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EX-P
CALAMOS ASSET MANAGEMENT, INC.
CALAMOS FINANCIAL SERVICES, INC.
CALAMOS INVESTMENT TRUST
CALAMOS ADVISORS TRUST
CODE OF ETHICS
ADOPTED MARCH 16, 2000
The philosophy of Calamos Asset Management, Inc. (CAM) and Calamos
Financial Services, Inc. (CFS) is to avoid any conflict of interest, or the
appearance of any conflict of interest, between the investment activities of any
investment client of CAM, including Calamos Investment Trust and Calamos
Advisors Trust (collectively referred to as "Clients") and the personal
investment transactions of the directors, officers and employees of CAM and CFS.
This Code of Ethics establishes standards and procedures for the
detection and prevention of certain conflicts of interest, including activities
by which persons having knowledge of the investments and investment intentions
of Clients might take advantage of that knowledge for their own benefit.
Implementation and monitoring of those standards inevitably places some
restrictions on the freedom of the investment activities of those people.
This Code of Ethics has been adopted by CAM, CFS, Calamos Investment
Trust and Calamos Advisors Trust (each of Calamos Investment Trust and Calamos
Advisors Trust being referred to herein as a "Trust") to meet those concerns and
the legal requirements imposed by, among other things, Rule 17j-1 under the
Investment Company Act of 1940. A copy of Rule 17j-1 is attached as Appendix A.
Any questions about the Code or about the applicability of the Code to a
personal securities transaction should be directed to the Chief Compliance
Officer or, in his or her absence, the President of CAM.
I. STATEMENT OF PRINCIPLE
GENERAL PROHIBITIONS. The Investment Company Act and rules thereunder
make it illegal for any person covered by the Code, directly or indirectly, in
connection with the purchase or sale of a security held or to be acquired by a
Trust, to:
A. employ any device, scheme or artifice to defraud a Trust;
B. make to a Trust any untrue statement of a material fact or
omit to state to the Trust a material fact necessary in order
to make the statements made, in light of circumstances under
which they are made, not misleading;
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C. engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon a Trust;
or
D. engage in any manipulative practice with respect to a Trust.
Similarly, CAM and each person covered by the Code owe a duty of
loyalty to all the accounts served by CAM. As such, they have a duty to place
the interests of their respective Clients and shareholders of a Trust ahead of
their own interests. In furtherance of this basic principle, all persons covered
by the Code (i) must adhere to the Code of Ethics to avoid actual or potential
conflicts of interest or abuse of such person's position of trust and
responsibility and (ii) not take inappropriate advantage of their position.
PERSONAL SECURITIES TRANSACTIONS. This Code regulates personal
securities transactions as a part of the effort by CAM, CFS and the Trusts, to
detect and prevent conduct that might violate the general prohibitions outlined
above. A PERSONAL SECURITIES TRANSACTION is a transaction in a SECURITY in which
the person subject to this Code has a BENEFICIAL INTEREST.
- SECURITY is interpreted very broadly for this purpose, and
includes notes, stocks, bonds, debentures, investment
contracts, limited partnership interests, and any right to
acquire any security (an option or warrant or convertible
security, for example).
- You have a BENEFICIAL INTEREST in a security that you own
individually, jointly, or as a guardian, executor or trustee,
or in which you or your spouse or minor children or other
dependents living in your household, have an interest.
"Beneficial interest" is defined in Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934. A copy of Rule 16a-1(a), is
attached as Appendix B and examples of beneficial interest are
attached as Appendix C.
In any situation where the potential for conflict exists, transactions
for a Client must take precedence over any personal transaction. The people
subject to this Code owe a duty to their Clients to conduct their personal
securities transactions in a manner that does not interfere with the portfolio
transactions of the Client, otherwise take inappropriate advantage of their
relationship to the Client or create any actual or potential conflict of
interest between their interests and the interests of the Client.
Situations not specifically governed by this Code of Ethics will be
resolved in light of this general principle.
II. HOW THE CODE'S RESTRICTIONS APPLY
The restrictions on personal securities transactions in Section III and
the compliance procedures in Section VII differentiate among groups of people
based on
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their positions and responsibilities with CAM, CFS and the Trust. The groups
are: INVESTMENT PERSONS, ACCESS PERSONS and OUTSIDE TRUSTEES.
A. INVESTMENT PERSONS are those who make, or participate in
making, investment decisions or recommendations for Clients,
or who, in connection with their regular functions or duties
with CAM or CFS, make, participate in, or obtain information
regarding the purchase or sale of securities by a Client.
Investment Persons are:
- each CAM portfolio manager;
- each analyst working for CAM;
- support staff of CAM working directly with portfolio
managers and analysts;
- each trader of CAM; and
- CFS and CAM.
B. ACCESS PERSONS are those directors, officers and employees of
CAM, CFS or a trust who are not Investment Persons or Outside
Trustees.
C. OUTSIDE TRUSTEES are those trustees of a Trust who are not
"interested persons" of a Trust.
III. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS
A. NO TRANSACTIONS WITH CLIENTS. No INVESTMENT PERSON, ACCESS
PERSON or OUTSIDE TRUSTEE shall knowingly sell to or purchase
from a Client any security or other property except securities
issued by that Client.
