CODE OF ETHICS
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EATON VANCE CORP.
EATON VANCE MANAGEMENT
BOSTON RESEARCH AND MANAGEMENT
EATON VANCE DISTRIBUTORS, INC.
EATON VANCE FUNDS
EFFECTIVE: SEPTEMBER 1, 2000
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TABLE OF CONTENTS
Table of Contents
Governing Principles
Part I. Policy on Personal Securities Transactions
Part II. Code of Conduct for All Employees
General Provisions
Appendix 1. Procedures for Policy on Personal Securities Transactions
(not part of the Code of Ethics)
Appendix 2. Policies and Procedures in Prevention of Insider Trading
(not part of the Code of Ethics)
GOVERNING PRINCIPLES
You have the responsibility at all times to place the interests of Clients
first, to not take advantage of Client transactions, and to avoid any conflicts,
or the appearance of conflicts, with the interests of Clients. The Policy on
Personal Securities Transactions provides rules concerning your personal
transactions in Securities that you must follow in carrying out these
responsibilities. You also have a responsibility to act ethically, legally, and
in the best interests of Eaton Vance and our Clients at all times. The Code of
Conduct sets forth rules regarding these obligations. You are expected not only
to follow the specific rules, but also the spirit of the Code of Ethics. The
Company is required by law to have a Code of Ethics, but the Eaton Vance Code of
Ethics goes well beyond the minimum legal requirements.
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DEFINITIONS
COMPANY refers to each of Eaton Vance Corp. (EVC), Eaton Vance Management
(EVM), Boston Management and Research (BMR), and Eaton Vance Distributors, Inc.
(EVD), and each Fund.
FUND is each investment company registered under the Investment Company Act
of 1940 for which EVM or BMR acts as the investment adviser or, if such
investment company has no investment adviser, for which EVM or BMR acts as the
administrator/manager (non-advisory) AND EVD acts as the principal distributor.
SUB-ADVISED FUND is each investment company registered under the Investment
Company Act of 1940 for which EVM or BMR acts as the investment sub-adviser.
NON-ADVISED PORTFOLIO is each investment company registered under the Investment
Company Act of 1940 which has an investment adviser or sub-adviser other than
EVM or BMR, and in which a Fund invests all of its investable assets.
CLIENT is any person or entity, including a Fund, a Sub-advised Fund, and a
client of the Counselor Department, for which EVM or BMR provides investment
advisory services.
ACCESS PERSON is each of the following:
(1) a director, trustee, or officer of a Fund, of EVM, or of BMR;
(2) a director, trustee, or officer of a Non-advised Portfolio, who is NOT
also an employee or officer of the investment adviser of such
Non-advised Fund(1);
(3) an employee of EVC, EVM, BMR, or a Fund who, in connection with his or
her regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of Securities by a Client,
or whose functions relate to the making of any recommendations with
respect to the purchases or sales (including a portfolio manager,
investment counselor, investment analyst, member of the trading
department, and most administrative personnel in the investment
counselor department, the equity investment department, and each
income investment department);
(4) a natural person in a control relationship to a Fund or EVM or BMR who
obtains information concerning recommendations made to the Fund or
other Client with regard to the purchase or sale of Securities by the
Fund or other Client; and
(5) a director or officer of EVD who, in the ordinary course of business,
makes, participates in, obtains or, in EVD's judgment, is able to
obtain information regarding, the purchase or sale of Securities by a
Fund, or whose functions or duties in the ordinary course of business
relate to the making of any recommendation to a Fund regarding the
purchase or sale of Securities.
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1 The personal securities transactions of such employees or officers of the
investment adviser of such Non-advised Fund will be covered by the code of
ethics of that investment adviser.
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INVESTMENT PROFESSIONAL is each of the following:
(1) an employee of EVC, EVM, BMR, or of a Fund or Sub-advised Fund, who,
in connection with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale
of Securities by the Fund, Sub-advised Fund or other Client (including
a portfolio manager, an investment counselor, and an investment
analyst); and
(2) a natural person who controls a Fund or EVM or BMR and who obtains
information concerning recommendations made to the Fund or other
Client with regard to the purchase or sale of securities by the Fund
or other Client.
Every Investment Professional is also an Access Person.
