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Title: CODE OF ETHICS Section: COMPLIANCE
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Adopted/Revised: 3/97 Ref. No. A-2
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Pertinent Regulation:
The Code of Ethics shall govern all associates of Gartmore Global Partners.
General Policy
Associates shall conduct themselves with integrity and act ethically in dealings
with clients, the public and fellow associates. In addition, associates are
subject to their respective parent employer's code of ethics and managers of
Nations Funds mutual fund portfolios must abide by the Nations Funds code of
ethics.
Compliance with Laws and Regulations
An associate shall maintain knowledge of and shall comply with all applicable
laws and regulations of any governing agency or self-regulatory organization,
and shall comport himself or herself in conformity with standards or conduct
promulgated by applicable professional and/or financial organizations.
Prohibition Against Use of Material Nonpublic Information
An associate shall comply with all government laws and regulations and GGP
policies and procedures relating to the use and communication of material
nonpublic information. An associate shall not trade securities while in
possession of, nor communicate, material nonpublic information.
Responsibility of Management
Management of GGP shall establish, maintain and enforce this Code of Ethics and
relevant policies and procedures, designed to implement the standards hereunder,
to prevent the breach of any applicable laws and regulations.
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Exhibit D11-B
Page 1 of 6
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Investment Management
Associates of GGP engaged in any facet of investment management of client
accounts shall exercise diligence and thoroughness in making investment
recommendations, avoiding material misrepresentations, and maintaining records
to support the reasonableness of any such actions. Such associates shall deal
fairly with all clients in disseminating investment recommendations and taking
investment actions.
Priority of Transactions
Associates shall ensure that transactions for clients shall have priority over
transactions in securities or other investment in which associates have
beneficial interests. Management of GGP shall take appropriate measures to
ensure that all associates abide by the highest ethical standards, in conformity
with all applicable government laws and regulations, as well as GGP policies and
procedures.
Conflicts of Interest
Associates shall make every effort to avoid even the appearance of conflict of
interest in their arrangements with clients. Associates and GGP shall disclose
to clients any material conflict of interest that would impair the ability to
render unbiased and objective advice.
Preservation of Confidentiality
Associates shall preserve the confidentiality of information communicated by the
client concerning matters within the scope of the confidential relationship.
Professional Misconduct
An associate shall not commit a criminal act that upon conviction materially
reflects adversely on his honesty or trustworthiness, nor shall he or she engage
in conduct involving dishonesty, fraud, deceit or misrepresentation.
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Exhibit D11-B
Page 1 of 6
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Title: PERSONAL DEALING (PERSONAL SECURITIES Section: COMPLIANCE
TRANSACTIONS)
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Adopted/Revised: 8/00 Ref. No. D-11
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Pertinent Regulation:
Investment Advisers Act Rule 204-2(a)(13)
Investment Company Act of 1940 17(j)-1
Investment Advisers Act of 1940 204A, 203(e) and (f)
All staff must follow the GGP Code of Ethics, and the GGP Personal Securities
Trading Guidelines ('the Guidelines').
1. All associates in Charlotte and New York must provide the Compliance
Office in Conshohocken, PA with duplicate copies of their brokerage
statements and confirmations of trades (deals), and must comply the GGP
Personal Securities Trading Guidelines set forth in Exhibit D11-C.
2. All associates in London and Tokyo must conduct their personal deals
through the Gartmore Trading Desk, and must comply with the Gartmore
Code of Ethics, and Personal Account Trading (Dealings) Guidelines set
forth in Exhibit D11-B.
3. All associates must complete quarterly Personal Securities Statements
and annual reports. Charlotte and New York associates shall report to
Conshohocken, and London and Tokyo associates shall report to London.
The Rules extend not only to your share dealing (trading) but also to the share
dealing (trading) of persons and companies connected with you.
