Exhibit (p)(5)
CODE OF ETHICS
For Access Persons of
QUASAR DISTRIBUTORS, LLC
Effective as of June 1, 2000
I. DEFINITIONS
A. "Access person" means any director or officer of the Underwriter who
in the ordinary course of his or her business makes, participates in
or obtains information regarding the purchase or sale of securities
for a Company or whose functions or duties as part of the ordinary
course of his or her business relate to the making of any
recommendation to a Company regarding the purchase or sale of
securities.
B. "Act" means the Investment Company Act of 1940, as amended.
C. "Beneficial ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an access person has or
acquires. As a general matter, "beneficial ownership" will be
attributed to an access person in all instances where the person (i)
possesses the ability to purchase or sell the security (or the ability
to direct the disposition of the security); (ii) possesses the voting
power (including the power to vote or to direct the voting) over such
security; or (iii) receives any benefits substantially equivalent to
those of ownership.
Although the following is not an exhaustive list, a person generally
would be regarded to be the beneficial owner of the following:
(i) securities held in the person's own name;
(ii) securities held with another in joint tenancy, as tenants in
common, or in other joint ownership arrangements;
(iii)securities held by a bank or broker as a nominee or
custodian on such person's behalf or pledged as collateral
for a loan;
(iv) securities held by members of the person's immediate family
sharing the same household ("immediate family" means any
child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-
law, including adoptive relationships);
(v) securities held by a relative not residing in the person's
home if the person is a custodian, guardian, or otherwise
has controlling influence over the purchase, sale, or voting
of such securities;
(vi) securities held by a trust for which the person serves as a
trustee and in which the person has a pecuniary interest
(including pecuniary interests by virtue of performance fees
and by virtue of holdings by the person's immediate family);
(vii)securities held by a trust in which the person is a
beneficiary and has or shares the power to make purchase or
sale decisions;
(viii)securities held by a general partnership or limited
partnership in which the person is a general partner; and
(ix) securities owned by a corporation which is directly or
indirectly controlled by, or under common control with, such
person.
Any uncertainty as to whether an access person beneficially owns a
security should be brought to the attention of the Compliance Officer.
Such questions will be resolved in accordance with, and this
definition is subject to, the definition of "beneficial owner" found
in Rules 16a-1(a)(2) and (5) promulgated under the Exchange Act.
D. "Company" means an investment company registered under the Act that
has retained Quasar Distributors, LLC as its principal underwriter.
E. "Compliance Officer" means the person designated from time to time by
the Underwriter.
F. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act. As a general matter, "control" means the power to
exercise a controlling influence. The "power to exercise a
controlling influence" is intended to include situations where there
is less than absolute and complete domination and includes not only
the active exercise of power, but also the latent existence of power.
Anyone who beneficially owns, either directly or through one or more
controlled entities, more than 25% of the voting securities of an
entity shall be presumed to control such entity.
G. "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
H. "Restricted List" means a list of securities that from time to time
are not to be acquired by access persons and which list will be
maintained by the Underwriter.
I. "Security" shall have the meaning set forth in Section 2(a)(36) of the
Act and shall include: common stocks, preferred stocks, and debt
securities; options on and warrants to purchase common stocks,
preferred stocks or debt securities; and shares of closed-end
investment companies and Related Securities. "Related Securities" are
instruments and securities that are related to, but not the same as, a
security. For example, a Related Security may be convertible into a
security, or give its holder the right to purchase the security. The
term "Security" also includes private investments, including oil and
gas ventures, real estate syndicates and other investments which are
not publicly traded. It shall not include shares of registered open-
end investment companies; direct obligations of the Government of the
United States; bankers' acceptances, bank certificates of deposit,
commercial paper, repurchase agreements, and such other money market
instruments as designated by the Underwriter's Board of Directors.
J. "Underwriter" means Quasar Distributors, LLC.
II. GENERAL FIDUCIARY PRINCIPLES
In addition to the specific principles enunciated in this Code of Ethics,
all access persons shall be governed by the following general fiduciary
principles:
A. The duty at all times to place the interests of Company shareholders
ahead of personal interests;
B. The requirement that all personal securities transactions be conducted
consistently with this 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
C. The fundamental standard that access persons should not take
inappropriate advantage of their positions.
