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Exhibit (p)(4)
CODE OF ETHICS
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OF
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SCHNEIDER CAPITAL MANAGEMENT, LP
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I. PREAMBLE
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This Code of Ethics ("Code") is being adopted in compliance with the
requirements of Sections 204A and 206 of the Investment Advisers Act of 1940
(the "Advisers Act") and Rule 204-2 under the Advisers Act and Section 17(j) of
the Investment Company Act of 1940 (the "Investment Company Act") and Rule 17j-1
under the Investment Company Act, to effectuate the purposes and objectives of
those provisions of the Advisers Act, the Investment Company Act and the rules
promulgated thereunder. 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 access persons (defined below). Section 206 of the
Advisers Act makes it unlawful for certain persons including Schneider Capital
Management (the "Firm"):
1. To employ any device, scheme or artifice to defraud any client or
prospective client;
2. To engage in any transaction, practice or course of business which
operates as a fraud or deceit upon any client or prospective
client;
3. Acting as principal for his own account, knowingly to sell any
security to or purchase any security from a client; or acting as
broker for a person other than such client, knowingly to effect
any sale or purchase of any security for the account of such
client, without disclosing to such client in writing before the
completion of such transaction, the capacity in which he is acting
and obtaining the consent of the client to such transaction. The
prohibitions of this paragraph (3) shall not apply to any
transaction with a customer of a broker or dealer if such broker
or dealer is not acting as an investment adviser in relation to
such transaction; or
4. To engage in any act, practice, or course of business which is
fraudulent, deceptive or manipulative.
Similarly, Rule 17j-1(b) of the Investment Company Act makes it
unlawful for any affiliated person of the investment adviser of an investment
company in connection with the purchase or sale, directly or indirectly, by such
person of a Security Held or to be Acquired by the investment company:
(1) to employ any device, scheme or artifice to defraud the
investment company;
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(2) to make any untrue statement of a material fact to the
investment company or to omit to state a material fact necessary
in order to make the statements made to the investment company,
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 investment
company; or
(4) to engage in any manipulative practice with respect to the
investment company.
This Code contains provisions reasonably necessary to prevent persons
from engaging in acts in violation of the above standards and contains
procedures reasonably necessary to prevent violations of the Code.
This Code of Ethics is adopted by the Board of Directors of the Firm.
This Code is based upon the principle that the directors and officers of the
Firm, and certain affiliated persons of the Firm, owe a fiduciary duty to, among
others, the clients of the Firm to conduct their affairs, including their
personal securities transactions, in such manner to avoid (i) serving their own
personal interests ahead of clients; (ii) taking inappropriate advantage of
their position with the Firm; and (iii) engaging in any actual or potential
conflicts of interest or any abuses of their position of trust and
responsibility. This fiduciary duty includes the duty of the Compliance officer
of the Firm to report violations of this Code of Ethics to the Firm's Board of
Directors.
II. POLICY STATEMENT ON INSIDER TRADING
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The Firm forbids any officer, director or employee from trading,
either personally or on behalf of others, including accounts managed by the
Firm, on material nonpublic information or communicating material nonpublic
information to others in violation of the law. This conduct is frequently
referred to as "insider trading." The Firm's policy applies to every officer,
director and employee and extends to activities within and outside their duties
at the Firm. Any questions regarding the Firm's policy and procedures should be
referred to the Compliance Officer.
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 to
communications of material nonpublic 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, or
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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, or
3. communicating material nonpublic information to others.
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 include, among others, a company's
attorneys, accountants, consultants, bank lending officers, and the employees of
such organizations. In addition, an employee of the Firm may become a temporary
insider of a company he or she advises or for which he or she performs other
services. For that to occur, the company must expect the Firm employee to keep
the disclosed nonpublic information confidential and the relationship must at
least imply such a duty before the Firm employee will be considered an insider.
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it 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 earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
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
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Wall Street Journal or other publications of general circulation would be
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considered public.
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. The
penalties include:
. civil damages
. treble damages
. jail sentences
. fines for the person who committed the violation of up to three
times the profit gained or loss avoided, whether or not the
person actually benefited: and fines for the employers or other
controlling persons of up to the
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greater of $1,000,000 or three times the amount of the profit
gained or loss avoided.
Any violation of this Insider Trading Policy can be expected to result
in serious sanctions by the Firm, including dismissal of the persons involved.
