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EXHIBIT (p)(3)
Code of Ethics of Brandes Investment Partners, L.P.
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BRANDES INVESTMENT PARTNERS, L.P. APPENDIX A
CODE OF ETHICS
APRIL 1, 1997
A. PREAMBLE.
This Code of Ethics is being adopted to effectuate the purposes and
objectives of Sections 204A and Section 206 of the Investment Advisers Act of
1940 (the "Advisers Act") and Rule 204-2 under the Advisers Act and Rule
17j-1 of the Investment Company Act of 1940. Section 204A of the Advisers
Act requires the establishment and enforcement of policies and procedures
reasonably designed to prevent the misuse of material, nonpublic information
by investment advisers. Rule 204-2 imposes record keeping requirements with
respect to personal securities transactions of certain persons employed by
investment advisers. Section 206 of the Advisers Act makes it unlawful,
among other things, for an investment adviser "to employ any device, scheme
or artifice to defraud any client or prospective clients; to engage in any
transaction, practice or course of business which operates or would operate
as a fraud or deceit upon any client or prospective client; ...or to engage
in any act, practice, or course of business which fraudulent, deceptive or
manipulative."
Rule 17j-1 makes it unlawful for any employee of Brandes Investment Partners,
L.P., or its subsidiaries (all such entities hereafter referred to as
"Brandes") 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 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.
For purposes of Rule 17j-1, "security held or to be acquired" by a registered
investment company means any security which, within the most recent 15
days, (i) is or has been held by such company, or (ii) is being or has been
considered by such company or its investment adviser for purchase by such
company.
Brandes owes its clients the highest duty of trust and fair dealing. A
fiduciary, Brandes places clients' interests ahead of its own and holds the
fundamental principle that Brandes personnel should not take inappropriate
advantage of their positions.
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Brandes has certain responsibilities to its clients. These include assuring
that accounts are managed in a suitable manner, providing regular
communications regarding the progress of accounts, providing accurate
performance numbers and refraining from certain practices. These practices
include over-trading the account, purchasing inappropriate issues for the
account, making guarantees about future performance, making unauthorized
transactions and borrowing clients' funds or securities. Brandes maintains
trading authorization only and does not have custody of clients' funds or
securities.
Brandes recognizes that its own long-term interests lie in strict adherence
to ethical treatment of its clients, thereby maintaining its reputation for
honest and fair dealing. Employees are expected to act in accordance with
this basic tenet.
While many firms forbid their employees to make investments on behalf of
their own personal accounts, Brandes believes this is an unnecessarily
punitive measure. Brandes permits its employees to trade their own accounts
when the trades are done in such a manner as to avoid conflicts of interest
with clients' transactions. Brandes regularly monitors its employees' trading
activity to assure compliance with the firm's policy.
This Code contains provisions reasonably necessary to prevent persons from
engaging in acts in violation of the law and rules and to assure that
Brandes' clients' interests are considered first. This Code also establishes
procedures reasonably necessary to prevent violations of this Code.
Each shareholder, officer, partner and employee of the administrator for
Brandes Investment Trust (the "Fund"), Investment Company Administration
Corporation (the "Administrator"), is exempt from the reporting and other
requirements of this Code of Ethics, but is required to comply with the
reporting and other requirements of the Administrator's or the Funds's code of
ethics, as applicable.
B. PERSONAL TRADES POLICY
DEFINITIONS.
1. Directed Trade.
A directed trade is one for a specific security which the employee
must initiate.
2. Employee-related account.
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An "employee-related account" refers to an account for any of the following
persons:
a. the employee;
b. the employee's spouse;
c. the employee's minor child or children;
d. any other relative of the employee or employee's spouse, sharing the
same home as the employee;
e. any other person whose account is managed, controlled or influenced by
or through the employee, or to whom the employee gives advice with
regard to the acquisition or disposition of securities, other than a
Brandes client; examples of such accounts are accounts where the employee
is acting as trustee, executor, pledgee, agent or in any similar
capacity;
f. any other account in which the employee has a beneficial ownership
interest; such beneficial interest (unless otherwise exempted) may arise
where an employee has a beneficial interest in securities under a trust,
will, partnership or other arrangement, or through a closely held
corporation or investment club.