B. NO CONFLICTING TRANSACTIONS. No INVESTMENT PERSON, ACCESS
PERSON or OUTSIDE TRUSTEE shall purchase or sell for his or
her own personal account and benefit, or for the account and
benefit of any relative, any security that the person knows or
has reason to believe is being purchased or sold or considered
for purchase or sale by a Client, until the Client's
transactions have been completed or consideration of such
transactions has been abandoned.
NOTE: RESTRICTIONS C THROUGH F BELOW DO NOT APPLY TO THE
OUTSIDE TRUSTEES.
C. INITIAL PUBLIC OFFERINGS. No INVESTMENT PERSON or ACCESS
PERSON shall acquire any security in an initial public
offering.
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D. PRIVATE PLACEMENTS. No INVESTMENT PERSON or ACCESS PERSON
shall acquire any security in a private placement without the
express written prior approval of the President or Managing
Director of CAM. In deciding whether that approval should be
granted, consideration will be given to whether the investment
opportunity should be reserved for Clients and whether the
opportunity has been offered because of the person's
relationship with CAM or its Clients. An INVESTMENT PERSON who
has been authorized to acquire a security in a private
placement must disclose that investment if he or she later
participates in consideration of an investment in that issuer
for a Client's account. Any investment decision for the Client
relating to that security must be made by other Investment
Persons.
E. SHORT-TERM TRADING. No INVESTMENT PERSON may profit from the
purchase and sale, or sale and purchase, of the same (or
equivalent) securities within 60 days if the same (or
equivalent) securities have been held by a Client during such
60-day period. Any profit so realized will be required to be
donated to a charitable organization selected by CAM.
IV. GIFTS
Receipt by an INVESTMENT PERSON or ACCESS PERSON of a gift of
substantial value (more than $100), a cash payment in any amount, a preferred
personal investment opportunity, or other thing of more than de minimis value
from any person or entity that does business, or is seeking to do business, with
or on behalf of a Client, CAM or CFS, including a broker-dealer or security
issuer, poses a potential conflict of interest and is prohibited.
It is not the intent of this Code to prohibit the ordinary courtesies
of business life, such as token gifts or modest entertainment incidental to a
business relationship.
V. SERVICE AS A DIRECTOR
No INVESTMENT PERSON or ACCESS PERSON may serve as a member of the
board of directors or trustees of any publicly-held company without the prior
written approval of the President or the Chief Compliance Officer, based on a
determination that the board service would not be inconsistent with the
interests of the Clients of CAM. If an Investment Person is serving as a board
member, that Investment Person shall not participate in making investment
decisions relating to the securities of the company on whose board he or she
sits.
VI. INSIDE INFORMATION
Securities laws and regulations prohibit the misuse of "inside"
material non-public information regarding an issuer when trading or recommending
securities of that issuer.
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Inside information obtained by any ACCESS PERSON or an INVESTMENT
PERSON from any source must be kept strictly confidential. All inside
information should be kept completely secure, and access to files and computer
files containing such information should be restricted. ACCESS PERSONS and
INVESTMENT PERSONS shall not act upon or disclose inside information and shall
report the information and any proposed trade in the issuer to whom the
information relates immediately to the Chief Compliance Officer. After the Chief
Compliance Officer has reviewed the issue, CAM will determine whether any
trading restrictions apply and what action, if any, the firm should take.
Inside information may include, but is not limited to, knowledge of
pending orders or research recommendations, corporate finance activity, mergers
and acquisitions, and other material non-public information that could affect
the price of a security. Trading during a tender offer represents a particular
concern in the law of insider trading. ACCESS PERSONS and INVESTMENT PERSONS
should exercise particular caution any time they become aware of non-public
information relating to a tender offer.
Client and Client account information is also confidential and must not
be discussed with any individual whose responsibilities do not require knowledge
of such information.
All questions and requests for assistance regarding confidential or
inside information should be promptly directed to the Chief Compliance Officer.
VII. COMPLIANCE PROCEDURES
A. BLACKOUT PERIODS. [See pre-clearance requirements in Section
VII. E. below] No personal securities transaction in which an
INVESTMENT PERSON or an ACCESS PERSON has a beneficial
interest shall be executed if a Client (1) has a conflicting
order pending or (2) is actively considering a purchase or
sale of the same security. A conflicting order is any order
for the same security, or an option on that order, that has
not been fully executed. A purchase of a security is being
"actively considered" (a) when a recommendation to purchase or
sell has been made for the Client and is pending or (b) with
respect to the person making the recommendation, when that
person is seriously considering making the recommendation.
Absent extraordinary circumstances, a personal securities
transaction shall not be executed until the fifth business day
after completion of any transaction for a Client.
B. DISCLOSURE OF PERSONAL HOLDINGS. Each INVESTMENT PERSON and
ACCESS PERSON shall disclose to the Chief Compliance Officer
securities holdings in which he or she has a beneficial
interest (not including shares of open-end investment
companies (mutual funds), direct obligations of the U. S.
government (U.S. treasury bills, notes and bonds), and money
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market instruments, including bank certificates of deposit,
bankers' acceptances, commercial paper and repurchase
agreements) no later than ten days after commencement of
employment with CAM or CFS (or upon the adoption of this Code)
and annually thereafter as of December 31 of each year. Annual
reports shall be delivered to the Chief Compliance Officer no
later than January 30 of the following year. The initial
holdings and annual holdings reports shall contain the
following information:
- title and number of shares, or principal amount, interest
rate and maturity date (if applicable), of each security
held beneficially;
- the name of any broker, dealer, bank or custodian with or
through which an account is maintained in which the
person has a beneficial interest; and
- the date the report is submitted.