Before trading for yourself or others in the securities of a company
about which you may have potential inside information, ask yourself the
following questions:
1. Is the information material? Is this information that an investor
would consider important in making his or her investment
decisions? Is this information that would substantially effect the
market price of the securities if generally disclosed?
2. Is the information nonpublic? To whom has this information been
provided? Has the information been effectively communicated to the
marketplace?
If, after consideration of the above, you believe that the information
is material and nonpublic, or if you have questions as to whether the
information is material and nonpublic, you should take the following steps.
1. Report the matter immediately to the Compliance Officer.
2. Do not purchase or sell the securities on behalf of yourself or
others.
3. Do not communicate the information inside or outside the Firm,
other than to the Compliance Officer.
4. Upon a determination by the Compliance Officer that the
information is material and nonpublic, instructions will be issued
promptly to:
(a) halt temporarily all trading by the Firm in the security
or securities of the pertinent issuer and all recommendations
of such security or securities;
(b) ascertain the validity and non-public nature of the
information with the issuer of the securities;
(c) request the issuer or other appropriate parties to
disseminate the information promptly to the public, if the
information is valid and non-public; or
(d) in the event the information is not publicly
disseminated, consult counsel and request advice as to what
further steps should be taken, including possible publication
by the Firm of the
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information, before transactions or recommendations in the
securities are resumed.
5. Upon a determination by the Firm Compliance Officer that the
information is public or not material, you will be allowed to
trade and communicate the information.
No set of rules can possibly anticipate all the potential trading
conflicts of interest between clients and personnel. Any situation subject to
interpretation should be decided in favor of the protection of the best
interests of the clients. For instance, it would be unethical to execute a
personal trade in a security if the person knew or had reason to know that a
substantial order in the security in question was likely to be implemented for a
client in the foreseeable future, even though to execute the personal trade
would be within the letter of the law.
Information in your possession that you identify as material and
nonpublic may not be communicated to anyone, including persons within the Firm,
except as provided above. In addition, care should be taken so that such
information is secure. For example, files containing material nonpublic
information should be sealed; access to computer files containing material
nonpublic information should be restricted.
Investment decisions made by the Firm may not be disclosed to anyone
other than Firm clients, including a spouse or other relative or a social or
business acquaintance.
The role of the Compliance Officer is critical to the implementation
and maintenance of the Firm's policy and procedures against insider trading.
The Firms' Supervisory Procedures can be divided into two classifications -
prevention of insider trading and detection of insider trading.
To prevent insider trading, the Firm will:
1. provide, on a regular basis, an education program to familiarize
officers, directors and employees with the Firm's policy and
procedures, and
2. when it has been determined that an officer, director or employee
of the Firm has material nonpublic information,
a) implement measures to prevent dissemination of such
information, and
b) if necessary, restrict officers, directors and employees from
trading the securities.
To detect insider trading, the Compliance Officer will:
1. review the trading activity reports filed by each officer,
director and employee, and
2. review the trading activity of accounts managed by the Firm.
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III. DEFINITIONS
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A. "Access Person" means any director, officer, general partner or
Advisory Person (as defined below) of the Firm.
B. "Advisory Person" means (a) any employee of the Firm (or any company
in a control relationship to the Firm) who, in connection with his or
her regular functions or duties, normally makes, participates in, or
obtains information regarding the purchase or sale of Covered
Securities (as defined below) by the Firm on behalf of its Clients (as
defined below), or whose function relates to making of any
recommendations with respect to such purchases or sales; and (b) any
natural person in a control relationship to the Firm who obtains
information concerning recommendations made to a Client with regard to
the purchase or sale of a security by the Firm on behalf of its
Clients.
C. A security is "being considered for purchase or sale" or is "being
purchased or sold" when a recommendation to purchase or sell the
security has been made and communicated, which includes when the Firm
has a pending "buy" or "sell" order with respect to a security, and,
with respect to the person making the recommendation, when such person
is seriously considering making such a recommendation. "Purchase or
sale of a Covered Security" includes the writing of an option to
purchase or sell a Covered Security.
D. "Beneficial ownership" shall be interpreted in the same manner as it
would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934
(the "Exchange Act") in determining whether a person is the beneficial
owner of a security for purposes of Section 16 of the Exchange Act and
the rules and regulations thereunder. Generally speaking, beneficial
ownership encompasses those situations where the beneficial owner has
the right to enjoy some economic benefit from the ownership of the
security. A person is normally regarded as the beneficial owner of
securities held in the name of his or her spouse or minor children
living in his or her household.