III. EXEMPTED TRANSACTIONS
The prohibitions of Sections IV and V of this Code of Ethics shall not
apply to:
A. Purchases or sales effected in any account over which the access
person has no direct or indirect influence or control;
B. Purchases or sales of securities which are not eligible for purchase
or sale by any Company;
C. Purchases or sales which are non-volitional on the part of either the
access person or a Company;
D. Purchases which are part of an automatic dividend reinvestment plan;
E. Purchases effected upon the exercise of rights issued by an issuer pro
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rata to all holders of a class of its securities, to the extent such
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rights were acquired from such issuer and sales of such rights so
acquired; and
F. Purchases or sales which receive the prior approval of the President
of the Underwriter, after consultation with the Compliance Officer,
because (i) they are only remotely harmful to the Underwriter or a
Company; (ii) they would be very unlikely to affect a highly
institutional market; or (iii) they clearly are not related
economically to the securities to be purchased, sold or held by a
Company.
THE TRANSACTIONS LISTED ABOVE ARE NOT EXEMPT FROM THE REPORTING
REQUIREMENTS SET FORTH IN SECTION VI.
IV. PROHIBITED ACTIVITIES
A. All securities transactions in which an access person has a direct or
indirect beneficial ownership interest will be monitored by the
Compliance Officer.
B. No access person shall purchase or sell, directly or indirectly, any
security in which he or she has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership interest on any
day during which he or she knows or should have known at the time of
such purchase or sale, that a Company has a pending "buy" or "sell"
order in that same security on that day until that order is executed
or withdrawn.
C. No access person shall acquire any securities in an initial public
offering.
D. No access person shall acquire securities pursuant to a private
placement without prior approval from the Underwriter's President
after consultation with the Compliance Officer. In determining
whether approval should be granted, the following should be
considered:
(1) whether the investment opportunity should be reserved for a
Company and its shareholders; and
(2) whether the opportunity is being offered to an individual by
virtue of his/her position with the Underwriter.
In the event approval is granted, the access person must disclose the
investment when he/she plays a material role in a Company's subsequent
consideration of an investment in the issuer. In such circumstances,
the Company's decision to purchase securities of the issuer will be
subject to an independent review by investment personnel with no
personal interest in the issuer.
E. No access person shall profit from the purchase and sale, or sale and
purchase, of the same, or equivalent, securities within sixty (60)
calendar days unless the security is purchased and sold by a Company
within sixty (60) calendar days and the access person complies with
Section IV(B). For purposes of applying the 60-day period, securities
will be subject to this 60-day short-term trading ban only if the
actual lot was purchased and sold, or sold and purchased, within such
period. Any profits realized on such short-term trades must be
disgorged by the access person; provided, however, that the Board of
Directors may make exceptions to this prohibition on a case-by-case
basis in situations where no abuse is involved, and the equities
strongly support an exception.
F. No access person shall receive any gift or other thing of more than de
minimis value from any person or entity that does business with or on
behalf of the Underwriter. Such prohibition shall not apply to
seasonal gifts made generally available to all employees at the
Underwriter's business office or to meals and/or entertainment
provided in the ordinary course of business and consistent in cost
with the Underwriter's standards for employee expenditures.
G. No access person shall serve on the board of directors of publicly
traded companies, unless the access person receives prior
authorization from the Underwriter's Board of Directors based upon a
determination that the board service would be consistent with the
interests of the Underwriter. In the event the board service is
authorized, access persons serving as directors must be isolated from
those making investment decisions by a "Chinese wall."
V. POLICY ON SECURITY OWNERSHIP
In addition to the prohibitions contained in Section IV hereof, it is the
general policy of the Underwriter that no access person shall have any
direct or indirect beneficial ownership of any security which is also owned
by a Company unless said access person complies with Section IV(B), or any
security which is on the Restricted List. Upon the discovery by the
Underwriter or any access person that an access person has direct or
indirect beneficial ownership of a security which is on the Restricted
List, such access person shall promptly report such fact to the Compliance
Officer, and may be required to divest himself or herself of such ownership
if the Compliance Officer determines that any significant conflict of
interest or potential conflict of interest exists as a result of such
ownership or that such ownership results in a breach of other policies or
agreements of the Underwriter.