3. Security.
"Security" shall have the meaning set for in Section 202(a)(18) of
the Advisors Act.
C. PROHIBITED TRANSACTIONS.
1. No employee shall violate Section 206 of Advisers Act of rule 17j-1 of
the Investment Company Act.
2. No Brandes employee shall receive during any calendar year any gift or
other consideration in merchandise, services or otherwise having value
of more that $250 from any single person, firm, corporation,
association or other entity that does, or is seeking to do, business
with or on behalf of the Firm. Employees receiving gifts from such
sources of over $50 during any calendar year must report them promptly
to the Compliance Department.
3. No employee shall give or offer to give anything of value to any person
for the purpose of influencing the price of any security.
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4. No employee shall serve on a Board of Directors of any public company
without the prior approval of the majority of the voting members of
the Investment Committee.
5. No employee shall purchase any securities in an initial public offering
unless a waiver has been granted by any two of the following: Charles
H. Brandes, Glenn R. Carlson, Jeffrey A. Busby. Any person authorized
to purchase securities in an initial public offering shall disclose
that investment when s/he plays a part in any subsequent consideration
by Brandes of an investment in the issuer of such securities.
6. No employee shall purchase any securities in a private placement without
prior written approval of any two of the following: Charles H.
Brandes, Glenn R. Carlson, Jeffrey A. Busby.
7. No employee-related account may sell a security purchased within the
previous 60 calendar days, except a security held for at least 30
days may be sold at a loss. Trades made in violation of this
prohibition should be canceled to an error account, if possible.
8. No employee-related account shall purchase or sell any securities on
the "Watch List." The Watch List is comprised of securities Brandes is
closely observing and anticipating imminent action in on behalf of
clients' accounts.
D. EXEMPTED TRANSACTIONS.
1. The prohibitions of Sections C7 shall not apply to:
a. Sales of U.S. government securities; and
b. Withdrawals from open-end mutual funds, if the employee or
employee-related account owns less than 5% of the outstanding
shares of such fund;
2. The prohibitions of Sections C8 shall not apply to:
a. Purchases which are part of an automatic dividend reinvestment
plan;
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b. Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities and
sales of such rights so acquired; and
c. Any other purchases or sales as described at Section E, INFRA.
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E. THE WATCH LIST
THE WATCH LIST IS COMPRISED OF SECURITIES BRANDES IS CLOSELY
OBSERVING AND ANTICIPATING IMMINENT ACTION IN ON BEHALF OF CLIENTS'
ACCOUNTS AND, THEREFORE, SECURITIES IN WHICH EMPLOYEES ARE GENERALLY
PROHIBITED FROM TRADING.
I. CONSTRUCTION PROCEDURES
1. Investment Committee designates a Watch List control person
charged with creating the weekly Watch List ("Control Person").
2. On each business day immediately preceding the regular weekly
Investment Committee meeting, the Control Person circulates the
previous week's Watch List to all members of the Portfolio
Management Department asking them each to (a) add the name of each
and every security for which such person is preparing a formal
recommendation(1) where it is expected that such recommendation will
be presented for Investment Committee consideration within the next
two weeks; and (b) delete from the Watch List any and all
securities of which such person is aware that its consideration for
investment purposes has been indefinitely suspended(2) or terminated
for any reason whatsoever. Members of the Portfolio Management
Department will have their responses sent back to the Control
Person prior to the Investment Committee meeting. The Control
Person revises the Watch List accordingly.
3. On each business day immediately preceding the regular weekly
Investment Committee meeting, the Control Person circulates the
previous week's Watch List to a representative of the Trading
Department asking him to (a) delete from the Watch List any and all
securities in which system-wide trading has been completed for
clients' accounts as directed by the Investment Committee; (b)
add to the Watch List those securities which are the subject of any
current and open
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(1) The term "formal recommendation" here is shorthand to mean those
activities engaged in by the PM department that are necessary and proximate
to presenting a security for the Investment Committee's consideration. At
this point in the process we should strive to identify and isolate only
those securities which WILL or ARE SCHEDULED TO be brought to the Investment
Committee's attention for definite action within the next two weeks.
