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EFFECTIVE MAY 8, 2000
OECHSLE INTERNATIONAL ADVISORS, LLC
CODE OF ETHICS
This is the Code of Ethics (the "Code") of Oechsle International
Advisors, LLC (the "Firm").
THINGS YOU NEED TO KNOW TO USE THIS CODE
1. Terms in BOLDFACE TYPE have special meanings as used in this Code.
To understand the Code, you need to read the definitions of these terms. The
definitions are at the end of the Code.
2. To understand what parts of this Code apply to you, you need to know
whether you fall into one of these categories:
ACCESS PERSON
INVESTMENT PERSON (ALL OF WHOM ARE ALSO ACCESS PERSONS)
If you don't know, ask the CODE OFFICER, Robert E. O'Hare, and in
his absence, Paula N. Drake.
This Code has three sections:
Part I--Applies to All Personnel
Part II--Applies to ACCESS PERSONS and INVESTMENT PERSONS
Part III--Definitions
There are also five Reporting Forms that ACCESS PERSONS have to fill
out under this Code. You can get copies of the Reporting Forms from the CODE
OFFICER.
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According to the Firm's policy all employees are ACCESS PERSONS. A
consultant retained by the Firm may also be an ACCESS PERSON, if he or she is
designated as an ACCESS PERSON, in writing, by the CODE OFFICER.
3. The Code Officer has the authority to grant written waivers of the
provisions of this Code in appropriate instances. However:
- The Firm expects that waivers will be granted only in rare
instances, and
- Some provisions of the Code that are mandated by SEC rule cannot
be waived.
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PART I--APPLIES TO ALL PERSONNEL
GENERAL PRINCIPLES
The Firm is a fiduciary for its investment advisory and sub-advisory
clients. Because of this fiduciary relationship, it is generally improper for
the Firm or its personnel to
- use for their own benefit (or the benefit of
anyone other than the client) information about
the Firm's trading or recommendations for client
accounts; or
- take advantage of investment opportunities that would
otherwise be available for the Firm's clients.
Also, as a matter of business policy, the Firm wants to avoid even the
appearance that the Firm, its personnel or others receive any improper benefit
from information about client trading or accounts, or from our relationships
with our clients or with the brokerage community.
The Firm expects all personnel to comply with the spirit of the Code,
as well as the specific rules contained in the Code.
The Firm treats violations of this Code (including violations of the
spirit of the Code) very seriously. If you violate either the letter or the
spirit of this Code, the Firm might impose penalties or fines, cut your
compensation, demote you, require disgorgement of trading gains, or suspend or
terminate your employment, or any combination of the foregoing.
Improper trading activity can constitute a violation of this Code. But
you can also violate this Code by failing to file required reports, or by making
inaccurate or misleading reports or statements concerning trading activity or
securities accounts. Your conduct can violate this Code, even if no clients are
harmed by your conduct.
If you have any doubt or uncertainty about what this Code requires or
permits, you should ask the CODE Officer.
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GIFTS TO OR FROM BROKERS OR CLIENT
No personnel may accept or receive on their own behalf or on behalf of
the Firm any gift or other accommodations from a vendor, broker, securities
salesman, client or prospective client (a "business contact") that might create
a conflict of interest or interfere with the impartial discharge of such
personnel's responsibilities to the Firm or its clients or place the recipient
or the Firm in a difficult or embarrassing position. This prohibition applies
equally to gifts to members of the FAMILY/HOUSEHOLD of Firm personnel.
No personnel may give on their own behalf or on behalf of the Firm any
gift or other accommodation to a business contact that may be construed as an
improper attempt to influence the recipient.
In no event should gifts to or from any one business contact have a
value that exceeds the annual limitation on the dollar value of gifts
established by the NASD from time to time (currently $250).
These policies are not intended to prohibit normal business
entertainment or activities, such as:
(a) Occasional lunches or dinners conducted for business purposes:
(b) Occasional cocktail parties or similar social gatherings
conducted for business purposes;
(c) Occasional attendance at theater, sporting or other
entertainment events; and
(d) Small gifts, usually in the nature of reminder advertising, such
as pens, calendars, etc.