C. REPORTING PERSONAL SECURITIES TRANSACTIONS.
1. An OUTSIDE TRUSTEE shall report in writing to the
Chief Compliance Officer, within ten days after the
end of the calendar quarter in which a transaction
occurred, any personal transaction in a security that
the Outside Trustee, at the time of the transaction,
knew, or in the ordinary course of fulfilling his or
her duties as a trustee should have known, that on
the day of the transaction or within 15 days before
or after that day a purchase or sale of that security
was made by or considered for the Trust.
2. Each ACCESS PERSON and INVESTMENT PERSON shall (i)
identify to CAM and CFS any brokerage or other
account in which he or she has a beneficial interest
and (ii) instruct the broker or custodian to deliver
to CAM's Chief Compliance Officer duplicate
confirmations of all transactions and duplicate
monthly statements.
3. Each ACCESS PERSON and INVESTMENT PERSON shall report
all personal securities transactions during a quarter
to the Chief Compliance Officer no later than ten
days after the end of the quarter. Quarterly
transaction reports shall include the following
information:
For each transaction:
- the date of the transaction;
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- title and number of shares or principal amount,
interest rate and maturity date (if applicable) of
each security involved;
- the nature of the transaction (i.e., purchase,
sale, gift, or other type of acquisition or
disposition);
- the price at which the transaction was effected;
- the name of the broker, dealer or bank with or
through which the transaction was effected; and
- the date the report is submitted.
In addition, for each account established during the
month in which securities are held for the benefit of
an Investment Person or Access Person, the quarterly
report shall include:
- the name of the broker, dealer or bank with whom
the account was established;
- the date the account was established; and
- the date the report is submitted.
4. For INVESTMENT PERSONS and ACCESS PERSONS who choose
to execute all personal securities transactions
through CFS, CFS will provide to CAM's Chief
Compliance Officer information about transactions in
the accounts of persons subject to this Code who have
accounts with CFS.
5. Reports relating to the personal securities
transactions of the Chief Compliance Officer shall be
delivered to the President of CAM.
D. FORM OF REPORTS. Reports of personal securities transactions
may be in any form (including copies of confirmations or
monthly statements) but must include the information required
by Section VII.C.3.
E. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS. No
INVESTMENT PERSON or ACCESS PERSON shall engage in a personal
securities transaction unless the transaction shall have been
approved in advance by any one of the President, the Managing
Director, Research and Portfolio Management, or the Chief
Compliance Officer of CAM, none of whom may approve his or her
own transactions. In addition, the personal securities
transactions of the President and Managing Director, Research
and Portfolio Management must be approved in advance by the
Chief Compliance Officer. Each approval shall be in writing
and shall be
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forwarded to Compliance to be filed in the employee's trading
files and retained for a period of three years.
If preclearance is granted, the individual must execute his or
her trade within the period of time indicated by the approving
person on the preclearance form, which period of time shall
not exceed one business day from the day on which preclearance
is granted. (Limit orders, which have been precleared and
placed within this time limit, need not be precleared on
subsequent days so long as the terms of the order have not
changed.)
F. MONITORING OF TRANSACTIONS. CAM's Chief Compliance Officer
will monitor the trading patterns of Investment Persons and
Access Persons.
G. CERTIFICATION OF COMPLIANCE. Each Investment Person and Access
Person is required to certify annually that (i) he or she has
read and understands the Code, (ii) recognizes that he or she
is subject to the Code, and (iii) he or she has disclosed or
reported all personal securities transactions required to be
disclosed or reported under the Code. The Chief Compliance
Officer shall annually distribute a copy of the Code and
request certification by all covered persons and shall be
responsible for ensuring that all personnel comply with the
certification requirement.
Each Investment Person and Access Person who has not engaged
in any Personal Securities Transaction during the preceding
year for which a report was required to be filed pursuant to
the Code shall include a certification to that effect in his
or her annual certification.
H. REPORT TO TRUSTS' BOARD. The officers of each Trust shall
prepare an annual report to the board of each Trust that:
- summarizes existing procedures concerning personal
investing and any changes in those procedures during the
past year;
- describes issues that arose during the previous year
under the Code or procedures concerning personal
investing, including but not limited to information about
material violations of the Code and sanctions imposed;
- certifies to the board that the Trust has adopted
procedures reasonably necessary to prevent its Investment
Persons and Access Persons from violating the Code; and
- identifies any recommended changes in existing
restrictions or procedures based upon experience under
the Code, evolving industry practices, or developments in
applicable laws or regulations.
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VIII. EXEMPT TRANSACTIONS
(a) The provisions of this Code are intended to restrict the personal
investment activities of persons subject to the Code only to the extent
necessary to accomplish the purposes of the Code. Therefore, the provisions of
Sections III and VII of this Code shall not apply to:
A. Purchases or sales effected in any account over which the
persons subject to this Code have no direct or indirect
influence or control;
B. Purchases or sales of:
1. U.S. government securities;
2. shares of open-end investment companies (mutual
funds, including money market funds), including but
not limited to shares of any Trust portfolio; and
3. bank certificates of deposit or commercial paper.
C. Purchases or sales that are non-volitional on the part of
either the person subject to this Code or the Client;
D. Purchases that are part of an automatic dividend reinvestment
plan; and
Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of securities to the
extent such rights were acquired from such issuer, and sales
of such rights so acquired.