Securities that are scheduled to be merely reviewed by or discussed with
the Investment Committee but are not in a price range which a member of
the PM staff believes would result in any action by the Investment Committee
need not be included on the Watch List.
(2) Indefinitely suspended, at a minimum, should refer to the case
where any definitive decision regarding the purchase or sale of a security
is unlikely to occur for more than a two-week period.
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firm-wide re-balancing or other activity in clients' accounts(3);
and (c) delete from the Watch List any securities which were the
subject of any firm-wide re-balancing or other activity in clients'
accounts and in which trading has been completed with respect to
such securities in such accounts over the past week. The
representative of the Trading department will have his/her response
sent back to the Control Person prior to the Investment Committee
meeting. The Control Person revises the Watch List accordingly.
4. At the conclusion of the Investment Committee meeting, the
Control Person shall delete from the Watch List any and all
securities which were presented to the Investment Committee in the
form of a recommendation for purchase or sale on behalf of clients'
accounts and with respect to which a final decision not to purchase
or sell, respectively, was made by the Investment Committee.
Presumably, the Control Person will not need to add to the Watch
List any of the securities which the Investment Committee voted
to purchase or sell on behalf of clients' accounts since these
securities have been on the Watch List for at least two weeks at
this point. All securities selected by the Investment Committee
for purchase or sale activity at the Tuesday meeting will be placed
on the Watch List and will remain on the Watch List until the
Trading Department has indicated that trading in such securities
has been completed for clients' accounts.
5. On the business day immediately following the Investment
Committee's meeting, the Control Person updates the Watch List
according to the foregoing and circulates it to appropriate
employees of the firm.
II. SPECIAL SITUATIONS
1. At any time it is concluded (outside of a regularly scheduled
Investment Committee meeting) that Brandes will engage in
transactions in a particular security for client accounts, a voting
member of the Investment Committee will instruct the Control Person
to add such security to the Watch List. Such security will remain
on the Watch List until the Trading Department has indicated that
trading in such security has been completed for clients' accounts.
2. Blanket Prohibitions: In the interest of facilitating the
"pre-clearance" of employee trading as required herein, any
blanket prohibition regarding certain categories or types of
securities in which employees are prohibited from
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(3) "Other activity in clients' accounts" should not be interpreted to
mean purchase or sale activity in connection with account opening
transactions on behalf of new wrap or non-institutional separate account
clients to the firm. The focus here should be on identifying securities in
which purchase or sale activity was or will be conducted for clients across
the board in any given investment product offered by Brandes. Securities to
be purchased in connection with account opening activities for institutional
clients should be on the Watch List in advance of such transactions given the
potential impact that such trading could have on the market for those
securities.
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effectuating any personal transactions should contain a level of
specificity that minimizes interpretive variance among those charged
with approving employee trades. The Investment Committee, the
Trading Department and the Legal Department should arrive at a clear
and exact understanding regarding the terms of the application of any
blanket prohibition prior to the effectiveness of such prohibition.
F. COMPLIANCE PROCEDURES.
1. PRE-CLEARANCE FOR 24 HOURS ONLY.
All employee-related accounts shall receive prior written approval
from the Trading Strategist or the Compliance Officer before purchasing
or selling any securities except U.S. government securities; shares of
registered open-end mutual funds; securities in employee-related
accounts managed by, and maintained by the firm; securities itemized at
Section D2 (a) and (b). In the absence of these individuals, or if
they are the persons requesting approval, the Trading Strategist's
designate or a Managing Partner may give the approval. Such approval
shall be for a 24-hour period only. If an employee-related account is
unable to complete the approved transaction within a 24-hour period,
the employee-related account must receive another approval from the
individuals named above before purchasing or selling securities. If an
employee places a "limit order" on the transaction and the order is not
completed during the day on which the approval is given, the remaining
order must be re-approved by either the Trading Strategist or by the
Legal/Compliance Department.
When requesting approval of a transaction for an employee-related
account, the employee shall disclose to the person to whom s/he is
requesting approval of any conflict of interest of which the employee
is aware concerning the proposed transaction, such as the existence of
any economic relationship between the transaction which is the subject
of the pre-clearance request and securities held or to be acquired by
any Brandes client including any mutual fund portfolio managed by
Brandes.