Refer to:
o Policy A-2 GGP Code of Ethics
o Exhibit D11-B GGP Personal Securities Trading Guidelines -
London and Tokyo
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Exhibit D11-B
Page 1 of 6
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o Exhibit D11-C GGP Personal Securities Trading Guidelines -
Charlotte and New York
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Exhibit D11-B
Page 1 of 6
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Title: GGP PERSONAL SECURITIES TRADING Section: EXHIBITS
GUIDELINES - LONDON
AND TOKYO
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Adopted/Revised: 8/00 Ref. No. Exhibit D11-B
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GARTMORE GLOBAL PARTNERS
PERSONAL SECURITIES TRADING (DEALING) GUIDELINES
(London and Tokyo Employees)
1. PERSONAL ACCOUNT DEALING RULES
Quite apart from the need to put in place procedures which support the law on
insider dealing, it is essential that the fund management groups such as
Gartmore have comprehensive personal dealing rules to ensure that potential
conflicts of interest are avoided wherever possible and correctly dealt with if
they nevertheless occur. This section comprises the Gartmore group's personal
dealing rules ("The Rules").
The Rules, which go beyond the statutory insider dealing provisions, apply to
all directors and staff (together referred to here as "employees") of all UK
Gartmore companies - including companies not authorized by the Financial
Services Act.
Even though a statutory offence may not be involved, an employee should not use
for his own advantage, or pass on to others, information that has come into his
possession which is likely upon publication to affect the market prices of
securities. For example, an employee should regard as strictly confidential,
information he has obtained concerning large dealings or projected dealings in
securities.
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Exhibit D11-B
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Aside from any other requirement of these rules, an employee should always
satisfy himself that he is free to deal in a security before dealing in it. If
any employee is in any doubt as to whether he should deal in a security, he must
consult with the person pre-clearing the transaction, or the Compliance
Department.
The Rules:
1.1 Purpose
These Rules were designed to provide rules governing the purchase and sale of
individual securities by employees of all UK Gartmore companies. They apply to
purchases and sales of securities and their derivatives including financial
spread bets unless specifically exempted below.
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Exhibit D11-B
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1.2 Pre-clearance of trading
An employee must obtain specific prior consent every time he wished to deal for
his own account (including applications for new issues and public offers not
prohibited below and unless a general exception has been authorized by the
Compliance department).
Before dealing, your completed application for approval to deal form must be
submitted to the appropriate dealing desk, e.g. US Securities - US Desk, UK
Securities - UK Desk etc. Each trading desk will maintain a list of restricted
securities and providing this trade does not conflict with Gartmore or it's
clients, your application to deal form will be approved. Additional consent from
the Gartmore Investment Management plc Board is required for all personal
account trading and as such, will be given by individuals as designated from
time to time by the Gartmore Investment Management plc Board (currently any
member of that Board or alternatively, Jane Thornton, Colin Hodges and Paul
Chavasse).
All trades must be executed within 24 hours of the Dealer clearing the
transaction (having also received approval of Main Board or its nominees as
specified above).
Exemption to the Pre-clearance of Trading Rule include discretionary managed
accounts; receipt of windfall shares; and shares resulting from take-overs you
are required to provide details to the Compliance department as soon as
practicable.
1.3 Application
Employees must report all securities transactions in which they have a direct or
indirect beneficial interest and, in addition, dealings by persons whose
judgement the employee can reasonably be expected to influence. This will
include, for example, an employees' spouse or partner, all of their children
under the age of 18, and any trust, private company or arrangements with another
party in which the employee or spouse has an effective voice in investment
decisions. (These persons are also referred to here as "employees").
1.4 Exempt securities
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Exhibit D11-B
Page 2 of 6
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These rules do not apply to individual purchases or sales of the following
securities:
o Units in UK authorized unit trusts, units or shares in overseas unit
trusts and similar open-ended investment vehicles where the unit or
share price is determined by reference to the net asset value rather
than by supply and demand.
o Money market instruments.
o US and UK government securities
o Short term US government agency securities and short term securities
guaranteed by the US government or its agencies
o Derivative securities of any of the above instruments.
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Exhibit D11-B
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o Investments (such as foreign exchange transactions) which are not
securities.
o Spread Bets on sporting events only
1.5 Black Out Periods
No fund manager may purchase or sell securities for their own account within
seven calendar days before the fund he/she manages (or a member of his/her team
manages) trades in that security. If it transpires a fund manager trades for his
own account and is then required to trade in the best interests of the client
for example, because of a subsequent corporate action, he must disclose the
conflict and stand aside form making the subsequent investment decision for the
client.