E. "Client" includes both private accounts managed by the Firm and
Investment Companies as defined below.
F. "Control" shall have the same meaning as that set forth in Section
202(a) (12) of the Advisers Act and 2(a)(9) of the Investment Company
Act. These sections generally provide that "control" means the power
to exercise a controlling influence over the management or policies of
a company, unless such power is solely the result of an official
position with such company.
G. "Covered Security" means a security as defined in Section 2(a)(36) of
the Investment Company Act, except that it shall not include direct
obligations of the Government of the United States, bankers'
acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments (any
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instrument that has a maturity at issuance of less than 366 days and
is rated in one of the two highest categories by a nationally
recognized statistical rating organization) including repurchase
agreements and shares issued by open-end investment companies.
H. "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, 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.
I. "Investment Company" means a company registered as such under the
Investment Company Act or any series thereof for which the Firm is the
adviser or sub-adviser.
J. "Investment Personnel" means (a) any Portfolio Manager of the firm as
defined below; or (b) any employee of the Firm (or any company in a
control relationship to the Firm) 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
Firm on behalf of its Clients; or (c) any natural person who controls
the Firm and who obtains information concerning recommendations made
by the Firm on behalf of its Clients regarding the purchase or sale of
securities by the Firm on behalf of its Clients.
K. "Limited Offering" means an offering that is exempt from registration
under the Securities Act of 1933 (the "Securities Act") pursuant to
Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule
506 under the Securities Act.
L. "Portfolio Manager" means an employee of the Firm entrusted with the
direct responsibility and authority to make investment decisions.
M. A "Security Held or to be Acquired" by the Firm on behalf of a Client
means: (i) any Covered Security which within the most recent 15 days:
(a) is or has been held by a Client; or (b) is being or has been
considered by the Firm for purchase by the Firm on behalf of a Client;
and (ii) any option to purchase or sell and any security convertible
into or exchangeable for a Covered Security described above.
IV. PROHIBITED TRANSACTIONS
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A. Access Persons
1. No Access Person shall engage in any act, practice or course of
conduct, which would violate the provisions of Section 206 and Rule
17j-1 set forth above.
2. No Access Person shall:
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a) purchase or sell, directly or indirectly, any Covered Security
in which he or she has or by reason of such transaction
acquires, any direct or indirect beneficial ownership and
which to his or her actual knowledge at the time of such
purchase or sale:
(1) is being considered for purchase or sale by the Firm on
behalf of any Client, or
(2) is being purchased or sold by the Firm on behalf of any
Client.
b) No Access Person shall reveal to any other person (except in
the normal course of his or her duties on behalf of a Client)
any information regarding securities transactions by a Client
or consideration by a Client or the Adviser of any such
securities transaction.
c) No Access Person shall, in the absence of prior approval by
the Compliance Officer, sell any Covered Security that was
purchased, or purchase a Covered Security that was sold,
within the prior 60 calendar days. A form for pre-approval is
attached hereto as Exhibit D.
B. Investment Personnel
1. In addition to the prohibitions contained in Section IV.A above,
no Investment Personnel shall:
a) accept any gift or other thing of more than de minimis value
($100 or more) from any person or entity that does business
with or on behalf of the Firm;
b) acquire any securities in an Initial Public Offering;
c) purchase any securities in a Limited Offering, without prior
approval of the Compliance Officer of the Firm or other
officer designated by the Board of Directors. Any person
authorized to purchase securities in a private placement shall
disclose that investment when they play a part in any
subsequent consideration by the Firm of an investment in the
issuer. In such circumstances, the Firm's decision to purchase
securities of the issuer shall be subject to the independent
review by Investment Personnel with no personal interest in
the issuer. A record of any decision and the reason supporting
the decision to approve the acquisition by Investment
Personnel of Limited Offering shall be maintained as described
below.
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d) serve on the board of directors of any publicly traded company
or membership in an investment organization without prior
authorization of the President or other duly authorized
officer of the Firm. Any such authorization shall be based
upon a determination that the board service would be
consistent with the interests of the Firm's Clients.