(b) Discretionary Accounts of Outside Trustees
Purchases and sales of securities in an account in which an Outside Trustee has
a beneficial interest shall not be subject to the prohibitions of Section VII if
the account is managed by someone other than the Outside Trustee and the Outside
Trustee did not have knowledge of the transactions until after they had been
executed, provided the Outside Trustee has previously identified the account to
CAM's Chief Compliance officer.
(c) De Minimis Exception. Purchases or sales in an amount less than
$10,000 in a security that has a market capitalization of at least $5 billion
are exempt from the prohibitions of Section III. and Section VII.A. of this
Code, and are exempt from the pre-clearance requirements of Section VII.E.
(However, please note that trades falling within this de minimis exception must
be reported pursuant to Sections VII.B., VII.C. and VII.D. of this code).
(d) Under unusual circumstances, such as a personal financial
emergency, employee stock ownership plans, stock option plans and certain
personal trusts, or
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when it is determined that no conflict of interest or other breach of duty is
involved, application for an exemption to make a transaction may be made to the
Chief Compliance Officer, which application may be denied or granted. To request
consideration of an exemption, submit a written request containing details on
your circumstances, reasons for the exception and exception requested. The Chief
Compliance Officer may, in unusual circumstances, approve exceptions from the
Code of Ethics applicable to an individual, based on the unique circumstances of
such individual and based on a determination that the exceptions can be granted
(i) consistent with the individual's fiduciary obligations to Clients and (ii)
pursuant to procedures that are reasonably designed to avoid a conflict of
interest for the individual. Any such exceptions shall be subject to such
additional procedures, reviews and reporting as determined appropriate by the
Chief Compliance Officer in connection with granting such exception. Any such
exceptions will be reported to the Board of Directors of CAM at the meeting of
the Board of Directors immediately following the grant of such exception, and
such Board of Directors shall have the power to revoke or modify any such
exceptions prospectively.
IX. CONSEQUENCES OF FAILURE TO COMPLY WITH THE CODE
Compliance with this Code of Ethics is a condition of employment of CAM
and CFS and retention of positions with the Trusts. Taking into consideration
all relevant circumstances, management of CAM will determine what action is
appropriate for any breach of the provisions of the Code by an Investment Person
or Access Person. Possible actions include letters of sanction, suspension or
termination of employment or removal from office.
The board of a Trust will determine what action is appropriate for any
breach of the provisions of the Code by an Outside Trustee of the Trust, which
may include removal from the board.
Reports filed pursuant to the Code will be maintained in confidence but
will be reviewed by CAM, CFS or the Trust in order to verify compliance with the
Code. Additional information may be required to clarify the nature of particular
transactions.
X. RETENTION OF RECORDS
The Secretary of CAM shall maintain the records listed below for a
period of five years at CAM's principal place of business in an easily
accessible place:
A. a list of all persons subject to the Code during the period;
B. receipts signed by all persons subject to the Code
acknowledging receipt of copies of the Code and acknowledging
that they are subject to it;
C. a copy of each code of ethics that has been in effect at any
time during the period;
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D. a copy of each report filed pursuant to this Code and a record
of any known violation and action taken as a result thereof
during the period; and
E. records evidencing prior approval of, and the rational
supporting, an acquisition by an Investment Person or an
Access Person of securities in a private placement.
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ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
FOR EMPLOYEES AND OFFICERS OF
CALAMOS ASSET MANAGEMENT, INC.,
CALAMOS FINANCIAL SERVICES, INC.,
CALAMOS INVESTMENT TRUST AND
CALAMOS ADVISORS TRUST
CODE OF ETHICS. Calamos Asset Management, Inc. ("CAM"), Calamos
Financial Services, Inc. ("CFS") and Calamos Investment Trust and Calamos
Advisors Trust (each, a "Trust") have adopted a written Code of Ethics (the
"Code") to avoid potential conflicts of interest by their personnel. A copy of
the Code is attached to this letter. As a condition of your continued employment
with CAM or CFS or the retention of your position, if any, as an officer of a
Trust, you are required to read, understand and abide by the Code.
COMPLIANCE PROGRAM. The Code requires that all personnel furnish to the
Chief Compliance Officer information regarding any investment account in which
you have a "beneficial interest." You are also required to furnish to the Chief
Compliance Officer copies of your monthly or quarterly account statements, or
other documents, showing all purchases or sales of Securities in any such
account, or which are effected by you or for your benefit, or the benefit of any
member of your household. Additionally, you are required to furnish a report of
your personal Securities holdings within 10 days of commencement of your
employment with CAM or CFS and annually thereafter. These requirements apply to
any investment account, such as an account at a brokerage house, trust account
at a bank, custodial account or similar types of accounts.
This compliance program also requires that you report any contact with
any Securities issuer, government or its personnel, or others, that, in the
usual course of business, might involve inside or material non-public
information. You must bring to the attention of the Chief Compliance Officer any
information you receive from any source which might be insider or material
non-public information.
Any questions concerning the Code should be directed to the Chief
Compliance Officer.
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I affirm that I have read and understand the Code. I agree to the terms
and conditions set forth in the Code.
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Signature Date
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ANNUAL AFFIRMATION OF COMPLIANCE
FOR EMPLOYEES AND OFFICERS OF
CALAMOS ASSET MANAGEMENT, INC.,
CALAMOS FINANCIAL SERVICES, INC.,
CALAMOS INVESTMENT TRUST AND
CALAMOS ADVISORS TRUST
I affirm that:
1. I have again read and, during the past year to the best of my
knowledge, have complied with the Code of Ethics ("Code").