INDEPENDENT FUND TRUSTEE is a trustee of a Fund or a Non-advised Portfolio
who is not an "interested person" of the fund (as determined under the
Investment Company Act of 1940).
IMMEDIATE FAMILY of any person includes his or her spouse, minor children,
and relatives living in his or her principal residence.
SECURITIES means notes, stocks, treasury stocks, bonds, debentures,
evidences of indebtedness, certificates of interest or participation in any
profit sharing agreement, collateral trust certificates, pre-organization
certificates or subscriptions, transferable shares, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional undivided
interests in oil, gas, or other mineral rights, puts, calls, straddles, options,
or privileges on any security (including a certificate of deposit) or on any
group or index of securities (including any interest therein or based on the
value thereof), or puts, calls, straddles, options, or privileges entered into
on a national securities exchange relating to foreign currency, or, in general,
any interests or instruments commonly known as "securities," or any certificates
of interest or participation in, temporary or interim certificates for, receipts
for, guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, BUT DO NOT INCLUDE shares issued by open-end investment companies
registered under the Investment Company Act of 1940, direct obligations of the
government of the United States, bankers acceptances, bank certificates of
deposit, commercial paper, or high quality short-term debt instruments,
including repurchase agreements.
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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 of 1934.
LIMITED OFFERING means an offering that is exempt from registration under
the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant
to rule 504, rule 505 or rule 506 under the Securities Act of 1933. A Limited
Offering thus includes an offering commonly referred to as a private placement,
as well as a non-public offering in limited amounts available only to certain
investors. A Limited Offering includes any offer to you to purchase any
Securities, whether stock, debt securities, or partnership interests, from any
entity, unless those Securities are registered under the Securities Act of 1933
(that is, are publicly offered/publicly traded Securities).
LARGE CAP ISSUER is an issuer of Securities with an equity market
capitalization of more than $2 billion.
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PART I
POLICY ON
PERSONAL SECURITIES TRANSACTIONS
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A. APPLICABILITY OF THE POLICY
WHO IS COVERED. A part of this Policy applies to all Company employees.
Other parts apply only to Access Persons or to Investment Professionals. The
Company will notify you if you are in one of these categories.
This Policy covers not only your personal Securities transactions, but also
those of your Immediate Family (your spouse, minor children, and relatives
living in your principal residence).
WHAT ACCOUNTS ARE COVERED. This Policy applies to Securities transactions
in all accounts in which you or members of your Immediate Family have a direct
or indirect beneficial interest, unless the Compliance Attorney determines that
you or they have no direct or indirect influence or control over the account.
Normally, an account is covered by this Policy if it is (a) in your name, (b) in
the name of a member of your Immediate Family, (c) of a partnership in which you
or a member of your Immediate Family are a partner with direct or indirect
investment discretion, (d) of a trust of which you or a member of your Immediate
Family are a beneficiary and a trustee with direct or indirect investment
discretion, and (e) of a closely held corporation in which you or a member of
your Immediate Family hold shares and have direct or indirect investment
discretion.
B. RULES APPLICABLE TO ALL EMPLOYEES
REMINDER: When this Policy refers to "you" or your transactions, it
includes your Immediate Family and accounts in which you or they have a direct
or indirect beneficial interest. See section A, "Applicability of the Policy,"
above. The procedure for obtaining pre-clearance is explained in Appendix 1,
Procedures for Policy on Personal Securities Transactions ("Procedures").
1. PRE-CLEARANCE: EVC STOCK. You must pre-clear all purchases and sales of
EVC stock with the Treasurer of EVC, EXCEPT that you do not have to pre-clear
(1) purchases pursuant to the EVC Employee Stock Purchase Plan or to the
exercise of any EVC stock option agreement, (2) BONA FIDE gifts of EVC stock
that you make or receive, or (3) automatic, non-voluntary transactions, such as
stock dividends, stock splits, or automatic dividend reinvestments.
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There are times when transactions in EVC stock are routinely prohibited,
such as prior to releases of earnings information. Normally you will be notified
of these blackout periods.
2. PRE-CLEARANCE: CERTAIN EATON VANCE CLOSED-END FUNDS. You must pre-clear
all purchases and sales of shares of exchange-listed, closed-end Funds. You do
not have to pre-clear transactions in shares of Eaton Vance closed-end,
continuously offered bank loan interval Funds, which are more similar to
open-end funds. You may obtain a list of all of these Funds from the Director of
Compliance.