Authorization of board service shall be subject to the
implementation by the Firm of "Chinese Wall" or other
procedures to isolate such Investment Personnel from the
Investment Personnel making decision about trading in that
company's securities.
C. Portfolio Managers
1. In addition to the prohibitions contained in Sections IV.A and B,
no Portfolio Manager shall:
a) buy or sell a Covered Security within seven (7) calendar days
before and after any Client of the Firm trades in that
security. Any trades made within the proscribed period shall
be unwound, if possible. Otherwise, any profits realized on
trades within the proscribed period shall be disgorged to the
appropriate Client portfolio(s).
The Compliance Officer of the Firm shall identify all persons who are considered
to be Access Persons, Investment Personnel and Portfolio Managers and shall
notify and inform such persons of their respective obligations under this Code,
and shall deliver a copy of this Code of Ethics to each such person.
V. EXEMPTED TRANSACTIONS
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A. The prohibitions of Sections IV.A, IV.B and IV.C shall not apply to:
1. purchases or sales effected for, or held in, in any account over
which the Access Person has no direct or indirect influence or
control;
2. purchases or sales which are non-volitional on the part of either
the Access Person or the Firm;
3. purchases which are part of an automatic dividend reinvestment plan;
4. purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities, to the extent
such rights were acquired from such issuer, and sales of such rights
so acquired;
5. purchases or sales of securities which are not related economically
to securities purchased, sold or held by the Firm;
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6. transactions which appear upon reasonable inquiry and investigation
to present no reasonable likelihood of harm to the Firm's Clients
and which are otherwise in accordance with this Code, Section 206 of
the Advisers Act and Rule 17j-1 of the Investment Company Act; for
example, such transactions would normally include purchases or sales
of up to 1,000 shares of a security which is being considered for
purchase or sale by a Client (but not then being purchased or sold)
if the issuer has a market capitalization of over $1 billion, or if
the proposed acquisition or disposition by the Firm is less than one
percent of the class outstanding as shown by the most recent report
or statement published by the issuer, or less than one percent of
the average weekly reported volume of trading in such securities on
all national securities exchanges and/or reported through the
automated quotation system of a registered securities association,
during the four calendar weeks prior to the individual's personal
securities transaction.
VI. COMPLIANCE PROCEDURES
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A. Pre-clearance
1. All Access Persons shall receive prior written approval from the
Compliance Officer of the Firm, or other officer designated by the
Board of Directors before purchasing or selling Covered Securities
(See Exhibit E). Any approval is valid only for one day after
authorization is received. If an Access Person is unable to effect
the securities transaction during such period, he or she must re-
obtain approval prior to effecting the securities transaction.
The Compliance Officer will decide whether to approve a personal
securities transaction for an Access Person after considering the
specific restrictions and limitations set forth in, and the spirit
of, this Code of Ethics, including whether the security at issue is
being considered for purchase or sale for a Client. The Compliance
Officer is not required to give any explanation for refusing to
approve a securities transaction.
2. Purchases or sales of Covered Securities which are not eligible for
purchase or sale by the Firm or any Client of the Firm that serves
as the basis of the individual's "Access Persons" status shall be
entitled to clearance automatically from the Compliance Officer.
B. Disclosure of Personal Holdings
1. Within 10 days after initially becoming an Access Person and
between January 1 and January 30 of each calendar year, all Access
Persons shall disclose to the Compliance Officer of the Firm (a)
the title, number of shares and principal amount of each Covered
Security in which the Access Person has any direct or indirect
beneficial ownership and (b) the name of
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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. Information must be current as of a date
no more than 30 days before the report is submitted. The initial
holdings report shall be made on the form attached as Exhibit A and
the annual holdings report shall be made on the form attached as
Exhibit B. Such reports shall be delivered to the Compliance Officer
of the Firm. An Access Person shall not be required to make a report
with respect to transactions effected for, and Covered Securities held
in, any account over which such person does not have any direct or
indirect influence.
C. Certification of Compliance with Code of Ethics
1. Every Access Person shall certify annually that:
a) they have read and understand the Code of Ethics; and
b) they have complied with the requirements of the Code of Ethics;
and
c) they have reported all personal securities transactions and
beneficial holdings in Covered Securities required to be reported
pursuant to the requirements of the Code of Ethics.
2. The annual report shall be made on the form attached as Exhibit B and
delivered to the Compliance Officers of the Firm.