1.6 Short Term Trading
Short term or speculative dealings are discouraged and securities bought or sold
may not be sold or repurchased within 30 calendar days without specific
permission from an authorized signatory. The giving of permission will normally
only be considered in the case of windfall shares, certain corporate actions and
in extreme personal circumstances.
Employees failing to adhere to the Short Term Trading Rule will be required
to disgorge all profits arising on purchase and sales within the 30
calendar days to a charity of their choice. This prohibition includes any
derivative or market equivalent in that security and is not contingent on the
security being held by a client fund.
1.7 Other Prohibited Transactions
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Exhibit D11-B
Page 3of 6
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Employees may not acquire securities through initial public offerings except
where the security being purchased is part of a tranche available for sale in
the United Kingdom to individuals.
Employees may not acquire investments in private placement securities (being
both unquoted securities or other private placements conducted as part of
initial public offering) unless the transaction is specifically pre-cleared by
an executive member of the Gartmore Investment Management Board and, in
addition, is countersigned by Compliance and provided that "The investment
opportunity is not reserved for any clients of the firm the opportunity is not
being offered to the employee by virtue of his position within the firm. In
addition, if an employee is subsequently involved in the decision to purchase
the security for any client, he must disclose his holding to senior management
before investing on behalf of the client."
Employees may, at certain times (such as the `closed period') be prohibited from
dealing in certain specified securities such as National Westminster Bank Plc,
and certain closed-end funds for which Gartmore acts as investment adviser or
manager. You should note that the additional checks required may lead to delays
in execution.
An employee may not carry out transactions which he cannot afford to settle if
called upon to do so at any time.
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Exhibit D11-B
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1.8 Funds Managed by Gartmore
Employees should avoid action, which involves, or might seem to involve, a
conflict of interest between himself and a fund, which any Gartmore company
manages.
An employee must not deal in the securities of a company when he is aware that a
fund managed by Gartmore is currently buying or selling a security of that
company or that consideration is being given as to whether or not to do so. Once
the fund has completed its order or decided not to deal, the employee may,
subject to complying with the other provision of these Rules, deal.
Note: These restrictions apply to an offer of a placing if there is an
unsatisfied demand for the securities among client funds under management.
An employee must not undertake personal deals directly with a
fund Gartmore is managing nor execute put-throughs between
himself and any such fund.
Employees should not deal in the securities of a company whose funds are managed
by Gartmore in the two-month period prior to the announcement of interim figures
or the preliminary announcement of the annual figures. (Please note that `a
company whose funds we manage' does not include `a company whose pension
scheme's fund we manage'.) Of course, if the employee has unpublished price
sensitive information about the company he must not deal at all.
1.9 Broker to be Used
Employees will be responsible for setting up their own brokerage and settlement
accounts and after clearance of any proposed investment should execute their
personal dealing instructions via their nominated broker(s).
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Exhibit D11-B
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Note: Settlement will remain the responsibility of each employee.
Employees may not request or receive from a broker financial accommodation or
special dealing facilities.
The employees may not request or receive from a broker financial accommodation
or special dealing facilities.
The employee must arrange that the broker(s) or other dealer(s) through whom he
effects personal dealings immediately sends, on each occasion on which the
employee deals, a duplicate contract note to Compliance. This provision must be
confirmed with the broker by way of sending the attached letter, a copy of which
should be signed and dated by the broker and returned direct to the Compliance
Officer.
1.10 Disciplinary Procedures for non-compliance
Failure by an employee to ensure the reporting of a personal transaction or a
breach of these rules in any other way will be treated as a matter, which may
result in summary dismissal.
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Exhibit D11-B
Page 4 of 6
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1.11 Confidentiality
Please note that all personal deals will remain confidential between the
employee, the executive members of the Gartmore Investment Management plc Board,
Jane Thornton, Colin Hodges or Paul Chavasse together with the Compliance
Department. No details will be disclose to anyone else unless one or other of
these persons is required by law or a regulator to disclose such information.
