BAILARD, BIEHL & KAISER, INC., BB&K FUND SERVICES, INC,
BAILARD, BIEHL & KAISER INTERNATIONAL FUND GROUP AND
BAILARD, BIEHL & KAISER FUND GROUP
CODE OF ETHICS
JUNE 1, 2000
INTRODUCTION.
This Code of Ethics has been adopted by:
(i) BAILARD, BIEHL & KAISER, INC. ("BB&K"), a registered investment
adviser, primarily for the purpose of establishing rules for BB&K employees,
officers and directors with respect to their personal securities transactions;
(ii) BB&K FUND SERVICES, INC. ("Fund Services"), a registered
broker-dealer, primarily for the purpose of establishing rules for officers,
directors and other associated persons of Fund Services with respect to their
personal securities transactions;
(iii) BAILARD, BIEHL & KAISER INTERNATIONAL FUND GROUP, INC. (the
"International Fund Group"), a registered investment company currently
consisting of two series, primarily for the purpose of establishing rules for
International Fund Group employees, officers and directors with respect to their
personal securities transactions; and
(iv) BAILARD, BIEHL & KAISER FUND GROUP (the "Fund Group"), a registered
investment company currently consisting of one series, primarily for the purpose
of establishing rules for Fund Group employees, officers and trustees with
respect to their personal securities transactions.
BB&K, Fund Services, the International Fund Group and the Fund Group are
required to adopt a code of ethics in accord with Rule 17j-1 under the
Investment Company Act of 1940 (the "1940 Act"). That Rule is applicable to BB&K
because BB&K is the investment adviser to the Fund Group and the International
Fund Group (together the "Funds"). Because BB&K is a registered investment
adviser under the Investment Advisers Act of 1940 (the "Advisers Act"), BB&K and
its employees,officers and directors are also subject to these standards of
conduct with respect to activities relating to all of BB&K's advisory clients.
Rule 17j-1 under the 1940 Act is applicable to Fund Services because Fund
Services is the principal underwriter of the shares of each series of the Fund
Group and of the International Fund Group. Fund Services also serves as the
placement agent of several other products that are managed by BB&K. All
associated persons of Fund Services are employees of BB&K.
Rule 17j-1 under the 1940 Act is applicable to the International Fund Group
and the Fund Group because the Funds are registered investment companies.
The investment management industry is closely regulated under the
provisions of the Advisers Act and the 1940 Act, and by the regulations and
interpretations of the Securities and Exchange Commission ("SEC") under those
statutes. Transactions in securities are also governed by applicable provisions
of the Securities Act of 1933 (the "Securities Act"), the Securities Exchange
Act of 1934 (the "Exchange Act"), and the Commodity Exchange Act ("CEA"), as
well as by state laws. The rules of conduct set forth in this Code are based in
large part on rules of law and legal concepts developed under those statutes.
These legal concepts do not remain static, and further developments of the law
in these areas may be expected. We believe that it is our job to conduct our
business so as to avoid not only any violation of law but also any appearance of
violation or ground for criticism.
For your guidance, some of the most important legal concepts within which
we operate are mentioned below.
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(a) FIDUCIARY DUTY. Investment adviser, underwriter, and investment
company personnel owe a fiduciary duty to their clients and Fund stockholders.
This means a duty of loyalty, fairness and good faith, and a corresponding duty
not to do anything prejudicial to or in conflict with the interests of these
clients and stockholders. All personal securities transactions of such personnel
shall be conducted consistent with this Code and in such a manner as to avoid
any actual or potential conflict of interest or any abuse of an individual's
position of trust and responsibility. No investment adviser, underwriter, or
investment company personnel should take inappropriate advantage of the
individual's position. This is a higher standard than that applicable to
ordinary arm's length business transactions between persons who do not owe a
fiduciary duty to the other parties.
(b) FRAUD AND DECEIT; INSIDE INFORMATION. The various laws
administered by the SEC and the Commodity Futures Trading Commission ("CTFC")
contain very broad provisions prohibiting fraud or deceit or "any manipulative
or deceptive device or contrivance" in connection with securities and
commodities transactions and giving of investment advice. It is under these
broad general provisions that the SEC, CFTC and private individuals have
successfully brought many of the important cases in the securities field that
have received so much publicity in recent years, including cases on improper use
of material non-public ("inside") information.