D. Quarterly Reporting Requirements
1. Every Access Person shall report to the Compliance Officer of the Firm
the information described in Sub-paragraph (D)(2) of this Section with
respect to transactions in any security in which such person has, or
by reason of such transaction acquires or disposes of, any direct or
indirect beneficial ownership in a Covered Security; provided,
however, that an Access Person shall not be required to make a report
with respect to transitions effected for, and Covered Securities held
in, any account over which such person does not have any direct or
indirect influence.
2. Reports required to be made under this Paragraph (D) shall be made not
later than 10 days after the end of the calendar quarter in which the
transaction to which the report relates was effected. Every Access
Person shall be required to submit a report for all periods, including
those periods in which no securities transactions were effected. A
report shall be made on the form attached hereto as Exhibit C or on
any other form containing the following information:
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a) the date of the transaction, the title, the interest rate
and maturity date (if applicable), class and the number of
shares, and the principal amount of each Covered Security
involved;
b) the nature of the transaction (i.e., purchases, sales or any
other type of acquisition or disposition);
c) the price of the Covered Security at which the transaction
was effected;
d) the name of the broker, dealer or bank with or through whom
the transaction was effected;
e) the date that the report was submitted by the Access Person;
and
f) with respect to any account established by an Access Person
in which any securities were held during the quarter for the
direct or indirect benefit of the Access Person:
(i) the name of the broker, dealer or bank with whom the
Access Person established the account; (ii) the date the
account was established; and (iii) the date that the report
was submitted by the Access Person.
3. Any such report may contain a statement that the report shall not
be construed as an admission by the person making such report
that he or she has any direct or indirect beneficial ownership in
the security to which the report relates.
4. Every Access Person shall direct their brokers to supply to the
Compliance Officer of the Firm, on a timely basis, duplicate
copies of the confirmation of all personal securities
transactions and copies of all periodic statements for all
securities transactions that were effected. Every Access Person
shall submit the report referred to in Section VI(D)(2).
Notwithstanding Section VI(D)(2) of the Code an Access Person
need not make a quarterly transaction report where the report
would duplicate information contained in broker trade
confirmations or account statements received by the Firm in the
time period required herein if all of the information required by
Section VI(D)(2) is contained in such confirmation or account
statements.
E. Miscellaneous
1. Reports submitted to the Compliance Officer of the Firm pursuant
to this Code of Ethics shall be confidential and shall be
provided only to the officers and directors of the Firm, counsel
or regulatory authorities upon appropriate request.
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2. These reporting requirements shall apply whether or not one of
the exemptions listed in Section V applies except that an Access
Person shall not be required to make a report with respect to
securities transactions effected for, and any Covered Securities
held in, any account over which such Access Person does not have
any direct or indirect influence or control.
F. Conflict of Interest
1. Every Access Person shall notify the Compliance Officer of the
Firm of any personal conflict of interest relationship which may
involve the Firm's Clients such as the existence of any economic
relationship between their transactions and securities held or to
be acquired by any Client of the Firm. Such notification shall
occur in the pre-clearance process.
VII. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
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A. The Compliance Officer shall be responsible for the review of the
quarterly transaction reports, the initial holdings reports and annual
holdings reports required under Section VI of this Code of Ethics. In
connection with the review of these reports, the Compliance Officer
shall take appropriate measures to determine whether each Access
Person has complied with the provisions of this Code of Ethics. The
Compliance Officer of the Firm shall prepare an annual report relating
to this Code of Ethics to the Board of Directors of the Firm and each
Investment Company. Such annual report shall:
1. describe any issues arising under the Code since the last report
including, but not limited to information about material
violations of the Code and sanctions imposed in response to
material violations;
2. summarize existing procedures concerning personal investing and
any changes in the procedures made during the past year;
3. identify any recommended changes in the existing restrictions or
procedures based upon the Firm's experience under its Code of
Ethics, evolving industry practices or developments in applicable
laws or regulations; and
4. certify to the Board of Trustees/Directors that the Firm has
adopted procedures that are reasonably necessary to prevent
Access Persons from violating this Code of Ethics.
VIII. SANCTIONS
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A. Upon discovering a violation of this Code, the Board of Directors may
impose such sanctions as they deem appropriate, including, among other
things, a letter of censure or suspension or termination of the
employment of the violator. In
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addition, as part of any sanction, the Firm may require the Access
Person or other individual involved to reverse the trade(s) at issue
and forfeit any profit or absorb any loss from the trade.