2. I have provided to the Chief Compliance Officer the names and
addresses of each investment account that I had with any firm,
including, but not limited to, broker-dealers, banks and
others. (List of known accounts attached.)
3. I have provided to the Chief Compliance Officer copies of
account statements or other reports showing each and every
transaction in any security in which I have a beneficial
interest, as defined in the Code, during the most recently
ended calendar year;
or
During the most recent calendar year there were no
transactions in any security in which I had a beneficial
interest required to be reported pursuant to the Code.
4. I have provided to the Chief Compliance Officer a report of
securities holdings in which I had a beneficial interest as of
the end of the most recent calendar year, including all
required information for each security in which I have any
direct or indirect beneficial ownership.
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Signature Date
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ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
FOR OUTSIDE TRUSTEES OF
CALAMOS INVESTMENT TRUST AND CALAMOS ADVISORS TRUST
CODE OF ETHICS. Calamos Asset Management, Inc. ("CAM"), Calamos
Financial Services, Inc. ("CFS") and Calamos Investment Trust and Calamos
Advisors Trust (each, a "Trust") have adopted a written Code of Ethics (the
"Code") to avoid potential conflicts of interest by the outside trustees of each
Trust and personnel of CAM and CFS. A copy of the Code is attached to this
letter. As a condition of the retention of your position as a trustee, you are
required to read, understand and abide by the Code.
Any questions concerning the Code should be directed to the Chief
Compliance Officer.
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I affirm that I have read and understand the Code of Ethics ("Code"). I
agree to the terms and conditions set forth in the Code.
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Signature Date
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APPENDIX A
SS. 270.17J-1 PERSONAL INVESTMENT ACTIVITIES OF INVESTMENT COMPANY PERSONNEL.
(a) Definitions. For purposes of this section:
(1) Access Person means:
(i) Any director, officer, general partner or Advisory
Person of a Fund or of a Fund's investment adviser.
(A) If an investment adviser is primarily
engaged in a business or businesses other
than advising Funds or other advisory
clients, the term Access Person means any
director, officer, general partner or
Advisory Person of the investment adviser
who, with respect to any Fund, makes any
recommendation, participates in the
determination of which recommendation will
be made, or whose principal function or
duties relate to the determination of which
recommendation will be made, or who, in
connection with his or her duties, obtains
any information concerning recommendations
on Covered Securities being made by the
investment adviser to any Fund.
(B) An investment adviser is "primarily engaged
in a business or businesses other than
advising Funds or other advisory clients"
if, for each of its most recent three fiscal
years or for the period of time since its
organization, whichever is less, the
investment adviser derived, on an
unconsolidated basis, more than 50 percent
of its total sales and revenues and more
than 50 percent of its income (or loss),
before income taxes and extraordinary items,
from the other business or businesses.
(ii) Any director, officer or general partner of a
principal underwriter who, in the ordinary course of
business, makes, participates in or obtains
information regarding, the purchase or sale of
Covered Securities by the Fund for which the
principal underwriter acts, or whose functions or
duties in the ordinary course of business relate to
the making of any recommendation to the Fund
regarding the purchase or sale of Covered Securities.
(2) Advisory Person of a Fund or of a Fund's investment adviser
means:
(i) Any employee of the Fund or investment adviser (or of
any company in a control relationship to the Fund or
investment adviser) who, in connection with his or
her regular functions or duties, makes, participates
in, or obtains information regarding the purchase or
sale of Covered Securities by a Fund, or whose
functions relate to the making of any recommendations
with respect to the purchases or sales; and
(ii) Any natural person in a control relationship to the
Fund or investment adviser who obtains information
concerning recommendations made to the Fund with
regard to the purchase or sale of Covered Securities
by the Fund.
(3) Control has the same meaning as in section 2(a)(9) of the Act
[15 U.S.C. 80a-2(a)(9)].
(4) Covered Security means a security as defined in section
2(a)(36) of the Act [15 U.S.C. 80a-2(a)(36)], except that it
does not include:
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APPENDIX A
(i) Direct obligations of the Government of the United
States;
(ii) Bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
instruments, including repurchase agreements; and
(iii) Shares issued by open-end Funds.
(5) Fund means an investment company registered under the
Investment Company Act.
(6) An Initial Public Offering means an offering of securities
registered under the Securities Act of 1933 [15 U.S.C. 77a],
the issuer of which, immediately before the registration, was
not subject to the reporting requirements of sections 13 or
15(d) of the Securities Exchange Act of 1934 [15 U.S.C. 78m or
78o(d)].
(7) Investment Personnel of a Fund or of a Fund's investment
adviser means:
(i) Any employee of the Fund or investment adviser (or of
any company in a control relationship to the Fund or
investment adviser) who, in connection with his or
her regular functions or duties, makes or
participates in making recommendations regarding the
purchase or sale of securities by the Fund.
(ii) Any natural person who controls the Fund or
investment adviser and who obtains information
concerning recommendations made to the Fund regarding
the purchase or sale of securities by the Fund.
(8) A Limited Offering means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
section 4(2) or section 4(6) [15 U.S.C. 77d(2) or 77d(6)] or
pursuant to rule 504, rule 505, or rule 506 [17 CFR 230.504,
230.505, or 230.506] under the Securities Act of 1933.