(c) MANIPULATION. Care must always be taken to avoid market
manipulation of securities and commodities trading, which is strictly prohibited
by law.
(d) PENALTIES. Under the various federal and state securities and
commodities statutes, penalties that may be imposed for violations include civil
liability for damages, temporary suspension or permanent prohibition from
engaging in various aspects of the securities, commodities or investment
advisory businesses, and criminal penalties.
This Code covers four general topics. Section 2 of this Code includes some
broad prohibitions against fraudulent conduct in connection with BB&K's clients,
including the Funds. Because fraudulent conduct can take many forms, this Code
cannot reasonably include an all-inclusive list of actions or omissions which
are covered. These general prohibitions are basically the same as or are
consistent with those in the federal securities laws, and are intended to
reflect the expansive and flexible nature of the restrictions which are
applicable to our activities.
Section 3 of this Code includes specific rules and restrictions with
respect to personal securities and commodities transactions. These restrictions
have been adopted for the purpose of better avoiding any conflicts of interest,
or any appearances of conflicts of interest, between (i) the securities trading
which BB&K undertakes on behalf of its clients and personal securities trading
by the employees, officers and directors of BB&K; (ii) the securities trading
undertaken on behalf of the Funds and personal securities trading by associated
persons of Fund Services; and (iii) the securities trading that the Funds
undertake on their own behalf and personal investments by employees, officers,
directors and trustees of the Funds. The rules are intended to better assure
that trading on behalf of BB&K's clients is given priority over trading for
personal accounts, and that trading for personal accounts does not take place at
a time which could adversely affect trading for clients.
Section 4 of this Code contains specific reporting requirements. As
required by Rule 17j-1 under the 1940 Act, most persons covered by this Code are
required to file an initial holdings report, annual holdings reports and
quarterly transaction reports relating to certain of their personal securities
holdings and transactions. These reports will be reviewed by the Chief
Compliance Officer for BB&K and the Funds (the "Chief Compliance Officer") to
determine whether the information suggests a possible violation of this Code.
The Chief Financial Officer of BB&K will review the Chief Compliance Officer's
personal securities reports and will do a periodic review of the personal
securities reporting process as a whole. These reports also may be reviewed by
the staff of the SEC when the SEC undertakes compliance examinations of BB&K,
Fund Services, or the Funds. In addition to better ensuring compliance with this
Code, the reporting requirements serve to create greater consciousness of
possible conflicts and, at the same time, provide a means to detect and correct
possible problems. The reporting system is an essential part of this Code and
must be strictly adhered to, without exception.
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Section 5 of this Code lists some other rules governing the conduct of (i)
BB&K's employees, officers and directors; (ii) associated persons of BB&K Fund
Services; and (iii) employees, officers, directors and trustees of the Funds.
These rules are designed to prevent conflicts of interest and even the
appearance of a conflict of interest on the part of these individuals.
The enforcement of these rules and procedures is the responsibility of the
Chief Compliance Officer, who is also a registered principal (supervisor) of
Fund Services. As this Code emphasizes, personal trading must always be carried
on with good judgment and in good faith. All possible situations cannot be
covered by this Code, and under special circumstances exceptions may be
appropriate. Although the Chief Compliance Officer has the authority to grant
exceptions under appropriate circumstances, exceptions are rarely appropriate
and infrequently granted. Any one subject to this Code contemplating a
transaction as to which he or she may have any doubt, or anyone who has any
other question as to any part of this Code, should consult with the Chief
Compliance Officer. If the Chief Compliance Officer is absent or unavailable,
his office will be able to refer you to a senior manager at BB&K or another
registered principal (supervisor) at Fund Services for assistance in this
regard.
SECTION 1. DEFINITIONS.
SECTION 1.1. "ACCESS PERSON" means any director, trustee, officer or
Advisory Person (as defined below) of BB&K or the Funds; and any director,
officer or associated person of Fund Services who, in the ordinary course of
business, makes, participates in or obtains information regarding the purchase
or sale of Covered Securities (as defined below) by the Funds, or whose
functions or duties in the ordinary course of business relate to the making of
any recommendation to the Funds regarding the purchase or sale of Covered
Securities.