SERVICE ON THE BOARD OR AS AN OFFICER OF ANOTHER COMPANY
To avoid conflicts of interest, inside information and other compliance and
business issues, the Firm prohibits all of its employees from serving as
officers or members of the board of any other entity, except with the advance
written approval of the Firm. Approval must be obtained through the CODE
OFFICER, and will ordinarily require consideration by senior officers or the
Executive Committee of the Firm. The Firm can deny approval for any reason. This
prohibition does not apply to service as an officer or board member of any
parent or subsidiary of the Firm.
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PART II--APPLIES TO ACCESS PERSONS AND INVESTMENT PERSONS
A. REPORTING REQUIREMENTS
NOTE: One of the most complicated parts of complying with this Code is
understanding what holdings, transactions and accounts you must report and what
accounts are subject to trading restrictions. For example, accounts of certain
members of your family and household are covered, as are certain categories of
trust accounts, certain investment pools in which you might participate, and
certain accounts that others may be managing for you. To be sure you understand
what holdings, transactions and accounts are covered, it is essential that you
carefully review the definitions of COVERED SECURITY, FAMILY/HOUSEHOLD and
BENEFICIAL OWNERSHIP in the "Definitions" section at the end of this Code.
ALSO: You must file the reports described below, even if you have
no holdings, transactions or accounts to list in the reports.
1. INITIAL HOLDINGS REPORTS. No later than 10 days after you become
an ACCESS PERSON, you must file with the CODE OFFICER a Holdings Report on
Form A (copies of all reporting forms are available from the CODE Officer).
Personnel who are ACCESS PERSONS on [ ] must file an Initial Holdings Report
on Form A with the CODE OFFICER by [ ].
Form A requires you to list all COVERED SECURITIES in which you (or
members of your FAMILY/HOUSEHOLD) have BENEFICIAL OWNERSHIP. It also requires
you to list all brokers, dealers and banks where you maintained an account in
which ANY securities (not just Covered Securities) were held for the direct
or indirect benefit of you or a member of your FAMILY/HOUSEHOLD on the date
you became an Access Person
Form A also requires you to confirm that you have read and
understand this Code, that you understand that it applies to you and members
of your FAMILY/HOUSEHOLD and that you understand that you are an ACCESS
PERSON and, if applicable, an INVESTMENT PERSON under the Code.
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2. QUARTERLY TRANSACTION REPORTS. No later than 10 days after the
end of March, June, September and December each year, you must file with the
CODE OFFICER a Quarterly Transactions Report on Form B.
Form B requires you to list all transactions during the most recent
calendar quarter in COVERED SECURITIES, in which transactions you (or a
member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP. It also requires
you to list all brokers, dealers and banks where you or a member of your
FAMILY/HOUSEHOLD established an account in which ANY securities (not just
COVERED SECURITIES) were held during the quarter for the direct or indirect
benefit of you or a member of your FAMILY/HOUSEHOLD.
3. ANNUAL HOLDINGS REPORTS. By January 31 of each year, you must
file with the CODE OFFICER an Annual Holdings Report on Form C.
Form C requires you to list all COVERED SECURITIES in which you (or
a member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP as of January 1
of that year. It also requires you to list all brokers, dealers and banks
where you or a member of your FAMILY/HOUSEHOLD maintained an account in which
ANY securities (not just COVERED SECURITIES) were held for the direct or
indirect benefit of you or a member of your FAMILY/HOUSEHOLD on January 1 of
that year.
Form C also requires you to confirm that you have read and
understand this Code, that you understand that it applies to you and members
of your FAMILY/HOUSEHOLD and that you understand that you are an ACCESS
PERSON and, if applicable, an INVESTMENT PERSON under the Code.
4. DUPLICATE CONFIRMATION STATEMENTS. If you or any member of your
FAMILY/HOUSEHOLD has a securities account with any broker, dealer or bank,
you or your FAMILY/HOUSEHOLD member must direct that broker, dealer or bank
to send, directly to the Firm's CODE OFFICER, contemporaneous duplicate
copies of all transaction confirmation statements and all account statements
relating to that account.
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B. TRANSACTION RESTRICTIONS.
1. PRECLEARANCE. You and members of your FAMILY/HOUSEHOLD are
prohibited from engaging in any transaction in a COVERED SECURITY
for any account in which you or a member of your FAMILY/HOUSEHOLD
has any BENEFICIAL OWNERSHIP, unless you obtain, in advance of the
transaction, written preclearance on Form D for that transaction.