Certain employee-related accounts may be released from the obligation
to pre-clear and report personal trades. This exemption will apply to
employee-related accounts where total investment discretion is with a
non-employee third-party where such third-party does not confer with
the employee regarding trades in such account. This exemption must be
obtained in writing from the Compliance Department.
2. DISCLOSURE OF PERSONAL HOLDINGS AND EMPLOYEE REPORTING REQUIREMENTS.
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a. Upon employment at Brandes, employees are required to disclose
interests in any corporation of which they are an officer or director or
which they, or a family member, hold 5% or more of the outstanding
stock. They are also required to disclose any outside business
ventures.
b. Each employee shall arrange to have duplicate confirms or
statements forwarded to the Compliance Manager for each
employee-related brokerage account.
c. Each employee shall complete a Personal Securities Transaction
Quarterly Report for each calendar quarter even if the employee does
not have any personal securities transactions to report and submit the
Report to the Compliance Department no later than 10 days after the end
of each calendar quarter.
d. Quarterly, the Compliance Officer will review employee-related
transactions, the Personal Securities Transaction Quarterly Reports
from each employee, and report the findings to the Chief Compliance
Officer.
e. If an employee-related account of a person attending an
Investment Committee meeting or if a member of the Investment Committee
holds a security, or a security economically related thereto, being
considered for purchase or sale by Brandes client accounts, such person
shall disclose to the Investment Committee his holdings of the security
at the first occasion upon which the employee becomes aware that
Brandes is considering the security for purchase for its clients
including any mutual fund portfolio managed by Brandes.
3. ANNUAL CERTIFICATION OF COMPLIANCE.
Each employee shall certify annually that: (a) s/he has read and
understands the Code of Ethics and recognizes s/he is subject thereto;
(b) s/he has complied with the requirements of the Code of Ethics;
(c) s/he has reported all personal securities transactions required to
be reported pursuant to the requirements of the Code of Ethics; and
(d) other than as disclosed on the annual certification, s/he has no
knowledge of the existence of any personal conflict of interest which
may involve Brandes clients, such as any economic relationship between
his/her transactions and securities held or to be acquired by Brandes
clients including any mutual fund portfolio managed by Brandes.
G. REPORTS.
1. The Compliance Department shall submit an annual report on compliance
with the Code of Ethics to Brandes' Managing Partners.
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2. The Compliance Department shall submit a quarterly report on
compliance with the Code of Ethics to the General Council and Chief
Compliance Officer.
3. The Compliance Department or anyone who becomes aware of an apparent
violation of the Code of Ethics shall promptly report such apparent
violation to the Chief Compliance Officer.
4. The Chief Compliance Officer shall review each report of an apparent
violation and make a written determination of whether the apparent
violation could reasonably be found to have resulted in a fraud, deceit
or manipulative practice in violation of Section 206 of the Advisers
Act or Rule 17j-1 of the Investment Company Act. The written
determination shall include the Chief Compliance Officer's reasons for
his decision. If the Chief Compliance Officer finds a violation, he
shall report such violation to Brandes' Managing Partners.
5. Brandes' Managing Partners shall review the report of a violation
from the Chief Compliance Officer and determine what sanctions, if any,
should be imposed.
H. SANCTIONS.
The sanctions for violation of the Code of Ethics may include a
letter of censure, temporary suspension of employment, termination of
employment, disgorgement of any ill-gotten profits, and/or any other
sanction deemed appropriate by Brandes' Managing Partners.
I. RETENTION OF RECORDS.
This Code of Ethics, a copy of each report made by an employee
hereunder, each report made by the Compliance Department, each
determination by the Chief Compliance Officer and any action taken as a
result of a violation, shall be maintained by Brandes.
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I. POLICY STATEMENT ON INSIDER TRADING.
Every officer, partner and employee is responsible for knowing and abiding
by the terms of this policy statement.
Brandes Investment Partners, L.P., forbids any trading on behalf of
employee-related accounts (see the personal Trades Policy for a definition)
or clients accounts (such as mutual funds and private accounts managed by
Brandes) on material nonpublic information, or communicating material
nonpublic information to others in violation of the law. This conduct is
referred to as "insider trading." Brandes' policy applies to every officer,
partner and employee and extends to activities within as well as outside of
their duties at Brandes. Any questions regarding Brandes' policy and
procedure should be referred to General Counsel.