SECTION 1.2. "ADVISORY PERSON" means:
(a) any employee of the Funds or of BB&K (or of any company in a control
relationship to the Funds or BB&K) who, in connection with his or her regular
functions or duties, makes, participates in, or obtains information regarding
the purchase or sale of Covered Securities by the Funds or other clients of BB&K
(individually or collectively, a "Client" or "Clients"), or whose functions
relate to the making of any recommendations with respect to such purchases or
sales; and
(b) any natural person in a control relationship to BB&K or the Funds who
obtains information concerning recommendations made to a Client with regard to
the purchase or sale of Covered Securities by the Client.
SECTION 1.3. "AFFILIATED PERSON" of another person means (a) any person
directly or indirectly owning, controlling, or holding with power to vote, 5% or
more of the outstanding voting securities of such other person; (b) any person
5% or more of whose outstanding voting securities are directly or indirectly
owned, controlled, or held with power to vote, by such other person; (c) any
person directly or indirectly controlling, controlled by, or under common
controlled with, such other person; and (d) any officer, director, partner,
co-partner or employee of such other person.
SECTION 1.4. "BENEFICIAL OWNERSHIP" shall be interpreted in the same manner
as it would be under Rule 16a-1(a)(2) under Section 16 of the Exchange Act.
Generally, you have "beneficial ownership" of any security in which you have a
direct or indirect pecuniary interest. "Beneficial ownership" includes accounts
of another person if by reason of any contract, understanding, relationship,
agreement or other arrangement, you can share in any profit from the securities,
including securities held by a family member sharing the same household, by a
partnership, corporation or other entity controlled by you, or by a trust of
which you are a trustee, beneficiary or settlor. Excerpts from SEC regulations
on this subject are available from the Chief Compliance Officer and should be
reviewed carefully by anyone concerned with this topic before trading or
preparing an initial holdings report, annual holdings report or quarterly
transaction report.
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SECTION 1.5 "CONTROL" means the power to exercise a controlling influence
over the management or policies of a company, unless such power is solely the
result of an official position with such company. Any person who owns
beneficially, either directly or through one or more controlled companies, more
than 25% of the voting securities of a company is presumed to control such
company.
SECTION 1.6. "COVERED SECURITY" means a security as defined in Section
2(a)(36) of the 1940 Act (a "Security"), except that it does not include:
(i) Direct obligations of the Government of the United States;
(ii) Bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase
agreements; and
(iii) Shares issued by open-end investment companies registered under the
1940 Act.
SECTION 1.7. "DISINTERESTED DIRECTOR" means a director of the International
Fund Group or a trustee of the Fund Group who is not an "interested person" of
the Funds within the meaning of Section 2(a)(19) of the 1940 Act.
SECTION 1.8. "HOT ISSUE" means an Initial Public Offering in which the
securities trade in the aftermarket at a premium over the offering price.
SECTION 1.9. "INITIAL PUBLIC OFFERING" means an offering of securities
registered under the Securities Act, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of sections 13 or
15(d) of the Exchange Act .
SECTION 1.10. "INVESTMENT PERSONNEL" are employeees of a Fund, BB&K or Fund
Services (or of any company in a control relationship to a Fund, BB&K or Fund
Services), who, in connection with their regular functions or duties, make or
participate in making recommendations regarding the purchase or sale of
securities by a Client. The term also includes all natural persons who control a
Fund, BB&K or Fund Services and obtain information concerning recommendations
made to a Client, regarding the purchase or sale of securities by the Client.
SECTION 1.11. "LIMITED OFFERING" means an offering that is exempt from
registration under the Securities Act pursuant to section 4(2) or section 4(6)
or pursuant to rule 504, rule 505, or rule 506 under the Securities Act. Limited
offerings include private placements and other offerings that are not public.
SECTION 1.12. "PURCHASE OR SALE OF A COVERED SECURITY" includes, among
other acts, the writing or acquisition of an option to purchase or sell a
Covered Security.
SECTION 1.13. "SECURITY HELD OR TO BE ACQUIRED BY A CLIENT" means:
(i) Any Covered Security which, within the most recent 15 days, is or has
been held by a Client, or is being or has been considered by the
Client or BB&K for purchase by the Client; and
(ii) Any option to purchase or sell, and any security convertible into or
exchangeable for, such Covered Security.
SECTION 2. GENERAL RESTRICTIONS AGAINST FRAUDULENT CONDUCT.