Once obtained, preclearance is valid only for the day on which it is
granted. The CODE OFFICER may revoke a preclearance any time after it is
granted and before you execute the transaction. The CODE OFFICER may deny or
revoke preclearance for any reason. Except as noted in the Code, preclearance
will not be granted for any COVERED SECURITY if, to the knowledge of the HEAD
TRADER, the Firm has a buy or sell order pending for that same security or a
closely related security (such as an option relating to that security, or a
related convertible or exchangeable security).
The preclearance requirements do not apply to the following
categories of transactions:
- Transactions in COVERED SECURITIES issued or
guaranteed by any national government that is a
member of the Organization for Economic
Cooperation and Development, or any agency or
authority thereof.
- Transactions in futures and options contracts on
currencies or interest rate instruments or
indexes, and options on such contracts.
- Transactions that occur by operation of law, or
under any other circumstance, in which neither
the ACCESS PERSON nor any member of his or her
FAMILY/HOUSEHOLD exercises any discretion to buy
or sell or makes recommendations to a person who
exercises such discretion.
- Purchases of COVERED SECURITIES pursuant to an
automatic dividend reinvestment plan.
- Transactions in COVERED SECURITIES for a hedge
fund, or similar private organized investment
pool managed by the Firm.
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- Transactions pursuant to the exercise of rights issued
pro rata, r to all holders of the class of COVERED
SECURITIES, held by the ACCESS PERSON (or
FAMILY/HOUSEHOLD member) and received by the ACCESS
PERSON (or FAMILY/HOUSEHOLD member) from the issuer, OR
A TENDER OFFER RECEIVED BY THE ACCESS PERSON (OR
FAMILY/HOUSEHOLDER MEMBER) FROM THE ISSUER OR A THIRD
PARTY. Examples may include purchases of COVERED
SECURITIES pursuant to the exercise of warrants or
rights granted by an issuer to its shareholders; or
in connection with an opportunity, extended by an issuer
to its shareholders as an incident of owning shares of
the issuer's securities, to purchase shares at a
discount OR TRANSACTIONS ENTERED INTO PURSUANT TO EITHER
A CASH OR STOCK TENDER OFFER BY AN ISSUER OR A THIRD
PARTY.
2. INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS. Neither you
nor any member of your FAMILY/HOUSEHOLD may acquire any
BENEFICIAL OWNERSHIP in any COVERED SECURITY in a private
placement or an initial public offering except with the
specific, advance written approval on Form E, which may be
denied for any reason.
3. PARTICIPATION IN INVESTMENT CLUBS AND NON-OECHSLE PRIVATE POOLED
VEHICLES. Neither you nor any member of your FAMILY/HOUSEHOLD may
participate in an investment club or invest in a hedge fund, or
similar private organized investment pool, other than one managed by
the Firm, without express written permission on Form E, which may be
denied for any reason.
C. 15-DAY BLACKOUT PERIOD
Except as provided by this Section C, no ACCESS PERSON (including
any member of the FAMILY/HOUSEHOLD of such ACCESS PERSON) may purchase or
sell any COVERED SECURITY within the seven calendar days immediately before
or after a calendar day on which any client account managed by the Firm
purchases or sells that COVERED SECURITY (or any closely related security,
such as an option or a related convertible or exchangeable security), unless
the ACCESS PERSON had no actual knowledge that the COVERED SECURITY (or any
closely related security) was being
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considered for purchase or sale for any client account. If any such
transactions occur, the Firm may require any profits from the transactions to
be disgorged for donation by the Firm to charity. Notwithstanding the
foregoing, an ACCESS PERSON may purchase a COVERED SECURITY within seven
calendar days immediately after a calendar day on which any client account
managed by the Firm purchased such COVERED SECURITY, or may sell a COVERED
SECURITY within seven calendar days immediately after a calendar day on which
any client account sold such COVERED SECURITY; provided that the HEAD TRADER
confirms to the CODE OFFICER that there are no unfilled orders for that
COVERED SECURITY placed with a broker. NOTE: EXCEPT AS PROVIDED BY THE
PRECEDING SENTENCE, THE TOTAL BLACKOUT PERIOD IS 15 DAYS (THE DAY OF THE
CLIENT TRADE, PLUS SEVEN DAYS BEFORE AND SEVEN CALENDAR DAYS IMMEDIATELY
AFTER).