VI. REPORTING
A. All securities transactions in which an access person has a direct or
indirect beneficial ownership interest will be monitored by the
Compliance Officer. The Compliance Officer's compliance with this
Code of Ethics shall be monitored by the Underwriter's President.
B. Every access person shall, at least on a quarterly basis, report to
the Compliance Officer the information described in Section VI(D) of
this Code of Ethics with respect to the transactions and accounts in
which such access person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership; provided,
however, that an access person shall not be required to make a report
with respect to transactions effected for any account over which such
person does not have any direct or indirect influence or control.
C. Every access person shall report to the Compliance Officer the
information described in Section VI(D) of this Code of Ethics even if
such access person has no personal securities transactions to report
for the reporting period.
D. Every report required to be made by Sections VI(B) and VI(C) of this
Code of Ethics shall be made not later than ten (10) days after the
end of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following
information:
(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);
(3) The price at which the transaction was effected;
(4) The name of the broker, dealer or bank with or through whom the
transaction was effected; and
(5) The date that the report is submitted by the access person.
Individual transaction information reporting obligations may be sent
by forwarding a duplicate confirmation to the Compliance Officer. The
determination date for timely compliance with this Section VI(D) is
the date the report is received by the Compliance Officer, which date
must be recorded on the report.
The report shall also contain the following information with respect
to any account established by an access person during the quarter:
(1) The name of the broker, dealer or bank with whom the access
person established the account;
(2) The date the account was established; and
(3) The date that the report is submitted by the access person.
A form which may be used to meet the access person reporting
requirement is attached hereto as Appendix 1.
E. Any report filed pursuant to this Section VI may contain a statement
that the report shall not be construed as an admission by the person
making such report that he has any direct or indirect beneficial
ownership in the security to which the report relates.
F. In addition to the reporting requirements of Sections VI(B), VI(C) and
VI(D), every access person shall direct his or her brokers to supply
to the Compliance Officer, on a timely basis, duplicate copies of all
personal securities transactions and copies of periodic statements for
all securities accounts in which such access person has a beneficial
ownership interest. Attached hereto as Appendix 2 is a form of letter
that may be used to request such documents from the respective broker,
dealer, or bank. It is the responsibility of the access person to
make sure that his or her broker does in fact send to the Compliance
Officer the duplicate confirmations and the duplicate statements.
These forms, confirmations and statements will be maintained in
strictest confidence in the files of the Compliance Officer.
G. In addition to the reporting requirements of Sections VI(B), VI(C) and
VI(D), every access person shall also disclose to the Compliance
Officer all personal securities holdings within ten calendar days
after commencement of employment and thereafter on an annual basis.
Such disclosures shall be made on the form attached hereto as Appendix
3. Each such access person also shall sign an acknowledgment,
attached hereto as Appendix 4, to affirm that they have received and
reviewed this Code of Ethics.
VII. ADVANCE CLEARANCE
A. Advance clearance is required for all securities transactions in which
an access person has or as a result of such transaction will have a
beneficial ownership interest, excluding (i) transactions exempt under
Sections III(A) and III(C), provided the access person is not advised
of the transactions in advance and does not participate in the
decision-making related thereto or transactions exempt under Sections
III(D) or III(E) and (ii) transactions receiving approval of the
President and Compliance Officer under Section III(F). A form
provided for advance clearance is attached hereto as Appendix 5.
B. Advance clearance requests should be submitted in writing in duplicate
to the Compliance Officer who may approve or disapprove such
transactions on the grounds of compliance with this Code of Ethics or
otherwise. Approval shall only be given when the person giving it has
determined that the intended transaction does not fall within any of
the prohibitions in this Code of Ethics. One copy of the advance
clearance request will be returned to the access person showing
approval or disapproval and one copy will be retained by the
Compliance Officer.