The term "insider trading" is not defined in the federal securities laws,
but generally is used to refer to the use of material nonpublic information
to trade in securities (whether or not one is an "insider") or the
communication of such material nonpublic information to others. Although
United States law governs insider trading, this law applies to information
about foreign companies as well as domestic companies. Thus, if an employee
receives nonpublic material information about a foreign company, the employee
is prohibited from trading for accounts based on that information and from
communicating such information to others.
While the law concerning insider trading is not static, it is generally
understood that the law prohibits;
1. trading by an insider, while in possession of material nonpublic
information;
2. trading by a non-insider, while in possession of material
nonpublic information, where the information either was disclosed
to the non-insider in violation of an insider's duty to keep it
confidential or was misappropriated;
3. communicating material nonpublic information to others;
The elements of insider trading and the penalties for such unlawful conduct
are discussed below.
WHO IS AN "INSIDER"
The concept of "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider"
if he or she enters into a special confidential relationship in the conduct
of a company's affairs and as a result is given access to information solely
for the company's purposes. A temporary insider can
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include, among others, a company's attorney, accountants, consultants, bank
lending officers and the employees of such organizations. In addition,
Brandes may become a temporary insider of a company it advises or for which
it performs other services. According to the Supreme Court, the company must
expect the outsider to keep the disclosed nonpublic information confidential
and the relationship must at least imply such a duty before the outsider will
be considered an insider.
WHAT IS "MATERIAL INFORMATION"?
Trading on inside information is not a basis for liability unless the
information is material. "Material information" is defined generally as
information which a reasonable investor would consider substantially
important in making his or her investment decisions, or information that is
reasonably certain to have a substantial effect on the price of a company's
securities. Information that officers, directors and employees should
consider material includes, but is not limited to: dividend changes,
earnings estimates, changes in previously released estimates, significant
merger or acquisition proposals or agreements, major litigation, liquidation
problems and extraordinary management developments.
Material information does not have to relate to a company's business. For
example, not yet released news items which might have a significant effect on
prices have been found to be material information.
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 General Counsel, or his designated representative, in the
legal department.
WHAT IS "NONPUBLIC INFORMATION"?
Information is nonpublic until it has been effectively communicated to the
market place. One must be able to point to some fact to show that the
information is generally public. For example, information found in a report
filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The
Wall Street Journal, or other publications of general circulation would be
considered public.
BASES FOR LIABILITY
FIDUCIARY DUTY
In 1980, the Supreme Court found that there is no general duty to disclose
before trading on material nonpublic information, but that such a duty arises
only where there is a fiduciary relationship. That is, there must be a
relationship between the parties to the
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transaction such that one party has a right to expect that the other party
will disclose any material nonpublic information or refrain from trading.
Non-insiders can acquire the fiduciary duties of insiders by entering into a
confidential relationship with the company through which they gain
information (e.g. attorneys, accountants), or they can acquire a fiduciary
duty to the company's shareholders as "tippees" if they are aware or should
have been aware that they have been given confidential information by an
insider who has violated his fiduciary duty to the company's shareholders.
However, in the "tippee" situation, a breach of duty occurs only if the
insider personally benefits, directly or indirectly, from the disclosure.
The benefit does not have to be pecuniary, but can be a gift, reputational
benefit that will translate into future earnings or even evidence of a
relationship that suggests a quid pro quo.
MISAPPROPRIATION
Another basis for insider trading liability is trading which occurs on
material nonpublic information that was stolen or misappropriated from any
other person. It should be noted that "misappropriation" can be used to
include a variety of individuals not previously thought to be encompassed
under the fiduciary duty.
PENALTIES FOR INSIDER TRADING
Penalties for trading on or communicating material nonpublic information are
severe, both for individuals involved in such unlawful conduct and their
employers. A person can be subject to some or all of the penalties below
even if he or she does not personally benefit from the violation. Penalties
include:
- civil injunctions
- treble damages
- disgorgement of profits
- jail sentences
- fines for the person who committed the violation of up to three
times the profit gained or losses avoided, whether or not the
person actually benefited;
- fines for the employer or other controlling person of $1,000,000
or three times the amount of the profit gained or loss avoided,
whichever is greater.