NOTE: It sometimes happens that an INVESTMENT PERSON who is responsible for
making investment recommendations or decisions for client accounts (such as a
portfolio manager or analyst) determines -- within the seven calendar days after
the day he or she (or a member of his or her FAMILY/HOUSEHOLD) has purchased or
sold for his or her own account a COVERED SECURITY that was not, to the
INVESTMENT PERSON'S knowledge, then under consideration for purchase or sale by
any client account -- that it would be desirable for client accounts as to which
the INVESTMENT PERSON is responsible for making investment recommendations or
decisions to purchase or sell the same COVERED SECURITY (or a closely related
security). In this situation, the INVESTMENT PERSON MUST put the clients'
interests first, and promptly make the investment recommendation or decision in
the clients' interest, rather than delaying the recommendation or decision for
clients until after the seventh day following the day of the transaction for the
INVESTMENT PERSON's (or FAMILY/HOUSEHOLD member's) own account to avoid conflict
with the blackout provisions of this Code. The Firm recognizes that this
situation may occur in entire good faith, and will not require disgorgement of
profits in such instances if it appears that the INVESTMENT PERSON acted in good
faith and in the best interests of the Firm's clients.
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The blackout requirements do not apply to the following categories of
transactions:
- Transactions in futures and options contracts on
CURRENCIES OR interest rate instruments or
indexes, and options on such contracts.
- Transactions that occur by operation of law or
under any other circumstance in which neither the
ACCESS PERSON nor any member of his or her
FAMILY/HOUSEHOLD exercises any discretion to buy
or sell or makes recommendations to a person who
exercises such discretion.
- Purchases of COVERED SECURITIES pursuant to an
automatic dividend reinvestment plan.
- Purchases pursuant to the exercise of rights issued pro rata
to all holders of the class of COVERED Securities held by the
ACCESS PERSON (or FAMILY/HOUSEHOLD member) and received by the
ACCESS PERSON (or FAMILY/HOUSEHOLD member) from the issuer, OR
A TENDER OFFER RECEIVED BY THE ACCESS PERSON (OR
FAMILY/HOUSEHOLDER MEMBER) FROM THE ISSUER OR A THIRD PARTY.
Examples may include purchases of COVERED SECURITIES pursuant
to the exercise of warrants or rights granted by an issuer to
its shareholders; or in connection with an opportunity, extended
by an issuer to its shareholders as an incident of owning shares
of the issuer's securities, to purchase shares at a discount OR
TRANSACTIONS ENTERED INTO PURSUANT TO EITHER A CASH OR STOCK
TENDER OFFER BY AN ISSUER OR A THIRD PARTY.
Subject to the preclearance requirements set forth in the Code, an
Access Person may purchase or sell shares of a security which is being
purchased or sold, or is being actively considered for purchase or sale, for
client accounts within the prescribed blackout period if given the shares the
Access Person is purchasing or selling and the market capitalization
(outstanding shares x current price per share) of the issuer, the Access
Person's trading could have no material impact on the price of the security
and if the Firm were trading in the security, such trade could have no
material impact of the security. This exemption is subject to preclearance
procedures set forth above and may be denied by the Code Officer for any
reason.
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DEFINITIONS
These terms have special meanings in this Code of Ethics:
ACCESS PERSON
BENEFICIAL OWNERSHIP
CODE OFFICER
COVERED SECURITY
FAMILY/HOUSEHOLD
HEAD TRADER
INVESTMENT PERSON
The special meanings of these terms as used in this Code of Ethics are
explained below. Some of these terms (such as "beneficial ownership") are
sometimes used in other contexts, not related to Codes of Ethics, where they
have different meanings. For example, "beneficial ownership" has a different
meaning in this Code of Ethics than it does in the SEC's rules for proxy
statement disclosure of corporate directors' and officers' stockholdings, or in
determining whether an investor has to file 13D or 13G reports with the SEC.
IMPORTANT: IF YOU HAVE ANY DOUBT OR QUESTION ABOUT WHETHER AN INVESTMENT,
ACCOUNT OR PERSON IS COVERED BY ANY OF THESE DEFINITIONS, ASK THE CODE
OFFICER.
ACCESS PERSON includes:
Each and every employee of the Firm is considered an ACCESS
PERSON. A consultant retained by the Firm may also be considered an
ACCESS PERSON, if such consultant is designated, in writing, as an
ACCESS PERSON by the Code Officer.