C. The authorization provided by the Compliance Officer is effective
until the earlier of (i) its revocation, (ii) the close of business on
the third trading day after the authorization is granted (for example,
if authorization is provided on a Monday, it is effective until the
close of business on Thursday), or (iii) the access person learns that
the information in the advance clearance request is not accurate. If
the order for the securities transaction is not placed within that
period, a new advance authorization must be obtained before the
transaction is placed. If the transaction is placed but has not been
executed within three trading days after the day the authorization is
granted (as, for example, in the case of a limit order), no new
authorization is necessary unless the person placing the original
order amends it in any way.
VIII. INSIDER TRADING
A. No access person shall purchase or sell Company Shares while in
possession of material non-public information regarding the Company.
The Compliance Officer may from time to time deny access persons the
ability to buy or sell Company Shares if the Compliance Officer, in
his or her sole discretion, determines that it is likely that such
person has possession of material non-public information or that it
would be otherwise inadvisable, in his or her sole discretion, for
such transaction to occur. The Compliance Officer should, together
with the Underwriter's legal counsel, be available to consult as to
whether an access person is likely to be in possession of material
non-public information.
IX. COMPLIANCE WITH THE CODE OF ETHICS
A. The Compliance Officer shall identify each access person and notify
them of their reporting obligations under the Code. The Compliance
Officer shall maintain a list of all access persons of the Underwriter
in substantially the form set forth in Appendix 6.
B. All access persons shall certify annually in the form attached hereto
as Appendix 7 that:
(1) They have read and understand this Code of Ethics and recognize
that they are subject thereto; and
(2) They have complied with the requirements of this Code of Ethics
and disclosed or reported all personal securities transactions and
accounts required to be disclosed or reported pursuant thereto.
C. The Compliance Officer and the Underwriter's legal counsel shall
prepare a quarterly report to the Underwriter's and Company's Boards
of Directors which shall:
(1) Summarize existing procedures concerning personal investing and
any changes in the procedures made during the past quarter;
(2) Identify any violations requiring significant remedial action
during the past quarter; and
(3) Identify any recommended changes in existing restrictions or
procedures based upon the Underwriter's experience under this Code of
Ethics, evolving industry practices or developments in laws or
regulations.
X. SANCTIONS
Upon discovering a violation of this Code of Ethics, the Board of Directors
of the Underwriter may impose such sanctions as it deems appropriate,
including, among other sanctions, a letter of censure or suspension,
disgorgement of profits or termination of the employment of the violator.
XI. OTHER PROCEDURES
Other policies and procedures of the Underwriter relating to securities
transactions, including, without limitation, policies relating to insider
trading, shall remain in full force and effect and shall not be affected by
adoption of this Code of Ethics. To the extent of any inconsistencies
between this Code of Ethics and any such other policies, this Code of
Ethics shall control.
APPENDIX 1
THIS REPORT MUST BE SUBMITTED WITHIN 10 DAYS OF QUARTER END
ACCESS PERSON TRANSACTION RECORD for
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(Name)
FOR CALENDAR QUARTER ENDED
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(Date)
I AM REPORTING BELOW ALL TRANSACTIONS AND ACCOUNTS REQUIRED TO BE REPORTED FOR
THE QUARTER PURSUANT TO THE CODE OF ETHICS DATED AUGUST 1, 2000.
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(Date) (Access Person's Signature)
I. TRANSACTION REPORTING
Check if applicable: ( ) I had no transactions during the quarter.
( ) All transactions required to be reported have been
provided to the Compliance Officer through
duplicate confirmations and statements.
( ) The reporting of any transaction below shall not
be construed as an admission that I have any
direct or indirect beneficial ownership in the
subject security.
TRANSACTIONS
Security Interest Maturity# Shares Principal Purchase/Sale Broker
Date Name Rate Date or Par Amount /Other Price Name
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---- -------- -------- --------- ------ ----------- ---------- ------- --------
---- -------- -------- --------- ------ ----------- ---------- ------- --------
---- -------- -------- --------- ------ ----------- ---------- ------- --------
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(attach additional sheets if necessary)
II. ACCOUNT REPORTING
SECURITIES ACCOUNTS OPENED DURING QUARTER
I did not open any securities account with any broker, dealer or bank
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during the quarter; or
I opened a securities account with a broker, dealer or bank during the
quarter as indicated below.
