading (purchase and sale within 60 calendar days) in
securities which clients own or are being considered for client
accounts. The only exception to this is if we are making a short term
trade for client accounts and then you may follow client
recommendations with the same restrictions listed in B.
B. No IPO's.
C. No Private Placements without prior written approval from Compliance
Officer, (i.e., Amy Jones.)
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D. You may not serve on any Board of Directors of a public company or
business entity without prior written approval of Compliance Officer.
E. You may not accept any gifts which have more than a de minimus value
($50 - see email on this topic which is attached).
I. Preclearance: All trades must be precleared. We have a new form which is
attached to the Code as Attachment B. You may make copies of this form as
needed. When you want to execute a trade, you must COMPLETE ALL ITEMS and
sign the form. You must then obtain a signature approving the trade from
either Rich or John (Bill and Amy are backups). If you answer "yes" to
Question C.1., then only Rich can approve your trade (because this is an
opposite side trade from clients). Once your trade is approved, the form
should be taken to Jim at the trading desk . When you are cleared to put in
your trade (ie, your trade does not compete with any active client orders),
Jim will return your form, time-stamped and initialed, which will be your
indication that you are free to place your trade. THIS AUTHORIZATION IS
GOOD FOR ONE TRADING DAY ONLY. You must resubmit a new form, if your order
is not completed that day. Once your transaction is executed, submit the
original form to Amy, keeping a copy for your records.
Should you have any questions or concerns, please feel free to stop by.
Thank you.
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AMENDED AND RESTATED
CODE OF ETHICS
OF
PZENA INVESTMENT MANAGEMENT LLC
This Amended and Restated Code of Ethics (herein, "this Code" or "this
Code of Ethics") has been adopted as of September 1, 1999, by Pzena Investment
Management LLC, formerly known as RS Pzena Investment Management, L.L.C. (the
"Adviser"), a registered investment adviser to the registered investment
companies from time to time identified on Schedule A hereto (the "Funds"), in
compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended
(the "1940 Act") and Rule 204-2 of the Investment Advisers Act of 1940, as
amended (hereinafter Rule 17j-1 and Rule 204-2 shall be collectively referred to
as the "Rules"). This Code of Ethics is designed to establish standards and
procedures for the detection and prevention of activities by which persons
having knowledge of the investments and investment intentions of the Funds may
breach their fiduciary duties, and to avoid and regulate situations which may
give rise to conflicts of interest which the Rules address.
This Code is based on the principle that the Adviser and its affiliates
owe a fiduciary duty to, among others, shareholders of the Funds, to conduct
their personal securities transactions in a manner which does not interfere with
Funds' transactions or otherwise take unfair advantage of their relationship to
the Funds. The fiduciary principles that govern personal investment activities
reflect, at a minimum, the following: (1) the duty at all times to place the
interests of shareholders first; (2) the requirement that all personal
securities transactions be conducted consistent with the Code of Ethics and in
such a manner as to avoid any actual or potential conflict of interest or any
abuse of an individual's position of trust and responsibility; and (3) the
fundamental standard that investment personnel should not take inappropriate
advantage of their positions.
1. Purpose. The purpose of this Code is to provide regulations and
procedures consistent with the 1940 Act and Rule 17j-1, designed to give effect
to the general prohibitions set forth in Rule 17j-1(a), to wit:
"It shall be unlawful for any affiliate (which broadly includes all
officers, directors, members, owners and employees) of a registered
investment company or any affiliate of the Adviser, in connection with
the purchase or sale, directly or indirectly, by such person of a
security held or to be acquired, by such registered investment company
to:
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(a) employ any device, scheme or artifice to defraud such registered
investment company;
(b) 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;
(c) 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
(d) engage in any manipulative practice with respect to such
registered investment company.
2. Access Person Provisions. All Access Persons (as defined below)
covered by this Code are required to file reports of their Personal Securities
Transactions (as defined below), excluding exempted securities, at least
quarterly and, if they wish to trade in the same securities as any of the Funds,
must comply with the specific procedures in effect for such transactions.
The reports of Access Persons will be reviewed and compared with
the activities of the Funds and, if a pattern emerges that indicates abusive
trading or noncompliance with applicable procedures, the matter will be referred
to the Adviser's managing members who will make appropriate inquiries and decide
what action, if any, is then appropriate.