In addition, any violation of this policy statement can be expected to result
in serious sanctions by Brandes, including termination.
IDENTIFYING INSIDE INFORMATION
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Before recommending or executing any trade for yourself or others, including
client 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:
a. Report the information and proposed trade immediately to the
General Counsel, or his designate.
b. Do not purchase or sell the securities on behalf of yourself or
others, including employee-related accounts and client accounts.
c. Do not communicate the information inside or outside Brandes,
other than to Brandes' attorneys.
d. After the General Counsel, or his designate, 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 General Counsel, or his designate, or Brandes'
outside counsel before taking any action.
CONTACTS WITH PUBLIC COMPANIES
Contacts with public companies represent an important part of Brandes'
research efforts. Brandes 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, a Brandes 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, Brandes must make a
judgment as to its further conduct. To protect yourself, your clients and
Brandes, you should contact immediately General Counsel, or his designate, if
you believe that you may have received material nonpublic information.
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 offerer, the target company or anyone acting on
behalf of either. Brandes
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employees should exercise particular caution any time they become aware of
nonpublic information relating to a tender offer.
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SUPERVISORY PROCEDURES
The role of General Counsel is critical to the implementation and maintenance
of Brandes' policy and procedures against insider trading. Supervisory
procedures can be divided into two classifications - prevention of insider
trading and detection of insider trading.
PREVENTION OF INSIDER TRADING
To prevent insider trading, General Counsel should:
1. provide, on a regular basis, an educational program to familiarize
officers, partners and employees with Brandes' policy and procedures;
2. answer questions regarding Brandes' policy and procedures;
3. resolve issues of whether information received by an officer, partner
or employee of Brandes is material and nonpublic;
4. regularly review and update Brandes' policy and procedures;
5. implement measures to prevent dissemination of material nonpublic
information, or restrict trading of the securities involved, when it
has been determined than an officer, partner or employee of Brandes
has material nonpublic information;
6. provide that all employees obtain approval from the trading department
at Brandes prior to trades as described in the Code of Ethics. This
is an area of great concern to the SEC and Brandes.
SPECIAL REPORTS TO COUNSEL
Promptly upon learning of a potential violation of this policy statement,
General Counsel should prepare a written report to Brandes' outside counsel
providing full details, which may include:
1. the name of particular securities involved, if any;
2. the date General Counsel 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
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5. recommendations for further action;
DETECTION OF INSIDER TRADING
To detect insider trading General Counsel should:
1. review the trading activity reports filed by each officer, partner and
employee;
2. review the trading activity of accounts managed by Brandes
3. review trading activity of Brandes' own account;
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BRANDES INVESTMENT PARTNERS, L.P.
ANNUAL CERTIFICATION FORM
CODE OF ETHICS
To the Compliance Department of Brandes Investment Partners, L.P., I hereby
certify that:
1. I have read and understand the Code of Ethics and recognize that I
am subject thereto;
2. I have complied with the requirements of the Code of Ethics;
3. I have reported all personal securities transactions required to
be reported pursuant to the requirements of the Code of Ethics;
4. Except as noted on disclosure document, I have no knowledge of
the existence of any personal conflict of interest relationship
which may involve Brandes clients, such as any economic
relationship between my transactions and securities held or to be
acquired by Brandes clients including the Brandes Investment
Trust.
Date: Signature:
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Printed Name:
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Title:
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FOR COMPLIANCE USE ONLY
Date Initials
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CM
Review
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Input
Data
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Employee
Record
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DISCLOSURE OF HOLDINGS
(This section to be filled out by members of Investment Committee
[all pms, apms, rms, managing partners and institutional group, or personnel
with subsidiaries filling comparable positions], all Trading and Compliance
personnel.)
Date:
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Name:
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If all of your securities holdings are directed by Brandes, please so note
and disregard the remainder of the form. Otherwise, please disclose all
securities holdings, whether public or private.