No Access Person, or Affiliated Person of BB&K, Fund Services or the Funds, may
generally, or in connection with the purchase or sale, directly or indirectly,
by the person of a Security Held or to be Acquired by a Client:
(i) employ any device, scheme or artifice to defraud a Client;
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(ii) make to a Client any untrue statement of a material fact or omit to
state to such Client a material fact necessary in order to make the
statements, in light of the circumstances under which they are made,
not misleading;
(iii) engage in any act, practice, or course of business that operates or
would operate as a fraud or deceit on a Client; or
(iv) engage in any manipulative practice with respect to a Client.
SECTION 3. SPECIFIC PERSONAL SECURITY TRANSACTION RULES.
The following rules are intended to prevent any suggestion or implication
that Access Persons are using their relationship with BB&K, Fund Services or the
Funds to obtain advantageous treatment to the detriment of the interests of any
Client. The restrictions in this Section 3 apply to transactions for accounts in
which an Access Person has a direct or indirect Beneficial Ownership interest.
Except as otherwise provided, these restrictions do not apply to the following
transactions:
(i) Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control.
(ii) Purchases or sales of securities which are not eligible for purchase
or sale by a Client (except for Sections 3.1 and 3.2).
(iii) Purchases or sales which are non-volitional on the part of the Access
Person.
(iv) Purchases which are part of an automatic dividend reinvestment plan.
(v) Purchases which are effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sales of such
rights so acquired.
(vi) Purchases or sales which receive the prior approval of the Chief
Compliance Officer on the basis that the potential for harm to any
Client is remote because the transactions would be very unlikely to
affect market price or liquidity, or because they clearly are not
related economically to the securities to be purchased, sold or held
by a Client, or for other reasons.
Moreover, the purchase or sale of a Covered Security by a Disinterested
Director is not subject to the requirements of Section 3 hereof if the
Disinterested Director is an Access Person solely by reason of his or her
directorship with the International Fund Group or his or her trusteeship with
the Fund Group, except where, at the time of such transaction, such
Disinterested Director knew, or in the ordinary course of fulfilling his or her
official duties as a Disinterested Director should have known, that during the
15-day period immediately preceding or after the date of the Disinterested
Director's transaction that such security was purchased or sold by the Funds or
such purchase or sale by the Funds was considered by BB&K or the Funds.
SECTION 3.1. INITIAL PUBLIC OFFERINGS. Investment Personnel may not
directly or indirectly acquire a Beneficial Ownership interest in any Security
in an Initial Public Offering without the prior approval of the Chief Compliance
Officer. Furthermore, no Access Person who is an associated person of Fund
Services may directly or indirectly acquire a Beneficial Ownership interest in
any Security in any initial public offering that may be construed as a Hot
Issue.
SECTION 3.2. LIMITED OFFERINGS. Investment Personnel may not directly or
indirectly acquire a Beneficial Ownership interest in any Security in a Limited
Offering without the prior approval of the Chief Compliance Officer. Investment
Personnel who hold a direct or indirect Beneficial Ownership interest in
Securities acquired in a Limited Offering must disclose that investment if they
participate in BB&K's subsequent consideration of an investment in the same
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issuer, and the decision to make such an investment must be reviewed
independently by Investment Personnel with no personal interest in the issuer.
SECTION 3.3. PRECLEARANCE OF OTHER INVESTMENTS. All purchases and sales of
any Covered Security by Investment Personnel must be approved by the Trading
Department of BB&K before the transaction may take place. In order to request
approval of the purchase or sale, Investment Personnel must complete and submit
to the Trading Department a Trade Authorization Request form, a copy of which is
attached as Exhibit 1. The Trading Department will review all pending trades to
see if any conflict may exist. The Trading Department will authorize or deny the
trade (generally within 24 hours), then forward the Trade Authorization Request
form to the Chief Compliance Officer for review with the trade confirmation. All
Access Persons other than Investment Personnel may trade in Covered Securities
without prior approval, provided that such persons have no actual knowledge of
the activities of Clients with respect to the subject security.
SECTION 3.4. DEALINGS WITH CLIENTS. No Access Person may knowingly sell any
portfolio security to any Client or knowingly purchase any portfolio security
from any Client.