3. Implementation. In order to implement this Code of Ethics, a
Compliance Officer and an alternate Compliance Officer (the "Alternate") shall
be designated from time to time for the Adviser. The initial Compliance Officer
is Amelia Jones; the Alternate is Richard S. Pzena.
The duties of the Compliance Officer, and each Alternate shall include:
(a) Continuous maintenance of a current list of the names of all
Access Persons with a description of their title or employment;
(b) Furnishing all Access Persons with a copy of this Code of Ethics,
and initially and periodically informing them of their duties and
obligations thereunder;
(c) Maintaining, or supervising the maintenance of, all records
required by this Code of Ethics;
(d) Maintaining a list of the Funds which the Adviser advises and
updating Schedule A of this Code of Ethics;
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(e) Determining with the assistance of an Approving Officer whether
any particular securities transaction should be exempted pursuant
to the provisions of Section 5 or 6 of this Code of Ethics;
(f) Issuing, either personally or with the assistance of counsel as
may be appropriate, any interpretation of this Code of Ethics
which may appear consistent with the objectives of the Rules and
this Code of Ethics;
(g) Conducting such inspections or investigations as shall reasonably
be required to detect and report any apparent violations of this
Code of Ethics to the Adviser;
(h) Submitting a quarterly report to the managing members of the
Adviser containing: (i) a description of any violation and the
sanction imposed; (ii) a description of any transactions which
suggest the possibility of a violation; (iii) interpretations
issued by and any exemptions or waivers found appropriate by the
Compliance Officer; and (iv) any other significant information
concerning the appropriateness of this Code of Ethics; and
(i) Submitting a report at least annually to the managing members of
the Adviser which: (i) summarizes existing procedures concerning
personal investing and any changes in the procedures made during
the past year; (ii) identifies any violations requiring
significant remedial action during the past year; (iii)
identifies any recommended changes in existing restrictions or
procedures based upon experience under this Code of Ethics,
evolving industry practices or developments in applicable laws or
regulations; and (iv) reports of efforts made with respect to the
implementation of this Code of Ethics through orientation and
training programs and on-going reminders.
4. Definitions. For purposes of the Code of Ethics:
(a) "Access Person" means any manager, executive officer, employee or
Advisory Person (as defined below) of the Adviser, and includes
Investment Persons (as defined below).
(b) "Advisory Person" means
(i) any non-executive employee of the Adviser or of any Company
in a Control Relationship with the Adviser, who, in
connection with his or her regular functions or duties,
actively participates in the investment activities of the
Funds, including without limitation, employees who execute
trades and otherwise place and process orders for the
purchase or sale of a Security by the Funds, and research
analysts who investigate potential investments for the
Funds; but excluding, marketing and investor relations
personnel, financial, compliance, accounting and operational
personnel, and all clerical, secretarial or solely
administrative personnel; and
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(ii) any natural person in a Control Relationship with the
Adviser who obtains information concerning recommendations
made to the Funds with regard to the purchase or sale of a
Security.
(c) "Approving Officer" means Richard S. Pzena, John Goetz, William
Lipsey, Amelia Jones or any other executive officer of the
Adviser who also serves on the Executive Committee thereof.
(d) A security is "being considered for purchase or sale" when (i) a
recommendation to purchase or sell a security has been made by
the Adviser to a Fund, or (ii) the Adviser seriously considers
making such a recommendation.
(e) "Beneficial Ownership" shall mean any interest by which an
Advisory Person or Access Person, or any member of such Advisory
Person's or Access Person's immediate family (i.e., relative by
blood, marriage or any other legal decree living in the same
household), can directly or indirectly derive a monetary benefit
from the purchase, sale or ownership of a Security. Without
limiting the foregoing, the term "Beneficial Ownership" shall
also be interpreted with reference to the definition of
Beneficial Ownership contained in the provisions of Section 16 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder, as such
provisions may be interpreted by the Securities and Exchange
Commission ("SEC").
(f) "Chief Investment Officer" means the individual entrusted with
the primary responsibility and authority to make investment
decisions affecting the Funds.
(g) "Company" means a corporation, partnership, an association, a
joint stock company, a trust, a limited liability company, a
limited liability partnership, a fund, or any organized group of
persons whether incorporated or not; or any receiver, trustee or
similar official or any liquidating agent for any of the
foregoing, in his capacity as such.
(h) "Control Relationship" means the power to exercise a controlling
influence over the management or policies of a Company, unless
such power is solely the result of an official position. Any
person who owns beneficially, either directly or through one or
more controlled companies, more than 25 per centum of the voting
Securities of a Company shall be presumed to control such
Company. Any person who does not so own more than 25 per centum
of the voting Securities of any Company shall be presumed not to
control such Company.