3. REPORTING REQUIREMENTS. You must ensure that the broker-dealer you use
sends to the Compliance Assistant copies of confirmations of all purchases and
sales of EVC stock and of Eaton Vance closed-end Funds that you were required to
pre-clear. If you are an Access Person required to file reports of personal
Securities transactions, these purchases and sales must be included.
4. PROHIBITED TRANSACTIONS: You are prohibited from purchasing or selling
any security, either personally or for any Client, while you are in the
possession of material, non-public information concerning the security or its
issuer. Please read Appendix 2 to the Code of Ethics, Policies and Procedures in
Prevention of Insider Trading.
C. RULES APPLICABLE TO ACCESS PERSONS
If you are an Access Person, you are subject to the following rules, in
addition to the "Rules Applicable to All Employees" in section B above.
REMINDER: When this Policy refers to "you" or your transactions, it
includes your Immediate Family and accounts in which you or they have a direct
or indirect beneficial interest, and over which you or they exercise direct or
indirect influence or control. See section A, "Applicability of the Policy,"
above. Check the definition of "Securities" and of other capitalized terms in
the "Definitions" section of the Code of Ethics above.
1. PRE-CLEARANCE: ALL SECURITIES. You must pre-clear all purchases and
sales of Securities, except that you do NOT have to pre-clear:
(1) a purchase of equity Securities of a Large Cap Issuer (with a market
capitalization of more than $2 billion), if the value of such
purchase, together with the value all of your purchases of equity
Securities of that Large Cap Issuer in the previous six (6) days,
would not exceed $25,000;
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(2) a sale of equity Securities of a Large Cap Issuer, if the value of
such sale, together with the value all of your sales of equity
Securities of that Large Cap Issuer in the previous six (6) days,
would not exceed $25,000;
(3) a purchase of investment grade, non-convertible debt Securities, if
the value of such purchase, together with the value all of your
purchases of investment grade, non-convertible debt Securities of the
same issuer in the previous six (6) days, would not exceed $25,000;
(4) a sale of investment grade, non-convertible debt Securities, if the
value of such sale, together with the value all of your sales of
investment grade, non-convertible debt Securities of the same issuer
in the previous six (6) days, would not exceed $25,000;
(5) a BONA FIDE gift of Securities that you make or receive;
(6) an automatic, non-voluntary transaction, such as a stock dividend,
stock split, spin-off, and automatic dividend reinvestment; or
(7) a transaction pursuant to a tender offer that is applicable PRO RATA
to all stockholders.
The exemptions from pre-clearance in clauses (1) through (4) above do not
apply to trading in any Security that is placed on a restricted list (for
example, because the Company is in the possession of material inside information
about the issuer). Further, the Director of Compliance may suspend your use of
these four exemptions from pre-clearance if he or she concludes that you have
engaged in excessive personal trading or that pre-clearance by you is otherwise
warranted.
You are responsible for determining if an issuer is a Large Cap Issuer; you
may consult an appropriate Internet website for this purpose, such as
Yahoo:Finance. Remember that you must always pre-clear all purchases and sales
of EVC stock even if EVC is a Large Cap Issuer. See section B.1, "Pre-Clearance:
EVC Stock," above. Investment Professionals have additional pre-clearance
obligations. See section D, "Additional Rules Applicable to Investment
Professionals," below.
You will not receive pre-clearance of a transaction for any Security on a
day during which there is a pending buy or sell order for that same Security for
a Client, or when other circumstances warrant prohibiting a transaction in a
particular Security. Remember that the term "Security" is broadly defined. For
example, an option on a Security is itself a Security, and the purchase, sale
and exercise of the option is subject to pre-clearance. A pre-clearance approval
normally is valid only during the day on which it is given. Pre-clearance
procedures are set forth in the attached Procedures.
If you are a fund trustee who is not an employee of a Company, you do not
have to pre-clear a transaction unless you knew or, in the ordinary course of
fulfilling your official duties as a trustee, should have known that during the
15 day period immediately before or after your transaction in a Security, the
fund purchased or sold the Security, or the fund or its investment adviser
considered purchasing or selling the Security.