Name of brokerage account(s) and account number(s):
Where account is custodied:
List any securities privately held:
All employees filling out this disclosure are reminded that copies of all
brokerage statements generated on the accounts listed above must be forwarded
to Compliance. If you would like to set up an automatic interested party
mailing, please contact compliance personnel for information.
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QUESTIONNAIRE
(This form is to be completed by all employees.)
Date:
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Name:
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1. List any corporation, public or private, for profit or not for profit,
of which you, or a member of your immediate family, are an officer or
director or hold 5% or more of its outstanding stock. Briefly
describe the business.
2. List any partnership of which you are either a general or limited
partner and briefly describe for each its business activities and your
status as a general or limited partner.
3. List any joint venture or any other businesses in which you
participate, other than your employment with Brandes.
4. List any trustee or executor relationships you have, other than those
pertaining to your immediate family.
5. List any investment clubs of which you are a member.
<PAGE>
TOPICS REQUIRING REGISTRATION
(This form is to be completed by all employees.)
The following topics may require registration before they can be discussed.
They should be avoided by unlicensed personnel.
Performance
Specific Stocks or Bonds
Buying/Selling
Outlook
Markets (Foreign or US)
Fees (our own or broker's)
Account Size
Related Accounts, (how we trade, process, etc.)
Management Style
Any Recent Publications
Any discussion about other clients, accounts, etc.
Printed information may be forwarded about these topics by unregistered
personnel in response to unsolicited requests, but other reports and in-depth
conversations or explanations may be provided only by registered persons.
If these topics come up in a conversation and you are not licensed, DO NOT
attempt to address them even if you think you know the answer, but pass
person to a licensed employee - all Portfolio Managers, Associate Portfolio
Mangers, Managing Directors, Regional Managers and the Institutional Group
are licensed.
Violations to this policy may result in disciplinary action.
I have read and understand the above policy.
----------------------------- ----------------------
Signature Date
-----------------------------
Printed Name
<PAGE>
GIFT REPORTING
This form is required for all employees who receive any gift as explained in
the Code of Ethics of $50 or more.
Date: ____________________________________
Name: ____________________________________
Description of Gift (date, outside party(ies) involved, approx. value):
<PAGE>
BRANDES INVESTMENT PARTNERS, L.P.
AMENDMENT TO CODE OF ETHICS (DATED APRIL 1, 1997)
EFFECTIVE MARCH 1, 2000
The Code of Ethics for Brandes Investment Partners, L.P. and affiliates,
dated April 1, 1997, is amended hereby to include the following substantive
provisions effective March 1, 2000.
I. POLICY ON PARTICIPATION OF EMPLOYEE-RELATED ACCOUNTS IN
INITIAL PUBLIC OFFERINGS, HOT IPOs AND PRIVATE PLACEMENTS
INITIAL PUBLIC OFFERINGS ("IPO") AND HOT IPOs.
No Employee-Related Account may purchase any securities in an IPO or
Hot IPO; provided, however, an Employee-Related Account may, upon the
PRIOR written approval of Brandes, participate in the following IPOs:
(i) an IPO in connection with the de-mutualization of a savings bank
or the de-mutualization of a mutual insurance company in which the
holder of the Employee-Related Account owns a life insurance
policy;
(ii) an IPO of a spin-off company where the Employee-Related Account
owns stock in the company that spins off the issuer;
(iii) an IPO of a company in which the Employee-Related Account owns
stock in the company and the stock was acquired through
participation in a private placement previously approved by
Brandes; and
(iv) an IPO of the employer of the holder of the Employee-Related
Account.
An IPO generally means an offering of securities registered with the
Securities and Exchange Commission ("SEC"), the issuer of which,
immediately before the registration, was not required to file reports
with the SEC. SEE, rule 17j-1(a)(6).
Hot IPOs are securities of a public offering that trade at a premium
in the secondary market whenever such secondary market begins.
PRIVATE PLACEMENTS
No Employee-Related Account may purchase any securities in a private
placement except upon the PRIOR written approval of Brandes.
