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Exhibit (p)(6)
OAKBROOK INVESTMENTS, LLC
CODE OF ETHICS
While OakBrook is confident of its officers and employees integrity and good
faith, there are certain instances where officers and employees possess
knowledge regarding present or future transactions or have the ability to
influence portfolio transactions made by the Company for its clients in
securities in which they personally invest. In these situations, personal
interest may conflict with that of the Company's clients.
In view of the above, OakBrook has adopted this Code of Ethics to specify or
prohibit certain types of transactions deemed to create conflicts of interest
(or the potential for or appearance of), and to establish reporting requirements
and enforcement procedures.
5.1 STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in OakBrook by its clients and
to stress OakBrook's belief that its operations are directed to the benefit of
its clients, the Company has developed and adopted the following general
principles to guide its employees, officers, and directors.
1. The interests of the client are paramount and all associated persons of the
Company must conduct themselves in such a manner that the interests of the
clients take precedence over all others.
2. All personal securities transactions by associated persons of the Company
must be accomplished in such a way as to avoid any conflict between the
interest of the Company's clients and the interest of any associated
person.
3. All associated persons of the Company must avoid actions that allow
personal benefit or profit from their position with regard to the Company's
clients.
5.2 DEFINITIONS
1. "Access Person" - any director, officer, or associated person who
recommends the purchase or sale of securities for the Company on behalf of
the client.
2. "Beneficial Ownership" of a security - a person is considered to be a
beneficial owner of any securities in which he has a direct or indirect
monetary interest or is held by his spouse, his minor children, a relative
who shares his home, or other persons by reason of any contract,
arrangement, understanding or relationship that provides him with sole or
shared voting or investment power.
3. "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. Ownership of 25% or more of a
company's outstanding voting security is presumed to give the holder
control over the company.
4. "Investment Personnel" - means all Access Persons who occupy the position
of portfolio manager with respect to the clients of OakBrook or any
separately-managed series thereof (a "Fund"), and all Access Persons who
provide or supply information and/or advice to any portfolio manager, or
who execute or help execute any portfolio manager's decisions.
5. "Purchase or Sale of a Security" - includes, among other things, the
writing of an option to purchase or sell a security.
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6. "Security" shall have the same meaning as set forth in Section 2(a)(36) of
the 1940 Act, except that it shall not include securities issued by the
Government of the United States or an agency thereof, banker's acceptances,
bank certificates of deposit, commercial paper and registered open-end
mutual funds.
7. "Security Held or to be Acquired" by the client means any security which,
within the most recent fifteen calendar days, (i) is or has been held by
the clients or (ii) is being or has been considered by the Company for
purchase by the clients.
8. "Security is Being Purchased or Sold" by the client from the time when a
purchase or sale has been communicated to the Company until the time when
such transaction has been fully completed or terminated.
5.3 PROHIBITED PURCHASES AND SALES OF SECURITIES
1. No access person shall, in connection with the purchase or sale, directly
or indirectly:
a) employ and device, scheme or artifice to defraud;
b) make any untrue statement of a material fact or omit to state a
material fact;
c) engage in any act, practice or course of business which would operate
as a fraud or deceit; or
d) engage in any manipulative practice
2. No access person may purchase or sell, directly or indirectly, any security
in which he had or by reason of such transaction acquires any beneficial
ownership, within 24 hours before or after the time that the same (or a
related) security is being purchased or sold by a client.
3. No investment personnel may acquire securities as part of an initial public
offering by the issuer.
4. No -investment personnel shall purchase or sell, directly or indirectly,
any security in which he had or by reason of such transaction acquires any
beneficial ownership within 7 days before or after the time that the same
(or a related) security is being purchased or sold by any client for which
he acts as the portfolio manager.
5.4 PRE-CLEARANCE TRANSACTIONS
1. Except as provided in Section 5.4.2 below, all investment personnel must
pre-clear each proposed transaction in securities with the compliance
officer prior to proceeding with the transaction. Each pre-clearance
request must be filed in writing with the Compliance Officer. (see exhibit
#5) In determining whether to grant such clearance, the compliance officer
shall refer to Section 5.4.3 below.
2. The requirements of Section 5.4.1 shall not apply to the following
transactions:
a) Purchases or sales over which the -Investment Personnel has no
direct or indirect influence or control.
b) Purchases or sales which are non-volitional on the part of either the
Investment Personnel or any Fund, including purchases or sales upon
exercise of puts or calls written by the Investment Personnel and
sales from a margin account pursuant to a bona fide margin call.
c) Purchases which are part of an automatic dividend reinvestment plan.
d) 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.
3. The following transactions must be approved by the compliance officer.
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a) Transactions which appear on reasonable inquiry and investigation to
present no reasonable likelihood of harm to the clients and which are
otherwise in accordance with Rule 17j-1.
b) Purchases or sales of securities which are not eligible for purchase
or sale by any client, as determined by reference to the Act and Blue
Sky laws and regulations thereunder, the investment objectives and
policies and investment restrictions of the clients and their series,
and undertakings made to regulatory authorities.
c) Transactions which the Compliance Officer after consideration of all
the facts and circumstances, determines to be in accordance with
Section 4.3 and to present no reasonable likelihood of harm to the
clients.