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2. HOLDING PERIOD: EATON VANCE CLOSED-END FUNDS. Directors and officers of
closed-end Funds (including bank loan interval Funds), and certain Access
Persons involved in managing such Funds, are prohibited by the federal
securities laws from purchasing and selling, or selling and purchasing, shares
of these Funds within six months, and must file SEC Forms 4 regarding their
transactions in shares of these funds. If you are in this category, the Director
of Compliance will notify you and assist you in filing these Forms, and you will
not receive pre-clearance for any purchase or sale that would violate the
six-month restriction. Therefore, if you are in this category, you should expect
to hold the shares you purchase for at least six months.
3. PROHIBITED AND RESTRICTED TRANSACTIONS. The following transactions are
either prohibited without prior approval, or are discouraged, as indicated. The
procedures for obtaining approval are in the Procedures, attached as Appendix 1.
These restrictions do not apply to fund trustees who are not employees of a
Company.
a. INITIAL PUBLIC OFFERINGS. You may not purchase or otherwise acquire any
Security in an Initial Public Offering. You may apply to the Director of
Compliance and the Investment Compliance Officer for prior written approval to
purchase or acquire a Security in an Initial Public Offering, but approval will
be granted only in rare cases that involve extraordinary circumstances.
Accordingly, the Company discourages such applications. You might be given
approval to purchase a Security in an Initial Public Offering, for example,
pursuant to the exercise of rights you have as an existing bank depositor or
insurance policyholder to acquire the Security in connection with the bank's
conversion from mutual or cooperative form to stock form, or the insurance
company's conversion from mutual to stock form. The Company must maintain a
record of any approval to acquire a Security in an Initial Public Offering, with
the reasons supporting the approval, for at least five years after the end of
the fiscal year in which the approval is granted.
b. LIMITED OFFERINGS. You may not purchase or otherwise acquire any
Security in a Limited Offering, except with the prior approval from the Director
of Compliance and the Investment Compliance Officer. (Remember that a Limited
Offering, as defined, includes virtually any Security that is not a publicly
traded/listed Security.) Such approval will only be granted where you establish
that there is no conflict or appearance of conflict with any Client or other
possible impropriety (such as where the Security in the Limited Offering is
appropriate for purchase by a Client, or when your participation in the Limited
Offering is suggested by a person who has a business relationship with any
Company or expects to establish such a relationship). Examples where approval
might be granted, subject to the particular facts and circumstances, are a
personal investment in a private fund or limited partnership in which you would
have no involvement in making recommendations or decisions, or your investment
in a closely held corporation or partnership started by a family member or
friend. The Company must maintain a record of any approval to acquire a Security
in a Limited Offering, with the reasons supporting the approval, for at least
five years after the end of the fiscal year in which the approval is granted.
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c. SHORT SALES. You may not sell short any Security, except that you may
(i) sell short a Security if you own at least the same amount of the Security
you sell short (selling short "against the box") and (ii) sell short U.S.
Treasury futures and stock index futures based on the S&P 500 or other broad
based stock indexes.
d. NAKED OPTIONS. You may not engage in option transactions with respect to
any Security, except that you may purchase a put option or sell a call option on
Securities that you own.
e. SHORT-TERM TRADING. You are strongly discouraged from engaging in
excessive short-term trading of Securities. The purchase and sale, or sale and
purchase, of the same or equivalent Securities within sixty (60) days are
generally regarded as short-term trading.
4. PROHIBITED TRANSACTIONS: BANK LOAN DEPARTMENT. If you are an Access
Person in the Bank Loan Department, you may not purchase or sell any Security
issued by an entity that is the borrower under a loan interest held in a
Client's portfolio. In addition, you may not purchase or sell any Security
issued by an entity that is the borrower under a loan interest that was or is
being evaluated for purchase for a Client and was not purchased, until the 181st
day after the decision was made not to purchase the loan interest.
5. PROHIBITED TRANSACTIONS: EQUITY AND COUNSELORS DEPARTMENTS. If you are
an Access Person in the Equity or Counselors Department, you may not purchase or
sell any Security until the seventh (7th ) day after any Analyst Select
Portfolio activity or Counselors Focus Portfolio activity (whether an addition,
increased position, deletion, or decreased position) regarding that Security, in
order to provide sufficient time for Client transactions in that Security before
personal transactions in that Security.