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BENEFICIAL OWNERSHIP means any opportunity, directly or indirectly, to profit or
share in the profit from any transaction in securities. It also includes
transactions over which you exercise investment discretion (other than for a
client of the Firm) even if you do not share in the profits. BENEFICIAL
OWNERSHIP is a very broad concept. Some examples of forms of BENEFICIAL
OWNERSHIP include:
Securities held in a person's own name, or that are held for
the person's benefit in nominee, custodial or "street name"
accounts.
Securities owned by or for a partnership in which the person
is a general partner (whether the ownership is under the name
of that partner, another partner or the partnership or through
a nominee, custodial or "street name" account).
Securities that are being managed for a person's benefit on a
discretionary basis by an investment adviser, broker, bank,
trust company or other manager, UNLESS the securities are held
in a "blind trust" or similar arrangement under which the
person is prohibited by contract from communicating with the
manager of the account and the manager is prohibited from
disclosing to the person what investments are held in the
account. (Just putting securities into a discretionary account
is not enough to remove them from a person's BENEFICIAL
OWNERSHIP. This is because, unless the arrangement is a "blind
trust," the owner of the account can still communicate with
the manager about the account and potentially influence the
manager's investment decisions.)
Securities in a person's individual retirement account.
Securities in a person's account in a 401(k) or similar
retirement plan, even if the person has chosen to give someone
else investment discretion over the account.
Securities owned by a trust of which the person is either a
TRUSTEE or a BENEFICIARY.
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Securities owned by a corporation, partnership or other entity
that the person controls (whether the ownership is under the
name of that person, under the name of the entity or through a
nominee, custodial or "street name" account).
This is not a complete list of the forms of ownership that could constitute
BENEFICIAL OWNERSHIP for purposes of this Code. You should ask the CODE OFFICER
if you have any questions or doubts at all about whether you or a member of your
FAMILY/HOUSEHOLD would be considered to have BENEFICIAL OWNERSHIP in any
particular situation.
CODE OFFICER means Robert O'Hare, or another person that he designates to
perform the functions of Code Officer when he is not available. You can reach
the Code Officer by calling (617) 330-8979. For purposes of reviewing the Code
Officer', or his designee's own transactions and reports under this Code, the
functions of the Code Officer are performed by Paula Drake.
COVERED SECURITY means anything that is considered a "security" under the
Investment Company Act of 1940, EXCEPT:
Direct obligations of the U.S. Government.
Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt obligations, including
repurchase agreements.
Shares of OPEN-END investment companies that are registered
under the Investment Company Act (mutual funds).
This is a very broad definition of security. It includes most kinds of
investment instruments, including things that you might not ordinarily think of
as "securities," such as:
options on securities, on indexes and on currencies;
investments in all kinds of limited partnerships;
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investments in foreign unit trusts and foreign mutual funds;
and
investments in private investment funds, hedge funds and
investment clubs.
If you have any question or doubt about whether an investment is a considered a
security or a COVERED SECURITY under this Code, ask the CODE OFFICER.
Members of your FAMILY/HOUSEHOLD include:
Your spouse or domestic partner (unless he or she does not
live in the same household as you and you do not contribute in
any way to his or her support).
Your children under the age of 18.
Your children who are 18 or older (unless they do not live in
the same household as you and you do not contribute in any way
to their support).
Any of these people who live in your household: your
stepchildren, grandchildren, parents, stepparents,
grandparents, brothers, sisters, parents-in-law, sons-in-law,
daughters-in-law, brothers-in-law and sisters-in-law,
including adoptive relationships.
Comment--There are a number of reasons this Code covers transactions in which
members of your FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP. First, the SEC
regards any benefit to a person that you help to support financially as
indirectly benefiting you, because it could reduce the amount that you might
otherwise need to contribute to that person's support. Second, members of your
household could, in some circumstances, learn of information regarding the
Firm's trading or recommendations for client accounts, and must not be allowed
to benefit from that information.
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HEAD TRADER means David Learned, or such other person who has been designated by
the Firm as a Trader.
INVESTMENT PERSON means any employee of the Firm who, in connection with his or
her regular functions or duties, makes, participates in or obtains information
regarding the purchase or sale of any securities (even if they're not COVERED
SECURITIES) for any client account, or whose functions relate to the making of
any recommendations with respect to purchases and sales; and any natural person
who directly or indirectly has a 25% or greater interest in the Firm and obtains
information concerning recommendations made to any client of the Firm regarding
the purchase or sale of any securities (even if they're not COVERED SECURITIES)
by the client.
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