(i) "Exempt Transactions" means the transactions described in Section
7 hereof.
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(j) "Investment Person" means the Adviser's Chief Investment Officer,
as well as personnel of the Adviser who in connection with their
regular duties, actively make, participate in or analyze
recommendations for the purchase or sale of a Security by, and
other investment decisions by the Chief Investment Officer for,
the Funds.
(k) "Personal Security Transaction" means, for any Access Person, a
purchase or sale of a Security in which such Access Person has,
had, or will acquire a Beneficial Ownership.
(l) "Purchase and Sale of a Security" includes, inter alia, the
writing of an option to purchase or sell a Security.
(m) "Security" shall mean any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or
participation in any profit- sharing agreement, collateral-trust
certificate, preorganization certificate or subscription,
transferable share, investment contract, voting-trust
certificate, certificate of deposit for a Security, fractional
undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any Security (including a
certificate of deposit) or on any group of Securities (including
any interest therein or based on the value thereof), or any put,
call, straddle, option, or privilege entered into on a national
securities exchange relating to foreign currency, or, in general,
any interest or instrument commonly known as a "Security," or any
certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or warrant or right
to subscribe to or purchase, any of the foregoing.
5. Prohibited Transactions.
(a) No Access Person, including an Investment Person, or any member
of such person's immediate family, can enter into a Personal
Security Transaction with actual knowledge that, at the same
time, such Security is "being considered for purchase or sale" by
the Funds/and or other advisory accounts of the Advisor, or that
such Security is the subject of an outstanding purchase or sale
order by the Funds/and or other advisory accounts of the Advisor;
(b) Except under the circumstances described in Section 6 hereof, no
Access Person, including an Investment Person, or any member of
such person's immediate family, shall purchase or sell any
Security within five (5) business days before or after the
purchase or sale of that Security by the Funds/and or other
advisory accounts of the Advisor;
(c) No Access Person, including an Investment Person, shall be
permitted to effect a short term trade (i.e. to purchase and
subsequently sell within 60 calendar days, or to sell and
subsequently purchase within 60 calendar days) of securities
which are the same (or equivalent) Securities purchased or sold
by or on behalf of the Funds/and or other advisory accounts of
the Advisor unless and until the Funds/and or other advisory
accounts of the Advisor have effected a transaction which is the
same as the Access Person's contemplated transaction;
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(d) If a Security is or has been the subject of a recommendation to
the Funds/and or other advisory accounts of the Advisor, no
Access Person shall be permitted to trade such Security except as
provided in Section 6 below;
(e) No Access Person, including an Investment Person, or any member
of such person's immediate family, shall purchase any Security in
an Initial Public Offering;
(f) No Access Person, including an Investment Person, shall, without
the express prior approval of the Compliance Officer, acquire any
Security in a private placement, and if a private placement
Security is acquired, such Access Person must disclose that
investment when he/she becomes aware of the Adviser's subsequent
consideration of any investment in that issuer, and in such
circumstances, an independent review shall be conducted by the
Compliance Officer;
(g) No Access Person, including an Investment Person, shall accept
any gifts or anything else of more than a de minimis value from
any person or entity that does business with or on behalf of
Adviser or any of the Funds/and or other advisory accounts of the
Advisor; and
(h) No Access Person, including an Investment Person, may serve on
the Board of Directors or Trustees of a publicly-traded
corporation or business entity without the prior written approval
of the Compliance Officer.
6. Access Person Trading Exceptions. Notwithstanding the prohibitions
of Section 5 hereof, an Access Person is permitted to purchase or sell any
Security within five (5) business days after the purchase or sale of that
Security by the Funds/and or other advisory accounts of the Advisor if:
(a) the purchase or sale of the Security by the Access Person is not
contrary to the purchase or sale of the Security by the Funds/and
or other advisory accounts of the Advisor (e.g., the sale of a
Security after a Funds/and or other advisory accounts of the
Advisor purchases the Security); and
(b) the purchase or sale of the Security is grouped together with the
purchase or sale of the Security for the Adviser's managed
accounts, including the Funds, that are purchasing or selling the
Security; or
(c) the purchase or sale of the Security is approved or allocated to
the Access Person's account only after the Adviser's managed
accounts, including the Funds, have each received their full
allocation of the Security purchased or sold on that day.