1.12 Gartmore Global Partners Annual Listing of Assets
Quarterly, all employees of Gartmore Global Partners subject to these Rules will
provide to the Compliance officer a statement of securities held. Such a
statement will also be obtained when an individual commences employment in these
areas.
1.13 Monitoring and Disclosure
The London based Compliance Officer will monitor the observance of these rules
and is authorized to modify these requirements upon proper disclosure and under
appropriate circumstances.
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Exhibit D11-B
Page 5 of 6
<PAGE>
2 PERSONAL ACCOUNT DEALING PROCEDURES
IN SUMMARY
PERSONAL ACCOUNT DEALING PROCEDURES
(i) Employees wishing to deal must arrange their own brokerage and
settlement accounts, ensuring that a standard confirmation is
provided to the broker who should sign, date and return the
confirmation to the London Compliance Officer.
(ii) The employee must complete the proforma "PA Approval to Deal"
slip for approval to deal in securities, including
confirmation that he or she has complied with the Personal
Account Dealing Rules, and, in the case of Fund Mangers, that
the transaction does not conflict with other client
transactions and submit the PA Approval to deal slip to the
appropriate Dealing Desk, e.g. US Securities - US Desk, UK
Securities - UK Desk, etc.
(iii) The dealer will check and disclose if he is aware of any
proposed dealing in the security of any other known conflict.
(iv) The employee must then seek written approval from a member of
the Main Board or its nominees (currently, Jane Thornton,
Colin Hodges and Paul Chavasse)
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Exhibit D11-C Page 14 of 18
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(v) Approval will be effective for 24 hours from the time the
dealer clears the transaction in (iii) above.
(vi) The complete PA Approval to Deal Slip must be sent to the Head
of Compliance where it will be matched with the contract note
from the broker.
(vii) The employee is then free to execute the deal with his
nominated broker. Please note (v) above.
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Exhibit D11-C Page 15 of 19
<PAGE>
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Title: GGP PERSONAL SECURITIES TRADING Section: EXHIBITS
GUIDELINES - CHARLOTTE
AND NEW YORK
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Adopted/Revised: 8/00 Ref. No. Exhibit D11-C
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GARTMORE GLOBAL PARTNERS INVESTMENT MANAGEMENT (Charlotte and New York
Employees) PERSONAL SECURITIES TRADING GUIDELINES
Each associate of Gartmore Global Partners (GGP) located in Charlotte and New
York is subject to the GGP Codes of Ethics. This code specifically states that
"Associates must never make changes in their personal investments on the basis
sof confidential information relating to GGP activity on behalf of its clients.
The GGP Code of Ethics Policy also incorporates the GGP Policy on Insider
Trading.
No associate will trade for their personal account based on knowledge of trades
by a style team or fund manager. GGP associates are expected to maintain the
highest standards of personal integrity in regard to any personal securities
activity. The mere appearance of impropriety is to be avoided due to the
position of public trust in which GGP operates.
I. GENERAL GUIDELINES
A. PURPOSE. These guidelines are designed to provide rules
governing the purchase and sale of individual securities by
associates who have access to sensitive investment
information. They apply to all purchases and sales of
securities and their derivatives unless specifically exempted
below.
B. INDIVIDUAL TRADING. Associates are encouraged by management to
use mutual funds for personal investment purposes. However,
associates are permitted to trade in individual securities as
long as they observe these guidelines.
C. APPLICATION. All associates must report all securities
transactions in which they have a direct or indirect
beneficial interest.
D. EXEMPT SECURITIES. These guidelines do not apply to individual
purchases or sales in the following securities:
1. Open-end mutual funds whether proprietary or non
proprietary.
2. Money market instruments.
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Exhibit D11-C Page 16 of 19
<PAGE>
3. U.S. Government securities.
4. Short term U.S. Government agency securities and short
term securities guaranteed by the U.S. Government or its
agencies.