(9) Purchase or sale of a Covered Security includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
(10) Security Held or to be Acquired by a Fund means:
(i) Any Covered Security which, within the most recent 15
days:
(A) Is or has been held by the Fund; or
(B) Is being or has been considered by the Fund
or its investment adviser for purchase by
the Fund; and
(ii) Any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered
Security described in paragraph (a)(10)(i) of this
section.
(b) Unlawful Actions. It is unlawful for any affiliated person of or
principal underwriter for a Fund, or any affiliated person of an
investment adviser of or principal underwriter for a Fund, in
connection with the purchase or sale, directly or indirectly, by the
person of a Security Held or to be Acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the Fund;
<PAGE> 17
APPENDIX A
(2) To make any untrue statement of a material fact to the Fund or
omit to state a material fact necessary in order to make the
statements made to the Fund, in light of the circumstances
under which they are made, not misleading;
(3) To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Fund; or
(4) To engage in any manipulative practice with respect to the
Fund.
(c) Code of Ethics.
(1) Adoption and Approval of Code of Ethics.
(i) Every Fund (other than a money market fund or a Fund
that does not invest in Covered Securities) and each
investment adviser of and principal underwriter for
the Fund, must adopt a written code of ethics
containing provisions reasonably necessary to prevent
its Access Persons from engaging in any conduct
prohibited by paragraph (b) of this section.
(ii) The board of directors of a Fund, including a
majority of directors who are not interested persons,
must approve the code of ethics of the Fund, the code
of ethics of each investment adviser and principal
underwriter of the Fund, and any material changes to
these codes. The board must base its approval of a
code and any material changes to the code on a
determination that the code contains provisions
reasonably necessary to prevent Access Persons from
engaging in any conduct prohibited by paragraph (b)
of this section. Before approving a code of a Fund,
investment adviser or principal underwriter or any
amendment to the code, the board of directors must
receive a certification from the Fund, investment
adviser or principal underwriter that it has adopted
procedures reasonably necessary to prevent Access
Persons from violating the investment adviser's or
principal underwriter's code of ethics. The Fund's
board must approve the code of an investment adviser
or principal underwriter before initially retaining
the services of the investment adviser or principal
underwriter. The Fund's board must approve a material
change to a code no later than six months after
adoption of the material change.
(iii) If a Fund is a unit investment trust, the Fund's
principal underwriter or depositor must approve the
Fund's code of ethics, as required by paragraph
(c)(1)(ii) of this section. If the Fund has more than
one principal underwriter or depositor, the principal
underwriters and depositors may designate, in
writing, which principal underwriter or depositor
must conduct the approval required by paragraph
(c)(1)(ii) of this section, if they obtain written
consent from the designated principal underwriter or
depositor.
(2) Administration of Code of Ethics.
(i) The Fund, investment adviser and principal
underwriter must use reasonable diligence and
institute procedures reasonably necessary to prevent
violations of its code of ethics.
(ii) No less frequently than annually, every Fund (other
than a unit investment trust) and its investment
advisers and principal underwriters must furnish to
the Fund's board of directors, and the board of
directors must consider, a written report that:
<PAGE> 18
APPENDIX A
(A) Describes any issues arising under the code
of ethics or procedures since the last
report to the board of directors, including,
but not limited to, information about
material violations of the code or
procedures and sanctions imposed in response
to the material violations; and
(B) Certifies that the Fund, investment adviser
or principal underwriter, as applicable, has
adopted procedures reasonably necessary to
prevent Access Persons from violating the
code.
(3) Exception for Principal Underwriters. The requirements of
paragraphs (c)(1) and (c)(2) of this section do not apply to
any principal underwriter unless:
(i) The principal underwriter is an affiliated person of
the Fund or of the Fund's investment adviser; or
(ii) An officer, director or general partner of the
principal underwriter serves as an officer, director
or general partner of the Fund or of the Fund's
investment adviser.
(d) Reporting Requirements of Access Persons.
(1) Reports Required. Unless excepted by paragraph (d)(2) of this
section, every Access Person of a Fund (other than a money
market fund or a Fund that does not invest in Covered
Securities) and every Access Person of an investment adviser
of or principal underwriter for the Fund, must report to that
Fund, investment adviser or principal underwriter:
(i) Initial Holdings Reports. No later than 10 days after
the person becomes an Access Person, the following
information:
(A) The title, number of shares and principal
amount of each Covered Security in which the
Access Person had any direct or indirect
beneficial ownership when the person became
an Access Person;
(B) The name of any broker, dealer or bank with
whom the Access Person maintained an account
in which any securities were held for the
direct or indirect benefit of the Access
Person as of the date the person became an
Access Person; and
(C) The date that the report is submitted by the
Access Person.
(ii) Quarterly Transaction Reports. No later than 10 days
after the end of a calendar quarter, the following
information:
(A) With respect to any transaction during the
quarter in a Covered Security in which the
Access Person 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 Covered Security
involved;
(2) The nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
<PAGE> 19
APPENDIX A
(3) The price of the Covered 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 Access Person.
(B) With respect to any account established by
the Access Person in which any securities
were held during the quarter for the direct
or indirect benefit of the Access Person:
(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.
(iii) Annual Holdings Reports. Annually, the following
information (which information must be current as of
a date no more than 30 days before the report is
submitted):
(A) The title, number of shares and principal
amount of each Covered Security in which the
Access Person had any direct or indirect
beneficial ownership;
(B) The name of any broker, dealer or bank with
whom the Access Person maintains an account
in which any securities are held for the
direct or indirect benefit of the Access
Person; and
(C) The date that the report is submitted by the
Access Person.