6. INVESTMENT CLUBS. You may not be a member of an investment club that
trades in and owns Securities in which members have an interest. Such an
investment club is regarded by this Policy as your personal account, and it is
impracticable for you to comply with the rules of this Policy, such as
pre-clearance of transactions, with respect to that investment club. If you are
a member of an investment club as of the effective date of this Policy, you must
resign from the club within 90 days, and during such period you may not
influence or control the investment decisions of the club.
7. REPORTING REQUIREMENTS. You are required to provide the following
reports of your Security holdings and transactions to the Compliance Assistant.
REMEMBER THAT YOUR REPORTS ALSO RELATE TO MEMBERS OF YOUR IMMEDIATE FAMILY AND
THE ACCOUNTS REFERRED TO UNDER SECTION A, "APPLICABILITY OF THE POLICY," ABOVE.
Please review the definition of Securities in the "Definitions" section of the
Code of Ethics above. Securities include not only publicly traded stocks and
bonds, including shares of EVC and of all closed-end funds (including interval
funds), but also stock in closely held corporations, partnership interests, and
derivatives. Securities do NOT include shares issued by open-end investment
companies registered under the Investment Company Act of 1940, direct
obligations of the government of the United States, bankers acceptances, bank
certificates of deposit, commercial paper, or high quality short-term debt
instruments, including repurchase agreements.
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Please refer to the attached Procedures for reporting procedures and forms.
a. INITIAL REPORT OF HOLDINGS. Within ten (10) days after you become an
Access Person, you must submit to the Compliance Assistant a report of your
holdings of Securities, including the title, number of shares and principal
amount of each Security held at the time you became an Access Person. Your
report must also include the name of any broker, dealer or bank with whom you
maintain an account for trading or holding any type of securities, whether
stocks, bonds, mutual funds, or other types.
If you are an Independent Fund Trustee, you do not have to provide an
initial report.
b. ANNUAL REPORT OF HOLDINGS. After January 1 and before January 20 of each
year, you must submit to the Compliance Assistant a report of your holdings of
Securities, current within thirty (30) days before the report is submitted,
including the title, number of shares and principal amount of each Security.
Your report must include the name of any broker, dealer or bank with whom you
maintain an account for trading or holding any type of securities, whether
stocks, bonds, mutual funds, or other types.
If you are an Independent Fund Trustee, you do not have to provide an
annual report.
c. QUARTERLY TRANSACTION REPORT. Within ten (10) days after the end of each
calendar quarter, you must submit to the Compliance Assistant a report of your
transactions in Securities during that quarter, including the date of the
transaction, the title, the interest rate and maturity date (if applicable), and
the number of shares and principal amount of each Security in the transaction,
the nature of the transaction (whether a purchase, sale, or other type of
acquisition or disposition, including a gift), the price of the Security at
which the transaction was effected, and the name of the broker, dealer or bank
with or through the transaction was effected. If you established an account with
a broker, dealer or bank in which any Security was held during that quarter, you
must also state the name of the broker, dealer or bank and the date you
established the account.
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If you are an Independent Fund Trustee, you do not have to provide a
quarterly transaction report unless you knew or, in the ordinary course of
fulfilling your official duties as a trustee, should have known that during the
fifteen (15) day period immediately before or after your transaction in a
Security, the fund purchased or sold the Security, or the fund or its investment
adviser considered purchasing or selling the Security.
You do not have to submit a quarterly transaction report if (i) copies of
all of your transaction confirmations and account statements are provided to the
Compliance Assistant for that quarter (see paragraph 8, "Confirmations of
Transactions and Account Statements," below), or (ii) all of the information
required in such report is, on a current basis, already in the records of the
Company (as, for example, in the case of transactions in EVC stock through the
EVC employee stock purchase plan or by the exercise of stock options).
8. CONFIRMATIONS OF TRANSACTIONS AND ACCOUNT STATEMENTS. You must ensure
that each broker, dealer or bank with which you maintain an account send to the
Compliance Assistant, as soon as practicable, copies of all confirmations of
your Securities transactions and of all monthly, quarterly and annual account
statements. See section A, "Applicability of the Policy - What Accounts are
Covered," above.
This requirement does not apply to fund trustees who are not employees of a
Company.