5. Derivative securities of any of the above instruments.
E. ORGANIZATION APPLICATION.
1. Sections F, G and H of these guidelines shall apply only
to any investment associates located in Charlotte or New
York, including any members of investment style teams and
any senior portfolio managers as designated by the Chief
Investment Officer, as well as any investment personnel
who would be considered "access "1 persons under the
Investment Company Act of l940, or "advisory
representatives"2 under the Investment Advisers Act of
l940, as well as other associates who might come into
possession of sensitive investment information.
F. STOCK PURCHASES. The first time a stock is added to any common
trust fund or to a mutual fund (other than an index fund),
managed by GGP, no personal purchases of the security will be
permitted for 15 calendar days.
1. The first time a stock is added to a common trust fund or
to a mutual fund, the clock starts to run anew. For
example, if ABC was added to the International Equity
Fund on March 3, the 15-day clock would begin. If on
March 10, ABC was added to the Emerging Markets Fund, the
15-day clock would begin again. No one could buy ABC from
March 3 until 15 days after March 10.
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(1) Rule 17j-1(c)(1)(iii) of the Investment Company Act defines an "access"
person as any director, officer, general partner, or advisory person of the
investment adviser who, with respect to any registered investment company, makes
any recommendation, participates in the determination of which recommendation
shall be made, or whose principal function or duties relate to the determination
of which recommendation shall be made to any registered investment company; or
who, in connection with his duties, obtains any information concerning
securities recommendations being made by such investment adviser to any
registered investment company; or who, in connection with his duties, obtains
any information concerning securities recommendations being made by such
investment adviser of any registered investment company.
(2) Advisory Representatives as defined under the Investment Advisers Act of
1940 means any person who, for compensation, engages in the business of
advising, either directly or through publications, as to the value of securities
or as to the advisability of investing in, purchasing or selling securities or
who, for compensation and as a part of regular business issues or promulgates
analyses or reports concerning securities.
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Exhibit D11-C Page 17 of 19
<PAGE>
G. STOCK SALES. When a final sales order is placed for
elimination of a holding from any common trust fund or a
mutual fund by GGP, (other than an index fund), no personal
sale of the security can be made for 15 calendar days.
1. When a final sales order is placed for elimination of a
holding from a fund, the clock starts to run anew. For
example, if ABC was deleted from the International Equity
Fund on March 3, the 15-day clock would begin. If on March
8, ABC was deleted from the Emerging Markets Fund, the
15-day clock would begin again. No one could sell ABC from
March 3 until 15 days after March 8 or March 24.
H. BLACK OUT PERIODS. In addition to the purchase and sale
restrictions noted above, no Fund manager may purchase or sell
a security for their own account within seven (7) calendar
days before and after the fund he/she manages
trades in that security.
I. SHORT TERM TRADING. Associates may not profit from the
purchase and sale, or sale and purchase, of the same
securities within a period of 60 calendar days. This
prohibition includes any derivative or market equivalent of
the security. Profits recognized on short term trades ( i.e.,
trades made within a 60 day period) will be required to be
disgorged. This prohibition applies to any trade of the
associate and is not contingent on the security being held by
a fund.
J. OTHER PROHIBITED TRANSACTIONS
1. Associates subject to these guidelines are prohibited
from acquiring securities through private placements or
initial public offerings.
2. U.S. based associates may not purchase foreign
securities, ADR's or GDR's traded on US exchanges,
without the prior written approval of the Conshohocken
Compliance Officer.
3. The provisions of section H, I, and J include
transactions in corporate and municipal bonds.
K. BROKERAGE STATEMENTS. Associates subject to these guidelines
are required to provide the Compliance Office with copies of
their brokerage statements and trading confirmations.
L. ANNUAL LISTING OF ASSETS. In January of each year, all
associates subject to these Guidelines will provide to the
Compliance Office a statement of assets. Such a
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Exhibit D11-C Page 18 of 19
<PAGE>
statement will also be obtained when an individual commences
employment in these areas.
II. MONITORING AND DISCLOSURE
The Compliance Officer will monitor the observance of these guidelines and is
authorized to modify these requirements upon proper disclosure and under
appropriate circumstances.
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Exhibit D11-C Page 19 of 19