IX. RETENTION OF RECORDS
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A. This Code of Ethics, a record of all persons, currently or within the
past five years, who are or were required to make reports, a record of
all persons, currently or within the past five years, who are or were
responsible for reviewing reports, a copy of each initial holdings,
annual holdings and quarterly transaction report (including any
brokerage confirmation or account statements provided in lieu of the
reports) made by an Access Person hereunder, a copy of each board
report made pursuant to Section VII, a record of any decision and the
reason supporting the decision to approve the acquisition by
Investment Personnel of Limited Offerings; each memorandum made by the
Compliance Officer of the Firm hereunder and a record of any violation
hereof and any action taken as a result of such violation, shall be
maintained by the Firm as required by the Advisers and the Investment
Company Act.
X. EXCEPTIONS TO THE CODE
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Although exceptions to the Code will rarely, if ever, be granted, the
Compliance Officer may make exceptions on a case by case basis, from any of the
provisions of this Code upon a determination that the conduct at issue involves
a negligible opportunity for abuse or otherwise merits an exception from the
Code. All such exceptions must be received in writing by the person requesting
the exception before becoming effective. The Compliance Officer shall report
any exception to the board of directors/trustees of any Investment Company with
respect to which the exception applies at its next regularly scheduled Board
meetings.
XI. APPROVAL OF CODE OF ETHICS AND AMENDMENTS TO THE CODE OF ETHICS
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The board of trustees/directors of each Investment Company shall approve
this Code of Ethics. Any material amendments to this Code of Ethics must be
approved by the board of trustees/directors of each Investment Company no later
than six months after the adoption of the material change. Before their approval
of this Code of Ethics and any material amendments hereto, the Firm shall
provide a certification to the board of trustees/directors of each such
Investment Company that the Firm has adopted procedures reasonably necessary to
prevent Access Persons from violating the Code of Ethics.
Dated: _____________, 2000
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Exhibit A
SCHNEIDER CAPITAL MANAGEMENT, LP
CODE OF ETHICS
INITIAL REPORT
To the Compliance Officer of Schneider Capital Management:
1. I hereby acknowledge receipt of a copy of the Code of Ethics for
Schneider Capital Management, LP, the ("Firm").
2. I have read and understand the Code and recognize that I am subject
thereto in the capacity of an "Access Person."
3. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which
may involve Firm Clients, such as any economic relationship between my
transactions and securities held or to be acquired by the Firm Clients
or any related portfolios.
4. As of the date below, I have a direct or indirect beneficial ownership
in the following Covered Securities which are required to be reported
under the Firm's Code of Ethics:
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Title of Number Principal
Security of Shares Amount
-------- --------- ------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
The name of any broker, dealer or bank with whom I maintain an account
in which my Covered Securities are held for my direct or indirect benefit are as
follows:
NAME OF BROKER DATE
BROKER/BANK BANK/ADDRESS ESTABLISHED
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported, and (iii) is not an admission that I have or had any
direct or indirect beneficial ownership in the securities listed above.
Date:______________________ Signature:_______________________________
Print Name:______________________________
-15-
<PAGE>
Exhibit B
SCHNEIDER CAPITAL MANAGEMENT, LP
CODE OF ETHICS
ANNUAL REPORT
To the Compliance Officer of Schneider Capital Management:
1. I have read and understand the Code and recognize that I am subject
thereto in the capacity of an "Access Person."
2. I hereby certify that, during the year ended ____________, 2000, I
have complied with the requirements of the Code and I have reported
all securities transactions and beneficial holdings, required to be
reported pursuant to the Code.
3. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which
may involve Firm Clients, such as any economic relationship between my
transactions and securities held or to be acquired by Firm Clients or
any related portfolios.
4. As of the date below, I have a direct or indirect beneficial ownership
in the following Covered Securities which are required to be reported
under the Firm's Code of Ethics:
---------------------------------------------------------
Title of Number Principal
Security of Shares Amount
-------- ---------- ------
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
The name of any broker, dealer or bank with whom I maintain an account
in which my securities are held for my direct or indirect benefit are as
follows:
---------------------------------------------------------------
NAME OF BROKER DATE
BROKER/BANK BANK/ADDRESS ESTABLISHED
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported, and (iii) is not an admission that I have or had any
direct or indirect beneficial ownership in the securities listed above.