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In addition, if a Security is or has been the subject of a
recommendation to the Funds and/or other advisory accounts of the Advisor, an
Access Person shall be permitted to trade such Security IF such Access Person's
transaction is not contrary to such recommendation to the Funds and/or other
advisory accounts of the Advisor (e.g., the Access Person does not sell after a
recommendation to buy), OR the Access Person's transaction meets the following
criteria: (a) the Access Person is not an Investment Person, a person in a
Control Relationship with the Advisor, or the analyst or trader who is directly
responsible for the Security which is the subject of the transaction, (b) the
number of shares involved in the Access Person's transaction is not greater than
the average daily trading volume of such Security for the immediately preceding
five days and is not likely to materially effect the price of such Security, and
(c) the Advisor's Chief Investment Officer has approved the trade in advance by
signing the Securities Transaction Preclearance Request Form with respect to
such transaction;
7. Exempt Transactions. Neither the prohibitions nor the reporting
requirements of this Code shall apply to:
(a) Purchases or sales of Securities for an account over which an
Access Person has no direct control and does not exercise
indirect control;
(b) Involuntary purchases or sales made by an Access Person;
(c) Purchases which are part of an automatic dividend reinvestment
plan; or
(d) Purchases resulting from the exercise of rights acquired from an
issuer as part of a pro rata distribution to all holders of a
class of securities of such issuer and the sale of such rights.
8. Pre-Clearance Requirement.
(a) Each Access Person must obtain preclearance of any Personal
Security Transaction from an Approving Officer. Pre-clearance
must be obtained by completing, signing and submitting to the
Compliance Officer a Securities Transaction Preclearance Request
Form (a copy of which is attached to this Code of Ethics)
supplied by the Adviser and obtaining the signature of an
Approving Officer and/or the Chief Investment Officer, as
applicable;
(b) All pre-cleared Personal Securities Transactions must take place
on the same day that the clearance is obtained. If the
transaction is not completed on the date of clearance, a new
clearance must be obtained, including one for any uncompleted
portion. Post-approval is not permitted under this Code of
Ethics. If it is determined that a trade was completed before
approval was obtained, it will be considered a violation of this
Code of Ethics; and
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(c) In addition to the restrictions contained in Section 5 hereof, an
Approving Officer may refuse to grant clearance of a Personal
Securities Transaction in his or her sole discretion without
being required to specify any reason for the refusal. Generally,
an Approving Officer will consider the following factors in
determining whether or not to clear a proposed transaction:
(i) whether an amount or the nature of the transaction or person
making it is likely to effect the price or market of the
security; and
(ii) whether the individual making the proposed purchase or sale
is likely to receive a disproportionate benefit from
purchases or sales being made or considered on behalf of any
of the Funds.
The preclearance requirement does not apply to Exempt Transactions. In case of
doubt, the Access Person may present a Securities Transaction Preclearance
Request Form to the Compliance Officer, indicating thereon that he or she
disclaims any Beneficial Ownership in the securities included.
9. Reporting Requirements. Upon becoming an Access Person, each
individual shall provide a listing of all securities directly or indirectly
beneficially owned by the Access Person at the time he or she becomes an Access
Person. Thereafter:
(a) All Access Persons shall assure that monthly statements of
Securities accounts are sent directly to the Compliance Officer;
(b) Each report must contain the following information:
(i) The date and nature of the transaction (purchase, sale or
any other type of acquisition or disposition);
(ii) Title, CUSIP number (if any), number of shares and principal
amount of each security and the price at which the
transaction was effected; and
(iii)The name of the broker, dealer or bank with or through whom
the transaction was effected;
(c) Any such report may, at the request of the Access Person filing
the report, contain a statement that it is not to be construed as
an admission that the person making it has or had any direct or
indirect Beneficial Ownership in any Security to which the report
relates;
(d) The Compliance Officer shall retain a separate file for each
Access Person which shall contain the monthly account statements
listed above, and all Securities Transaction Preclearance Forms
whether approved or denied; and
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(e) All Access Persons shall certify in writing annually, that they
have read and understand this Code of Ethics and have complied
with the requirements hereof and that they have disclosed or
reported all personal securities transactions and holdings
required to be disclosed or reported pursuant hereto.
