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.
<PAGE>
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:
o The Firm expects that waivers will be granted only in rare instances,
and
o Some provisions of the Code that are mandated by SEC rule cannot be
waived.
2
<PAGE>
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
o 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
o 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.
3
<PAGE>
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.
4
<PAGE>
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/or before May 1, 2000 must file an Initial Holdings
Report on Form A with the CODE Officer by June 30, 2000.
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.
5
<PAGE>
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.
6
<PAGE>
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:
o 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.
o Transactions in futures and options contracts on currencies or
interest rate instruments or indexes, and options on such
contracts.
o 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.
o Purchases of COVERED SECURITIES pursuant to an automatic dividend
reinvestment plan.
7
<PAGE>
o Transactions in COVERED SECURITIES for a hedge fund, or similar
private organized investment pool managed by the Firm.
o 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
8
<PAGE>
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 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.
The blackout requirements do not apply to the following categories of
transactions:
9
<PAGE>
o Transactions in futures and options contracts on CURRENCIES OR
interest rate instruments or indexes, and options on such
contracts.
o 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.
o Purchases of COVERED SECURITIES pursuant to an automatic dividend
reinvestment plan.
o 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.
10
<PAGE>
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.
11
<PAGE>
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.
12
<PAGE>
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;
13
<PAGE>
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.
14
<PAGE>
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.
15