SECTION 3.5. SHORT-TERM TRADING. Investment Personnel are prohibited from
profiting from the purchase and sale, or sale and purchase, of Covered
Securities that are recommended to, or held by, BB&K's Clients within 60
calendar days.
SECTION 3.6. SAME DAY TRADING BAN. No Access Person may knowingly execute a
transaction in a Covered Security on a day during which the Covered Security is
being actively traded, or actively considered for trading, on behalf of Client
accounts. Many of the securities which are subject to this restriction at any
particular time may be found in the then current version of the BB&K Stock List.
If you do not have direct access to the BB&K Stock List, you may contact the
Chief Compliance Officer or the Trading Department for a copy of the list.
Securities which are being added to or deleted from the BB&K Stock List on the
basis of new or revised recommendations from the Research Department are the
subject of memos which are circulated to the investment counselors and other
interested parties in BB&K.
This restriction will not be deemed to be violated when a Access Person buys or
sells a Covered Security on the same day as a Client buys or sells the same
security if:
(i) The Client's trade order was drafted after the Access Person buying or
selling the same security had already obtained the appropriate
preclearance from the Trading Department; and
(ii) Neither the Access Person nor the Trading Department knew that a trade
in that security was being actively considered for execution in a
Client's account on that day.
SECTION 3.7. SPECIAL SEVEN DAY TRADING BAN FOR INVESTMENT COUNSELORS AND
PORTFOLIO MANAGERS. No BB&K investment counselor or portfolio manager may buy or
sell a Covered Security within seven calendar days before and after a Client
account that he or she manages trades in the same (or a related) security. This
restriction will not be deemed to be violated if:
(i) The Client independently requests BB&K to buy or sell the security
during the seven calendar day period after the investment counselor or
portfolio manager executes his or her trade; and
(ii) The investment counselor or portfolio manager had no reason to know
that the Client would make such a request.
SECTION 3.8.THREE DAY TRADING BAN RELATING TO RESEARCH RECOMMENDATION
MEMOS. No Access Person may buy or sell a Covered Security for three trading
days following the receipt of of a BB&K research recommendation memo covering
such security. For calculation purposes, the first day of that three-day period
is the day that the memo is distributed within BB&K. The purpose of this
prohibition is to better assure that the investment counselors and portfolio
managers have ample opportunity to undertake trading for Client accounts
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promptly following the distribution of the memo. Under special circumstances a
trading ban in excess of three days may be announced.
SECTION 4. REPORTING REQUIREMENTS
SECTION 4.1. INITIAL HOLDINGS REPORT. No later than 10 days after a person
becomes an Access Person (other than a Disinterested Director), he or she must
prepare and file with the Chief Compliance Officer an Initial Holdings Report
that must contain the following information:
(i) The title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
Beneficial Ownership interest when the person became an Access Person;
(ii) The name of any broker, dealer or bank with whom the Access Person
maintained an account in which Securities were held for the direct or
indirect benefit of the Access Person as of the date the person became
an Access Person; and
(iii) The date that the report is submitted by the Access Person.
The Initial Holdings Report form is attached as Exhibit 2.
SECTION 4.2. QUARTERLY TRANSACTION REPORTS. No later than 10 days after the
end of each calendar quarter, each Access Person must prepare and file with the
Chief Compliance Officer a Quarterly Transaction Report that must contain the
following information:
(i) With respect to any transaction during the quarter in a Covered
Security in which the Access Person had any direct or indirect
Beneficial Ownership interest:
(a) The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of each Covered Security involved;
(b) The nature of the transaction (E.G., purchase, sale, option or
any other type of acquisition or disposition);
(c) The price of the Covered Security at which the transaction was
effected;
(d) The name of the broker, dealer or bank with or through which the
transaction was effected; and
(e) The date that the report is submitted by the Access Person.
(ii) With respect to any account established by the Access Person in which
securities were held during the quarter for the direct or indirect
benefit of the Access Person:
(a) The name of the broker, dealer or bank with which the Access
Person established the account;
(b) The date the account was established; and
(c) The date that the report is submitted by the Access Person.
The Quarterly Transaction Report form is attached as Exhibit 3.