10. Review. The Compliance Officer shall compare all preclearance
requests, confirmations and quarterly reports of Personal Securities
Transactions and completed portfolio transactions of each of the Funds to
determine whether a possible violation of this Code of Ethics and/or other
applicable trading procedures may have occurred. Before making any determination
that a violation has been committed by any person, the Compliance Officer shall
give such person an opportunity to supply additional explanatory material.
If the Compliance Officer or Alternate determines that a violation of the
Code of Ethics has or may have occurred, he or she shall, following consultation
with counsel to the Adviser, submit a written determination, together with the
transaction report, if any, and any additional explanatory material provided by
the individual, to the managing members of the Adviser, who shall make an
independent determination of whether a violation has occurred.
No person shall review his or her own report. If a securities transaction
of the Compliance Officer is under consideration, the Alternate shall act in all
respects in the manner prescribed herein for the Compliance Officer.
11. Sanctions. Any violation of this Code of Ethics shall be subject to
the imposition of such sanctions by the Adviser as may be deemed appropriate
under the circumstances to achieve the purposes of the Rule and this Code of
Ethics, and may include suspension or termination of employment, a letter of
censure and/or requiring restitution of an amount equal to the difference
between the price paid or received by the Funds and the more advantageous price
paid or received by the offending person; except that sanctions for violation of
this Code of Ethics by an Independent Trustee of the Funds will be determined by
a majority vote of its other Independent Trustees.
12. Required Records. The Compliance Officer shall maintain and cause
to be maintained in an easily accessible place, the following records:
(a) A copy of any Code of Ethics adopted pursuant to the Rule which
has been in effect during the most recent five (5) year period;
(b) A record of any violation of any such Code of Ethics and of any
action taken as a result of such violation in the most recent
five (5) year period;
(c) A copy of each report made by the Compliance Officer within two
years (2) from the end of the fiscal year of the Adviser in which
such report or interpretation is made or issued (and for an
additional three (3) years in a place which need not be easily
accessible); and
(d) A list of all persons who are, or within the most recent five (5)
year period have been, required to make reports pursuant to the
Rule and this Code of Ethics.
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13. Amendments and Modifications. This Code of Ethics may be amended or
modified from time to time as specifically approved by majority vote of the
managing members of the Adviser.
14. Employee Certification. I have read and understand the terms of the
above Amended and Restated Code of Ethics. I recognize the responsibilities and
obligations incurred by me as a result of my being subject to this Code and I
hereby agree to abide by the terms hereof.
Dated: ____________________
DO NOT SIGN HERE, USE SEPARATE
CERTIFICATION, ATTACHMENT
---------------------------------------
[Employee Signature]
---------------------------------------
[Print Name]
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SCHEDULE A
Pzena Focused Value Fund June 24, 1997
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SCHEDULE B
CHIEF INVESTMENT OFFICER PRINCIPAL RICHARD S. PZENA
DIRECTOR OF RESEARCH PRINCIPAL JOHN P GOETZ
DIRECTOR OF MARKETING/CLIENT SERVICES WILLIAM L LIPSEY
PRINCIPAL
DIRECTOR OF OPERATIONS/ADMIN/COMPLIANCE AMELIA C. JONES
PRINCIPAL
PORTFOLIO MANAGER RON GUTFLEISH
SENIOR RESEARCH ANALYSTS ANTONIO DESPIRITO
MICHAEL PETERSON
ANDREW WELLINGTON
RESEARCH ANALYSTS CAROLINE RITTER
LEE ATZIL (PART TIME)
TRADER JAMES KREBS
MARKETING DIRECTOR WILLIAM E. CONNOLLY
ADMINISTRATION STAFF CARMELA CUCCI
LISA ROTH
DEBI CATANZARO
PORTFOLIO ACCOUNTING/ADMIN KEITH KOMAR
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ATTACHMENT A
PZENA INVESTMENT MANAGEMENT, LLC
LISTING OF SECURITIES HOLDINGS
(INITIAL)
I hereby certify that the following is a complete listing of all
securities (other than open-end mutual funds and other exempt securities as
described in Section 9 of the Code of Ethics) beneficially owned (as defined in
Section 4 of the Code of Ethics) by me as of the date hereof.
NOTE: The term: "securities" includes all stocks, bonds, derivatives,
private placements, limited partnership interests, etc. Failure to fully
disclose all securities will be considered a violation of the Code of Ethics.