(2) Exceptions from Reporting Requirements.
(i) A person need not make a report under paragraph
(d)(1) of this section with respect to transactions
effected for, and Covered Securities held in, any
account over which the person has no direct or
indirect influence or control.
(ii) A director of a Fund who is not an "interested
person" of the Fund within the meaning of section
2(a)(19) of the Act [15 U.S.C. 80a-2(a)(19)], and who
would be required to make a report solely by reason
of being a Fund director, need not make:
(A) An initial holdings report under paragraph
(d)(1)(i) of this section and an annual
holdings report under paragraph (d)(1)(iii)
of this section; and
(B) A quarterly transaction report under
paragraph (d)(1)(ii) of this section, unless
the director knew or, in the ordinary course
of fulfilling his or her official duties as
a Fund director, should have known that
during the 15-day period immediately before
or after the director's transaction in a
Covered Security, the Fund purchased or sold
the Covered Security, or the Fund or its
investment adviser considered purchasing or
selling the Covered Security.
<PAGE> 20
APPENDIX A
(iii) An Access Person to a Fund's principal underwriter
need not make a report to the principal underwriter
under paragraph (d)(1) of this section if:
(A) The principal underwriter is not an
affiliated person of the Fund (unless the
Fund is a unit investment trust) or any
investment adviser of the Fund; and
(B) The principal underwriter has no officer,
director or general partner who serves as an
officer, director or general partner of the
Fund or of any investment adviser of the
Fund.
(iv) An Access Person to an investment adviser need not
make a quarterly transaction report to the investment
adviser under paragraph (d)(1)(ii) of this section if
all the information in the report would duplicate
information required to be recorded under ss.
275.204-2(a)(12) or 275.204-2(a)(13) of this chapter.
(v) An Access Person need not make a quarterly
transaction report under paragraph (d)(1)(ii) of this
section if the report would duplicate information
contained in broker trade confirmations or account
statements received by the Fund, investment adviser
or principal underwriter with respect to the Access
Person in the time period required by paragraph
(d)(1)(ii), if all of the information required by
that paragraph is contained in the broker trade
confirmations or account statements, or in the
records of the Fund, investment adviser or principal
underwriter.
(3) Review of Reports. Each Fund, investment adviser and principal
underwriter to which reports are required to be made by
paragraph (d)(1) of this section must institute procedures by
which appropriate management or compliance personnel review
these reports.
(4) Notification of Reporting Obligation. Each Fund, investment
adviser and principal underwriter to which reports are
required to be made by paragraph (d)(1) of this section must
identify all Access Persons who are required to make these
reports and must inform those Access Persons of their
reporting obligation.
(5) Beneficial Ownership. For purposes of this section, beneficial
ownership is interpreted in the same manner as it would be
under ss. 240.16a-1(a)(2) of this chapter in determining
whether a person is the beneficial owner of a security for
purposes of section 16 of the Securities Exchange Act of 1934
[15 U.S.C. 78p] and the rules and regulations thereunder. Any
report required by paragraph (d) of this section may contain a
statement that the report will not be construed as an
admission that the person making the report has any direct or
indirect beneficial ownership in the Covered Security to which
the report relates.
(e) Pre-approval of Investments in IPOs and Limited Offerings. Investment
Personnel of a Fund or its investment adviser must obtain approval from
the Fund or the Fund's investment adviser before directly or indirectly
acquiring beneficial ownership in any securities in an Initial Public
Offering or in a Limited Offering.
(f) Recordkeeping Requirements.
(1) Each Fund, investment adviser and principal underwriter that
is required to adopt a code of ethics or to which reports are
required to be made by Access Persons must, at its principal
place of business, maintain records in the manner and to the
extent set out in this paragraph (f), and must make these
records available to the Commission or any
<PAGE> 21
representative of the Commission at any time and from time to
time for reasonable periodic, special or other examination:
(A) A copy of each code of ethics for the organization
that is in effect, or at any time within the past
five years was in effect, must be maintained in an
easily accessible place;
(B) A record of any violation of the code of ethics, and
of any action taken as a result of the violation,
must be maintained in an easily accessible place for
at least five years after the end of the fiscal year
in which the violation occurs;
(C) A copy of each report made by an Access Person as
required by this section, including any information
provided in lieu of the reports under paragraph
(d)(2)(v) of this section, must be maintained for at
least five years after the end of the fiscal year in
which the report is made or the information is
provided, the first two years in an easily accessible
place;
(D) A record of all persons, currently or within the past
five years, who are or were required to make reports
under paragraph (d) of this section, or who are or
were responsible for reviewing these reports, must be
maintained in an easily accessible place; and
(E) A copy of each report required by paragraph
(c)(2)(ii) of this section must be maintained for at
least five years after the end of the fiscal year in
which it is made, the first two years in an easily
accessible place.
(2) A Fund or investment adviser must maintain a record of any
decision, and the reasons supporting the decision, to approve
the acquisition by investment personnel of securities under
paragraph (e), for at least five years after the end of the
fiscal year in which the approval is granted.
<PAGE> 22
APPENDIX B
REPORTS OF DIRECTORS, OFFICERS,
AND PRINCIPAL STOCKHOLDERS
RULE 16A-1(A)(2) UNDER THE SECURITIES EXCHANGE ACT OF 1934. DEFINITION OF TERMS.