If you certify to the Compliance Assistance that the Compliance Assistant
has received all of your confirmations and account statements by the date your
quarterly transaction report is due, and if those confirmations and statements
contain all of the information required in your quarterly transaction report,
you do not have to submit that report.
D. ADDITIONAL RULES APPLICABLE TO INVESTMENT PROFESSIONALS
If you are an Investment Professional, you are subject to the following
rules, in addition to the "Rules Applicable to Access Persons" in section C
above. Before engaging in any personal Securities transactions, please review
those rules, which include pre-clearance and reporting requirements, as well as
restricted transactions.
The following rules relate to the requirement that transactions for Clients
whose portfolios you manage, or for whom you make recommendations, take
precedence over your personal Securities transactions, and therefore Clients
must be given the opportunity to trade before you do so for yourself. In
addition, it is imperative to avoid conflicts, or the appearance of conflicts,
with Clients' interests. While the following Securities transactions are subject
to pre-clearance procedures, you are responsible for avoiding all prohibited
transactions, and you may not rely upon the pre-clearance procedures to prevent
you from violating these rules.
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REMINDER: When this Policy refers to "you" or your transactions, it
includes your Immediate Family and accounts in which you or they have a direct
or indirect beneficial interest, and over which you or they exercise direct or
indirect influence or control. See section A, "Applicability of the Policy,"
above. Check the definition of "Securities" and of other capitalized terms in
the "Definitions" section of the Code of Ethics above.
1. PROHIBITED TRANSACTIONS: ALL INVESTMENT PROFESSIONALS. You may not cause
or recommend a Client to take action for your personal benefit. Thus, for
example, you may not trade in or recommend a security for a Client in order to
support or enhance the price of a security in your personal account, or "front
run" a Client.
2. PROHIBITED TRANSACTIONS: PORTFOLIO MANAGERS AND INVESTMENT COUNSELORS.
a. PERSONAL TRADES IN SAME DIRECTION AS CLIENT. If you are a portfolio
manager or an investment counselor, you may not purchase any Security for your
personal account until one day after you have purchased that Security for Client
portfolios that you manage. You may not sell any Security for your personal
account until one day after you have sold that Security for Client portfolios
that you manage.
b. PERSONAL TRADES IN OPPOSITE DIRECTION AS CLIENT: SEVEN-DAY BLACKOUT. If
you are a portfolio manager or an investment counselor, you may not sell any
Security for your personal account until the eighth (8th) day after you have
purchased that Security for Client portfolios that you manage. You may not
purchase any Security for your personal account until the eighth (8th) day after
you have sold that Security for Client portfolios that you manage.
c. TRADING BEFORE A CLIENT. If you are a portfolio manager or an investment
counselor, before you place an order to purchase a Security for a Client, you
must disclose to the Investment Compliance Officer if you have purchased that
Security for your personal account within the preceding seven (7) days.
Depending upon the circumstances, there may be no impact on your prior purchase,
or you may be required to sell that Security before it is purchased for the
Client, or you may have to pay to the Client's account the difference between
your and the Client's purchase price for the Security, if your price was lower.
Before you place an order to sell a Security for a Client, you must disclose to
the Investment Compliance Officer if you have sold that Security for your
personal account within the preceding seven (7) days. Depending upon the
circumstances, you may or may not be required to pay to the Client's account the
difference between your and the Client's sales price for the Security, if your
price was higher.
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Because your responsibility is to put your Client's interests ahead of your
own, you may not delay taking appropriate action for a Client in order to avoid
potential adverse consequences in your personal account.
3. PROHIBITED TRANSACTIONS: INVESTMENT ANALYSTS. If you are an investment
analyst, before you purchase or sell a Security, Clients must be afforded the
opportunity to act upon your recommendations regarding such Security. You may
not purchase or sell any Security for which you have coverage responsibility
unless either (i) you have first broadly communicated throughout the relevant
investment group your research conclusion regarding that Security (through an
Analyst Select Portfolio recommendation, Security rating, or otherwise) and
afforded suitable Clients sufficient time to act upon your recommendation (as
set forth below), or (ii) you have first determined, with the prior concurrence
of the Investment Compliance Officer, that investment in that Security is not
suitable for any Client.