Type of Number of Shares or
Name of Security Security Principal Value of Bonds Year Acquired
---------------- -------- ------------------------ -------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Use Additional Sheet, if necessary)
----------------------------------- -------------------------
Sign Name Date
-----------------------------------
Print Name
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ATTACHMENT B
SECURITIES TRANSACTION PRE-CLEARANCE REQUEST FORM
PZENA INVESTMENT MANAGEMENT, LLC
REQUEST FOR PERMISSION TO ENGAGE IN PERSONAL TRANSACTION
I hereby request permission to effect a transaction in the security
indicated below for my own account or other account in which I have a beneficial
interest or legal title.
THE APPROVAL WILL BE EFFECTIVE ONLY FOR A TRANSACTION COMPLETED PRIOR
TO THE CLOSE OF BUSINESS ON THE DAY OF APPROVAL. ANY TRANSACTION, OR PORTION
THEREOF, NOT SO COMPLETED WILL REQUIRE A NEW APPROVAL.
Note: A separate form must be used for each security transaction.
<TABLE>
<CAPTION>
<S> <C>
Name of Security/Symbol: ____________________ CUSIP Number _____________________
(For Fixed Income Securities only)
A. PURCHASE
----------------------------------------------------------------------------------
Number of Shares or Unit Price Total Price
Principal Amount
Name of Security/Symbol: ____________________ CUSIP Number _____________________
B. SALE (For Fixed Income Securities only)
----------------------------------------------------------------------------------
Number of Shares or Unit Price Total Price Date Acquired * Unit Price at
Principal Amount Acquisition
</TABLE>
* If shares being sold were purchased on more than one date, each acquisition
date must be listed for purposes of determining the 60 day holding period.
--------------------------------------------------------------------------------
C. OTHER INFORMATION
1. The securities transaction for which I am seeking pre-clearance is contrary
to a recommendation to the account of the Funds and/or other advisory clients of
Pzena Investment Management (i.e, a so-called "opposite side" trade)
(Check One) _____ Yes _____ No (If yes is checked, obtain initials of Richard S.
Pzena here _____, and answer questions 2 and 3 below. If no is checked, Skip to
Question 4)
2. I am an Investment Person, a person in a Control Relationship with the
Advisor or the analyst or trader who is directly responsible for the Security
which is the subject of the proposed transaction (Check One) ____ Yes _____ No
3. The average daily trading volume of the Security for the 5 immediately
preceding days is _________ shares.
4. The Security is involved in an initial public offering (IPO) (Check One)
_____ Yes _____ No
THIS IS A TWO PAGE FORM. PLEASE CONTINUE ON BACK OR NEXT PAGE.
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<PAGE>
I am familiar with and agree to abide by the requirements set forth in
the Code of Ethics and particularly with the following (I understand and agree
that capitalized terms used herein without definition shall have the same
meaning herein as is assigned to them in the Code of Ethics):
1. In the case of a purchase of securities which are the same (or
equivalent) securities purchased or sold by or on behalf of the Funds
and/or other advisory accounts of the Advisor, I agree that I will not
sell the security for a minimum of sixty days from the date of the
purchase transaction.
2. I am aware that except in limited circumstances, it shall be a
violation of the Code of Ethics if the Funds and or other advisory
clients of the Advisor buy or sell the same security within five (5)
days preceding or subsequent to my transaction.
[ ] Check box if the security is offered through a private placement, if
so, contact the Compliance officer BEFORE placing a trade or
proceeding with approval.
Date:_____________________ Your Signature:_____________________________
================================================================================
PERMISSION: Granted _______
Denied _______
Date:_____________ Signature:____________________________ Approving Officer
Date:_____________ Signature:_________________________Chief Investment Officer**
**Required only if transaction is an opposite side trade, i.e., Question C.1. is
answered "yes."
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IMPORTANT REMINDER: ADVISE YOUR BROKER TO SUPPLY DUPLICATE MONTHLY STATEMENTS ON
ALL ACCOUNTS TO: PZENA INVESTMENT MANAGEMENT, LLC, ATTN: COMPLIANCE OFFICER, 830
THIRD AVENUE, 14TH FLOOR, NEW YORK, NY 10022.
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<PAGE>
ATTACHMENT C
EMPLOYEE CERTIFICATION
I have read and understand the terms of the Amended and Restated Code of Ethics
and the Statement of Policy and Procedures Designed to Detect and Prevent
Insider Trading. I recognize the responsibilities and obligations incurred by me
as a result of my being subject to this Code of Ethics and Insider Trading
Policy. I hereby agree to abide by the both, as amended.
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Print Name
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Signature
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Date
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