Terms defined in this rule shall apply solely to Section 16 of the Act
and the rules thereunder. These terms shall not be limited to Section 16(a) of
the Act but also shall apply to all other subsections under Section 16 of the
Act.
(a) The Term "beneficial owner" shall have the following
applications:
(1) [Omitted]
(2) Other than for purposes of determining whether a person is a
beneficial owner of more than 10 percent of any class of equity securities
registered under Section 12 of the Act, the term "beneficial owner" shall mean
any person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or indirect
pecuniary interest in the equity securities, subject to the following:
(i) The term "pecuniary interest" in any class of equity securities
shall mean the opportunity, directly or indirectly, to profit or share in any
profit derived from a transaction in the subject securities.
(ii) The term "indirect pecuniary interest" in any class of equity
securities shall include, but not be limited to:
(A) Securities held by members of a person's immediate family sharing
the same household; provided however that the presumption of such beneficial
ownership may be rebutted; see also Rule 161-1(a)(4);
(B) A general partner's proportionate interest in the portfolio
securities held by a general or limited partnership. The general partner's
proportionate interest, as evidenced by the partnership agreement in effect at
the time of the transaction and the partnership's most recent financial
statements, shall be the greater of (1) the general partner's share of the
partnership's profits, including profits attributed to any limited partnership
interests held by the general partner and any other interest in profits that
arise from the purchase and sale of the partnership's portfolio securities; or
(2) the general partner's share of the partnership capital account, including
the share attributable to any limited partnership interest held by the general
partner.
(C) A performance-related fee, other than an asset-based fee, received
by any broker, dealer, bank, insurance company, investment company, investment
adviser, investment manager, trustee or person or entity performing a similar
function; provided however, that no pecuniary interest shall be present where:
(1) the performance-related fee, regardless of when payable, is calculated based
upon net
<PAGE> 23
APPENDIX B
capital gains and/or net capital appreciation generated from the portfolio or
from the fiduciary's overall performance over a period of one year or more; and
(2) equity securities of the issuer do not account for more than 10 percent of
the market value of the portfolio. A right to nonperformance-related fee alone
shall not represent a pecuniary interest in the securities;
(D) A person's right to dividends that is separated or separable from
the underlying securities. Otherwise, a right to dividends alone shall not
represent a pecuniary interest in the securities;
(E) A person's interest in securities held by a trust, as specified in
Rule 16a-8(b); and
(F) A person's right to acquire equity securities through the exercise
or conversion of any derivative security, whether or not presently exercisable.
(iii) A shareholder shall not be deemed to have a pecuniary interest in
the portfolio securities held by a corporation or similar entity in which the
person owns securities if the shareholder is not a controlling shareholder of
the entity and does not have or share investment control over the entity's
portfolio.
<PAGE> 24
APPENDIX C
EXAMPLES OF BENEFICIAL INTEREST
For purposes of the Code, you will be deemed to have a beneficial
interest in a security if you have the opportunity, directly or indirectly, to
profit or share in any profit derived from a transaction in the security.
Examples of beneficial ownership under this definition include:
- securities you own, no matter how they are registered, and
including securities held for you by others (for example, by
a custodian or broker, or by a relative, executor or
administrator) or that you have pledged to another (as
security for a loan, for example);
- securities held by a trust of which you are a beneficiary
(except that, if your interest is a remainder interest and
you do not have or participate in investment control of
trust assets, you will not be deemed to have a beneficial
interest in securities held by the trust);
- securities held by you as trustee or co-trustee, where
either you or any member of your immediate family (i.e.,
spouse, children or descendants, stepchildren, parents and
their ancestors, and stepparents, in each case treating a
legal adoption as blood relationship) has a beneficial
interest (using these rules) in the trust.
- securities held by a trust of which you are the settlor, if
you have the power to revoke the trust without obtaining the
consent of all the beneficiaries and have or participate in
investment control;
- securities held by any partnership in which you are a
general partner, to the extent of your interest in
partnership capital or profits;
- securities held by a personal holding company controlled by
you alone or jointly with others;
- securities held by (i) your spouse, unless legally
separated, or you and your spouse jointly, or (ii) your
minor children or any immediate family member of you or your
spouse (including an adult relative), directly or through a
trust, who is sharing your home, even if the securities were
not received from you and the income from the securities is
not actually used for the maintenance of your household; or
- securities you have the right to acquire (for example,
through the exercise of a derivative security), even if the
right is not presently exercisable, or securities as to
which, through any other type of
<PAGE> 25
APPENDIX C
arrangement, you obtain benefits substantially equivalent to
those of ownership.
You will NOT be deemed to have beneficial ownership of securities in the
following situations:
- securities held by a limited partnership in which you do not
have a controlling interest and do not have or share
investment control over the partnership's portfolio; and
- securities held by a foundation of which you are a trustee
and donor, provided that the beneficiaries are exclusively
charitable and you have no right to revoke the gift.
THESE EXAMPLES ARE NOT EXCLUSIVE. THERE ARE OTHER CIRCUMSTANCES IN WHICH YOU MAY
BE DEEMED TO HAVE A BENEFICIAL INTEREST IN A SECURITY. ANY QUESTIONS ABOUT
WHETHER YOU HAVE A BENEFICIAL INTEREST SHOULD BE DIRECTED TO THE CHIEF
COMPLIANCE OFFICER OF CAM.