5.5 ADDITIONAL RESTRICTIONS AND REQUIREMENTS
1. No Access Person shall accept or receive any gift in excess of $100 value
from any person or entity that does business with or on behalf of OakBrook.
2. Each Access Person must have duplicate statements for all personal
brokerage accounts sent to the compliance officer. Compliance with this
provision can be effected by the Access Person providing duplicate copies
of all such statements directly to the compliance officer within two
business days of receipt by the Access Person.
3. No Investment Personnel may accept a position as a director, trustee or
general partner of a publicly-traded company unless such position has been
presented to and approved by the Company.
4. All Access Persons must provide to the compliance officer a complete
listing of all securities owned, all outside activities and all brokerage
accounts held by such a person as of the effective date of employment, and
thereafter must submit a revised list of such holdings, activities and
accounts to the compliance officer as of January 1 of each subsequent year.
The initial listing must be submitted within 10 days of the date upon which
such person first became an Access Person, and each update thereafter must
be provided no later than 10 days after the start of the subsequent year. A
report form and reminder will be sent to all Access Persons prior to
year-end. (see Exhibits #3 and 4)
5.6 REPORTING OBLIGATION
1. The Company shall create and maintain a listing of all Access Persons,
Investment Personnel, and Compliance Officers.
2. Each Access Person shall report all transactions in securities in which the
person has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership. This may be accomplished by submitting the
form listed as Exhibit #1.
3. Each Access Person shall sign an acknowledgment at the time this Code is
adopted or at the time such person becomes an Access Person and on an
annual basis thereafter. that he has read, understands, and agrees to abide
by this Code.
5.7 REPORTS
1. Each Access Person shall submit quarterly reports of personal securities
transactions to the compliance officer. The compliance officer shall submit
confidential quarterly reports with respect to his or her own personal
securities transactions to an officer designated to receive his
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or her reports ("alternate compliance officer") who shall act in all
respects in the manner prescribed herein for the compliance officer.
2. 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 has any
direct or indirect beneficial ownership in the security to which the report
relates.
3. Each Access Person shall also submit quarterly reports showing all personal
brokerage accounts opened during the preceding quarter.
4. In addition to reportable transactions, every Access Person shall report
the name of any publicly-owned company (or any company anticipating a
public offering of its equity securities) and the total number of its
shares beneficially owned by him if such total ownership is more than 0.5%
of the company's outstanding shares.
5. Every report shall be made no later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates was
effected, and shall contain the following information:
a) The date of the transaction, the title and the number of shares or the
principal amount of each security involved;
b) The nature of the transaction (i.e., purchase, sale or any other type
of acquisition or disposition);
c) The price 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 name of account, account number and address of any personnel
brokerage accounts opened during the quarter; and
f) The date the report was signed.
6. In the event no reportable transactions occurred during the quarter, the
report should be so noted and returned, signed and dated.
7. Report forms will be sent to all Access Persons by the compliance officer.
5.8 REVIEW AND ENFORCEMENT
The compliance officer shall review reported personal securities transactions,
brokerage statements, and/or the clients' securities transactions to determine
whether a violation of this Code may have occurred. Before making any
determination that a violation has been committed by any person, the compliance
officer shall give such person an opportunity to supply additional explanatory
material.
If the compliance officer determines that a violation of this Code may have
occurred, he shall submit his written determination; together with the
confidential monthly report and any additional explanatory material provided by
the individual, to the Counsel for the Company, who shall make an independent
determination as to whether a violation has occurred.
If the Counsel for the Company finds that a violation has occurred, the Counsel
for the Company shall impose upon the individual such sanctions as he or she
deems appropriate and shall report the violation and the sanction imposed to the
Company.
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No person shall participate in a determination of whether he has committed a
violation of the Code or of the imposition of any sanction against himself. If a
securities transaction of the Counsel for the Company is under Consideration,
any other Counsel shall act in all respects in the manner prescribed herein for
the Counsel for the Company.
5.9 RECORDS
The Company shall maintain records in the manner and to the extent set forth
below, and will make them available for examination by employees of the
Securities and Exchange Commission.
1. A copy of this Code and any other code which is, or at any time within the
past five years has been, in effect shall be preserved in an easily
accessible place;
2. A record of any violation of this Code and any action taken as a result of
such violation shall be preserved in an easily accessible place for a
period of not less than five years following the end of the fiscal year in
which the violation occurs;
3. A copy of each report made by an officer or Supervisor pursuant to this
Code shall be preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two years in an
easily accessible place; and
4. A list of all persons who are, or within the past five years have been,
required to make reports pursuant to this Code shall be maintained in an
easily accessible place.
5.10 MISCELLANEOUS
All reports of securities transactions and any other information filed with the
Company pursuant to this Code shall be treated as confidential. The Company may
from time to time adopt such interpretations of this Code as it deems
appropriate.
The Counsel for the Company, or an appropriate member of OakBrook, shall report
to OakBrook at least annually as to the operation of this Code and shall address
in any such report the need (if any) for further changes or modifications to
this Code.