a. PERSONAL TRADES CONSISTENT WITH NEW OR CHANGED RECOMMENDATIONS. If you
are an investment analyst, you may not purchase or sell any Security for which
you have coverage responsibility until the third (3rd) business day after you
have broadly communicated a new or changed recommendation for such Security to
the Investment Professionals in the relevant department, and then only if your
transaction is consistent with your recommendation.
b. PERSONAL TRADES INCONSISTENT WITH NEW OR CHANGED RECOMMENDATIONS. If you
are an investment analyst, you may not purchase or sell any Security for which
you have coverage responsibility until the tenth (10th ) business day after you
have broadly communicated your new or changed recommendation for such Security
to the Investment Professionals in the relevant department, if your transaction
is inconsistent with your recommendation. You must pre-clear any such
transaction and disclose to the Investment Compliance Officer the reasons you
desire to make a trade inconsistent with your recommendation.
c. TRADING BEFORE COMMUNICATING A RECOMMENDATION. If you are an investment
analyst who is in the process of making a new or changed recommendation on a
Security for which you have coverage responsibility, but you have not yet
broadly communicated your research conclusions and recommendations for such
Security to the Investment Professionals in the relevant department, you are
prohibited from trading in that Security.
4. REQUIRED DISCLOSURES: INVESTMENT ANALYSTS. If you are an investment
analyst, before you make a recommendation that a Security be purchased, sold or
held by a Client, you must disclose to the Investment Compliance Officer and to
any Investment Professionals to whom you make the recommendation any direct or
indirect beneficial interest you may have in that Security.
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PART II
RULES OF CONDUCT FOR ALL EMPLOYEES
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These Rules apply to every employee of a Company.
1. LAWS AND REGULATIONS. You are expected to comply with all applicable
laws and regulations, including the Code of Ethics and policies of each Company
that employs you. These include, without limitation, tax and securities laws.
2. CONFLICTS OF INTEREST. You are expected to avoid conduct that is
contrary to the interests of the Company and any Client, or that gives the
appearance of such a conflict of interest.
3. GIFTS, ETC. You must not seek or accept any gift, favor, preferential
treatment, or special arrangement of Material Value from any provider or
prospective provider of goods or services to a Company or a Client. You must
report any such receipt or offer of an item prohibited by this rule to the
Director of Compliance. "Material Value" does not include occasional meals or
social gatherings for business purposes; occasional tickets for theater,
musical, sporting or other entertainment events conducted for business purposes;
or occasional small gifts or mementos with a value of under $100. "Material
Value" includes such items as tickets for theater, musical, sporting or other
entertainment events on a recurring basis; costs of transportation and/or
lodging to locations outside of Boston, unless approved in advance by a member
of the EVC Management Committee as having a legitimate business purpose;
personal loans on terms more favorable than generally available for comparable
credit standing and collateral; or preferential brokerage or underwriting
commissions or spreads or allocations of shares or interests in an investment.
If you are offered anything, to be on the safe side, check with the Director of
Compliance or the Compliance Attorney.
If you are an employee of EVD, you are also subject to the rules of the
National Association of Securities Dealers, Inc. Please check with the Chief
Compliance Officer of EVD if you have any questions about those rules.
4. POLITICAL CONTRIBUTIONS. You may not use Company funds to make a
contribution to any political party or candidate, whether directly or by
reimbursement to the individual making the contribution.
5. IMPROPER PAYMENTS. You may not pay, offer, or commit to pay any amount
that might be or appear to be a bribe or kickback in connection with the
Company's business.
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6. CONFIDENTIAL INFORMATION. You may not disclose to anyone, whether inside
or outside the Company, any Company trade secrets or proprietary or confidential
information unless you have been authorized to do so. You must keep
confidential, and not discuss with anyone other than Access Persons with a valid
business purpose, information regarding Client investment portfolios, actual or
proposed securities trading activities of any Client, or investment research
developed in the Company. You should take appropriate steps, when communicating
the foregoing information internally, to maintain confidentiality, for example,
by using sealed envelopes, limiting computer access, and speaking in private.
7. OUTSIDE DIRECTORSHIPS, ETC. You may not serve as a director, officer,
employee, trustee, or general partner of any corporation or other entity,
whether or not you are paid, without the prior written approval of the President
of EVC, except that you may serve any charitable or non-profit organization
without such approval.