Date:___________________ Signature:__________________________________
Print Name:_________________________________
-16-
<PAGE>
Exhibit C
SCHNEIDER CAPITAL MANAGEMENT, LP
Securities Transactions Report for the Calendar Quarter Ended:_________________
To the Compliance Officer of Schneider Capital Management, Inc. (the "Firm"):
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Code of Ethics adopted by the Firm.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Nature of Broker/Dealer
Interest Rate Transaction or Bank
Date of Number of Principal and Maturity (Purchase, Through Whom
Security Transaction Shares Amount Date (if applicable) Sale, Other) Price Effected
-------- ----------- ------ ------ -------------------- ------------ ----- --------
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
During the quarter referred to above, I established the following
accounts in which securities were held during the quarter for my direct or
indirect benefit:
--------------------------------------------------------------------
NAME OF BROKER/BANK BROKER BANK/ADDRESS DATE ESTABLISHED
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
This report (i) excludes transaction with respect to which I had no direct or
indirect influence or control, (ii) excludes other transactions not required to
be reported, and (iii) is not admission that I have or had any direct or
indirect beneficial ownership in the securities listed above.
Except as noted on the reverse side of this report, I hereby certify that I have
no knowledge of the existence of any personal conflict of interest relationship
between my transactions and securities held or to be acquired by Firm Clients or
any related portfolios.
NOTE: Do not report transactions in direct obligations of the U.S. Government,
----
bankers' acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments and shares issued by open-end investment
companies.
Date:______________________ Signature__________________________
Print Name_________________________
Title:_____________________________
-17-
<PAGE>
Exhibit D
1 of 2
SCHNEIDER CAPITAL MANAGEMENT, LP
Securities Transactions Report Relating to Short Term Trading
For the Sixty Day Period from _____________________ to ________________________
To the Compliance Officer of Schneider Capital Management, (the "Firm"):
During the 60 calendar day period referred to above, the following
purchases and sales, or sales and purchases, of the same (or equivalent)
securities are proposed to be effected in securities of which I have, or by
reason of such transaction acquired, direct or indirect beneficial ownership.
--------------------------------------------------------------------------------
Interest Rate
Number of Principal and Maturity Nature of Transaction
Security Shares Amount Date (if applicable) (Purchase, Sale, Other)
-------- ------ ------ -------------------- -----------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
This report (1) excludes transactions with respect to which I had no direct or
indirect influence or control, (2) excludes other transactions not required to
be reported, and (3) is not admission that I have or had any direct or indirect
beneficial ownership in the securities listed above.
With respect to (1) portfolios of the Firm's Clients that serve as the basis for
my "investment personnel" status with the Firm; and (2) transactions in the
securities set forth in the table above, I hereby certify that:
a) I have no knowledge of the existence of any personal
conflict of interest relationship which may involve Firm
Clients, such as frontrunning transactions or the existence
of any economic relationship between my transactions and
securities held or to be acquired by Firm Clients;
-18-
<PAGE>
Exhibit D
2 of 2
SCHNEIDER CAPITAL MANAGEMENT, LP
b) such securities, including securities that are economically
related to such securities, involved in the transaction are
not (i) being considered for purchase or sale by Firm
Clients, or (ii) being purchased or sold by Firm Clients;
and
c) the transactions are in compliance with the Code of Ethics
of the Firm.
Date:______________________ Signature__________________________
Print Name_________________________
Title:_____________________________
In accordance with the provisions of Section IV.A.2(c) of the Code of Ethics of
the Firm, the transaction proposed to be effected as set for in this Report is:
Authorized: [ ]
Unauthorized: [ ]
Date:__________________________ Signature:_________________________
Compliance Officer
-19-
<PAGE>
Exhibit E
SCHNEIDER CAPITAL MANAGEMENT, LP
PRE-CLEARANCE NOTIFICATION
Date:________
To the Compliance Officer of Schneider Capital Management, LP:
I intend to transact the following:
BUY/SELL
SECURITY:______________________________________________________________________
SHARES/AMOUNT:_________________________________________________________________
APPROXIMATE PRICE:_____________________________________________________________
________________________________ _____________________________
Signature Approved - Compliance Officer
ONE NOTIFICATION FORM REQUIRED ON EACH SEPARATE TRANSACTION FOR FILES.
-20-