Date Account Broker, Dealer or Bank
Was Established Name
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REVIEWED:
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(Date) (Signature)
FOLLOW-UP ACTION (if any) (attach additional sheet if required)
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APPENDIX 2
FORM OF LETTER TO BROKER, DEALER OR BANK
<Date>
<Broker Name and Address>
Subject: Account #
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Dear :
----------------
I am affiliated with Quasar Distributors, LLC, a principal underwriter to
registered investment companies, and am an access person of such underwriter.
You are requested to send duplicate confirmations of individual transactions as
well as duplicate periodic statements for the above-referenced account to Quasar
Distributors, LLC. Please address the confirmations and statements directly to:
Ms. Teresa Cowan, Compliance Officer
Quasar Distributors, LLC
615 East Michigan Street, 2nd Floor
Milwaukee, WI 53202
Your cooperation is most appreciated. If you have any questions regarding
these requests, please contact Teresa Cowan of Quasar Distributors, LLC at
(414)-287-3397 or me.
Sincerely,
<Name of Access Person>
cc:
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APPENDIX 3
PERSONAL SECURITIES HOLDINGS
In accordance with Section VI(G) of the Code of Ethics, please provide a
list of all securities in which you have a beneficial interest.
(1) Name of Access Person:
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(2) If different than (1), name of the person
in whose name the account is held:
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(3) Relationship of (2) to (1):
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(4) Broker at which Account is maintained:
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(5) Account Number:
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(6) Contact person at Broker and phone number:
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(7) For each account, attach the most recent account statement listing
securities in that account. If you have a beneficial interest in
securities that are not listed in an attached account statement, list them
below:
Title/ Number of Value/Principal Broker-dealer
Name of Security Shares Amount or bank
--------------- --------- --------------- -------------
1.
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2.
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3.
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4.
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5.
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(ATTACH SEPARATE SHEET IF NECESSARY)
I certify that this form and the attached statements (if any) constitute
all of the securities in which I have a beneficial interest, including those
held in accounts of my immediate family residing in my household.
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Access Person Signature
Dated:
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Print Name
APPENDIX 4
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received and reviewed the Code of Ethics dated
June 1, 2000, and represent:
1.In accordance with Section VI of the Code of Ethics, I will report all
securities transactions and securities accounts in which I have a
beneficial interest.
2.I will comply with the Code of Ethics in all other respects.
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Access Person Signature
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Print Name
Dated:
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APPENDIX 5
ADVANCE PERSONAL TRADING CLEARANCE/REVIEW REQUEST
BACKGROUND:
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The Code of Ethics states that advance clearance is required for all
securities transactions in which an access person has a beneficial ownership
interest.
CLEARANCE/REVIEW REQUEST: (form should also be used to record trading where
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clearance is not required, so as to document non-clearance requirement)
1. Name of Access Person:
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2. If different than (1), name of
person in whose
account the trade will occur:
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3. Relationship of (2) to (1):
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4. Name of Security and Symbol:
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5. Maximum number of shares or units to
be purchased or sold or
amount of bond:
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6. Check if applicable:
PURCHASE MARKET ORDER
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SALE LIMIT ORDER (Limit Order Price: )
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7. For a Sale, Date of Purchase of Lot(s) Being Sold
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TO: COMPLIANCE OFFICER FROM:
----------------------------------
DATE: TIME:
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I (or the account in which I have a beneficial ownership interest) intend
to purchase/sell the above-named Security (on date if other than above:
/ / ).
-----------------------
I confirm that to the best of my knowledge, the proposed transaction is in
compliance with the Code of Ethics.
ACCESS PERSON SIGNATURE:
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DATE:
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COMPLIANCE OFFICER SIGNATURE:
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DATE:
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Original to Compliance Officer
Copy to Access Person
APPENDIX 6
QUASAR DISTRIBUTORS, LLC
List of Access Persons
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Name Status Date Added/Deleted from List
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APPENDIX 7
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS
I certify that during the past year:
1. I have read and I understand the Code of Ethics and I recognize that I
am subject thereto.
2. In accordance with Section VI of the Code of Ethics, I have reported all
securities transactions and securities accounts in which I have a
beneficial interest, except to the extent disclosed on an attached
schedule.
3. I have complied with the Code of Ethics in all other respects.
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Access Person Signature
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Print Name
Dated:
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