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GENERAL PROVISIONS
1. MAINTENANCE OF LIST OF ACCESS PERSONS AND INVESTMENT PROFESSIONALS:
NOTIFICATION. The Compliance Assistant shall maintain a list of all Access
Persons and Investment Professionals, shall notify each of his or her status,
and shall ensure that each has received a copy of the Code of Ethics.
2. REVIEW OF SECURITIES REPORTS. The Director of Compliance shall ensure
that all Initial and Annual Reports of Securities Holdings and Quarterly
Transaction Reports, together with all Securities Transaction Confirmations and
Account Statements received by the Compliance Assistant, will be reviewed in
accordance with the attached Procedures (Appendix 1).
3. ANNUAL CERTIFICATION BY EMPLOYEES. Each employee of a Company must
certify annually that he or she has read and understood the Code of Ethics and
has complied and will comply with its provisions.
4. FUND BOARD APPROVAL. The Board of Trustees of each Fund, including a
majority of the Independent Fund Trustees, has approved this Code of Ethics and
must approve any material change hereto within six months after such change is
adopted.
5. ANNUAL REPORT TO FUND BOARD. At least annually each Company shall submit
to the Board of Trustees of each Fund and each Sub-advised Fund for
consideration a written report that (i) describes any issues arising under the
Code of Ethics or the Procedures since the last report the Board, including
information about material violations of the Code of Ethics or the Procedures
and the sanctions imposed in response to material violations, and (ii) certifies
that each Company has adopted procedures reasonably necessary to prevent Access
Persons from violating the Code of Ethics.
6. RECORDKEEPING REQUIREMENTS. Each Company shall maintain the following
records at its principal place of business and make these records available to
the Securities and Exchange Commission ("Commission") or any representative of
the Commission at any time and from time to time for reasonable periodic,
special or other examination:
(1) copies of the Code of Ethics currently in effect and in effect at
any time within the past five years, to be maintained in an
easily accessible place;
(2) a record of any violation of the Code of Ethics and of any action
taken as a result of the violation, to be maintained in an easily
accessible place for at least five years after the end of the
fiscal year in which the violation occurred;
(3) copies of each report, including transaction confirmations and
other information, referred to in section C.7 of the Policy on
Personal Securities Transactions ("Policy"), Part I above, to be
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maintained for at least five years after the end of the fiscal
year in which the report is made or information provided, the
first two years in an easily accessible place;
(4) a record of all persons, currently or within the past five years,
who are or were required to make reports referred to in section
C.7 of the Policy and who are or were responsible for reviewing
such reports, to be maintained in an easily accessible place; and
(5) a copy of each Annual Report to a Fund Board referred to in
paragraph 5 above, to be maintained for at least five years after
the end of the fiscal year in which it was made, the first two
years in an easily accessible place.
7. CONFIDENTIALITY. All reports and other documents and information
supplied by any employee of a Company or Access Person in accordance with the
requirements of this Code of Ethics shall be treated as confidential, but are
subject to review as provided herein and in the Procedures, by senior management
of EVC, by representatives of the Commission, or otherwise as required by law,
regulation, or court order.
8. INTERPRETATIONS. If you have any questions regarding the meaning or
interpretation of the provisions of this Code of Ethics, please consult with the
Compliance Attorney.
9. VIOLATIONS AND SANCTIONS. Any employee of a Company who violates any
provision of this Code of Ethics shall be subject to sanction, including but not
limited to censure, a ban on personal Securities trading, disgorgement of any
profit or taking of any loss, fines, and suspension or termination of
employment. Each sanction shall be recommended by the Director of Compliance and
approved by the Management Committee of EVC.
If the Director of Compliance believes that any Fund trustee who is not an
employee of a Company has violated any provision of the Policy, he or she shall
so advise the trustees of the Fund, providing full particulars. The Fund
trustees, in consultation with counsel to the Fund and/or counsel to the
Independent Trustees, shall determine whether a material violation has occurred
and may impose such sanctions as they deem appropriate.
In adopting and approving this Code of Ethics, the Company and the Fund or
Sub-advised Fund Boards of Trustees do not intend that a violation of this Code
of Ethics necessarily is or should be considered to be a violation of Rule 17j-1
under the Investment Company Act of 1940.
END
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