23
<PAGE>
PROCEDURES FOR OBTAINING PRIOR WRITTEN APPROVAL OF THE FIRM RESPECT TO IPOs
AND PRIVATE PLACEMENTS
With respect to the participation in private placements or the
permissible IPOs listed above, an Employee-Related Account may obtain
"the PRIOR written approval of Brandes" by first submitting a written
request for approval to the Legal/Compliance Department using the
REQUEST TO PARTICIPATE IN AN IPO/PRIVATE PLACEMENT IN AN
EMPLOYEE-RELATED ACCOUNT Form (attached hereto.) The Legal/Compliance
Department shall review the proposed transaction to determine whether
the proposed transaction would create any material conflicts of
interests. If the Legal/Compliance Department determines that the
proposed transaction would create no material conflicts of interests,
the Legal/Compliance Department shall then seek written approval for the
transaction from two managing partners. Such written approval shall
include written justification for the decision of the managing partners
approving the transaction.
Any person authorized to purchase securities in an IPO or private
placement shall disclose that investment when s/he plays a part in any
subsequent consideration by Brandes of an investment in the issuer of
such securities.
II. INFORMATION REQUIRED IN QUARTERLY EMPLOYEE TRANSACTION REPORT
Each quarterly transaction report filed for the calendar quarter ending March
31, 2000 (due April 10, 2000), and for subsequent quarters must now include
all information required under amended rule 17j-1(d)(1)(ii).(1) Quarterly
Employee Transaction Reports shall be filed with the Legal/Compliance
Department no later than 10 days after the end of a calendar quarter and must
contain the following information:
(A) With respect to any transaction during the quarter in a Security
reportable under the Code in which the employee or Employee Related
Person (as defined below) had any direct or indirect beneficial
ownership:
(1) The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of each Security involved;
(2) The nature of the transaction (I.E., purchase, sale or any other
type of acquisition or disposition);
------------------------------------------------
(1) The additional information required under this amendment is: (i)
the date that the quarterly transaction report is filed; (ii) the name of any
Employee Related Account established by an employee or Employee Related
Person during that quarter, and (iii) the date the account was established.
See, amended rule 17j-1(d)(1)(ii)(A)(5) and (B).
<PAGE>
(3) The price of the Security at which the transaction was effected;
(4) The name of the broker, dealer or bank with or through which the
transaction was effected; and
(5) The date that the report is submitted by the employee.
(B) With respect to any Employee Related Account established by the
employee or Employee Related Person in which any Securities were
held during the quarter for the direct or indirect benefit of the
employee or Employee Related Person:
(1) The name of the broker, dealer or bank with whom the employee or
Employee Related Person established the account;
(2) The date the account was established; and
(3) The date that the report is submitted by the employee.
Note that employees need not file a quarterly transaction report if the
information would duplicate information that Brandes has received in a
broker's confirmation or account statement. See, amended rule 17j-1(d)(2)(v).
Amended Quarterly Employee Transaction Reports will be distributed for
subsequent reporting usage by March 31, 2000.
An Employee Related Person is any non-employee who has an Employee Related
Account as defined in the Code to which the Code's pre-clearance and
reporting procedures with respect to Securities transactions therein applies.
<PAGE>
REQUEST TO PARTICIPATE IN AN IPO/PRIVATE PLACEMENT IN AN EMPLOYEE-RELATED
ACCOUNT*
Date:_____________________________________
I,________________________________________, intend to subscribe in an initial
NAME OF EMPLOYEE
public offering/Private Placement of the security referenced below for
_______________________________________ - _____________________ account. I
NAME ON ACCOUNT ACCOUNT #
will execute the transaction only upon receiving prior approval
of the intended activity.
Security:______________________________
APPROVED DENIED
Reviewed by:___________________________ Date:_________________________________
LEGAL/COMPLIANCE DEPARTMENT
Reviewed by:___________________________Date:__________________________________
MANAGING PARTNER
Reviewed by:___________________________Date:__________________________________
MANAGING PARTNER
Justification for Approval:
*Please attach prospectus or offering memorandum if available.
REMINDER: No Employee Related Account may sell a security purchased within the
previous 60 calendar days, except a security held for at least 30 days may be
sold at a loss.
LEGAL/COMPLIANCE DEPARTMENT - ORIGINAL COPY
EMPLOYEE -- RETAIN COPY FOR PERSONAL RECORDS