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SECTION 4.3. ANNUAL HOLDINGS REPORTS. Annually, each Access Person (other
than a Disinterested Director) must prepare and submit to the Chief Compliance
Officer an Annual Holdings Report containing the following information (which
information must be current as of a date no more than 30 days before the report
is submitted):
(i) The title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
Beneficial Ownership interest;
(ii) The name of any broker, dealer or bank with whom the Access Person
maintains an account in which any securities are held for the direct
or indirect benefit of the Access Person; and
(iii) The date that the report is submitted by the Access Person.
The Annual Holdings Report form is attached as Exhibit 4.
SECTION 4.4. DISCLAIMER OF BENEFICIAL OWNERSHIP. The SEC allows the Initial
Holdings Report, the Quarterly Transaction Reports and the Annual Holdings
Reports to contain a statement declaring that the reporting of any transaction
or security holding is not to be construed as an admission by the reporting
person that he or she has any direct or indirect Beneficial Ownership in the
security. Using that disclaimer language may be useful in an unclear situation
to avoid the potential risk of not reporting a transaction or security holding
while at the same time avoiding prejudicing a position the person may take or
later seek to take with respect to ownership status.
SECTION 4.5 CONFIRMATIONS AND STATEMENTS. All Access Persons (other than
Disinterested Directors) must direct their banks or brokers to send duplicate
copies of confirmations of all personal securities transactions involving
Covered Securities and copies of periodic statements for all securities accounts
holding Covered Securities to the Chief Compliance Officer.
SECTION 4.6. REPORTING BY ASSOCIATED PERSONS OF FUND SERVICES. In accord
with applicable rules of the National Association of Securities Dealers, all
"associated persons" of Fund Services must give prior written notice to the
Chief Compliance Officer with respect to opening any personal brokerage account
or any account with a bank, investment adviser or other financial institution
through which securities trading will be done. This special notice requirement
is not applicable to trading in, or accounts limited to, unit investment trusts,
variable life or annuity contracts and registered open-end investment companies.
SECTION 4.7. EXEMPTIONS FROM REPORTING. Reports under Sections 4.1, 4.2,
4.3, 4.5 and 4.6 are not required with respect to transactions and accounts over
which the reporting person does not have any direct or indirect influence or
control. Furthermore, a Disinterested Director does not need to file quarterly
transaction reports unless the Disinterested Director knew or, in the ordinary
course of fulfilling his or her official duties as Disinterested Director,
should have known that, during the 15-day period immediately before or after the
Disinterested Director's transaction in a Covered Security, such security was
purchased or sold by the Funds or such purchase or sale by the Funds was
considered by BB&K or the Funds. Please note that there are some types of
transactions which are not subject to the restrictions of Section 3 (e.g.,
purchases under an automatic dividend reinvestment plan), but which are subject
to the reporting requirements of Section 4.
SECTION 4.8 ANNUAL CERTIFICATION. Annually, all Access Persons will be
required to certify that they have read and understand this Code, that they have
complied with the requirements of this Code and that they have reported all
personal securities transactions and security holdings required to be reported
pursuant to the requirements of this Code. The Annual Certification form is
attached as Exhibit 5.
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SECTION 5. OTHER RULES.
SECTION 5.1 INSIDE INFORMATION. No Access Person may use any material
non-public information, no matter how acquired, in his or her own transactions
or in the discharge of his or her responsibilities to Clients.
SECTION 5.2 DISCLOSURE OF INFORMATION; CONFIDENTIALITY. Information about
actual purchase or sale decisions, contemplated purchases or sales, or other
transactions under consideration for Clients whether or not actually authorized,
must be kept confidential. Research information on portfolio companies and other
investments must not be divulged to persons who do not have a need to know such
information in connection with their employment by BB&K, Fund Services or the
Funds. In addition, information about Clients is confidential and must not be
disclosed to persons who do not have a need to know such information in
connection with their employment by BB&K, Fund Services or the Funds. Access
Persons must use care in keeping information confidential.
SECTION 5.3 GIFTS AND OTHER PREFERENTIAL TREATMENT. An Access Person may
not in relation to the business of BB&K, the Funds or Fund Services seek or
accept from any Client or from any broker or dealer, other financial institution
or supplier or contractor to BB&K, the Funds or Fund Services (a) any gifts of
material value (I.E., in excess of $100 per year) or (b) any sort of
preferential treatment from, or special arrangements with, such person or
entity.
SECTION 5.4 FINDER'S FEES. Access Person affiliated with BB&K or Fund
Services should not become involved in negotiations for corporate financing,
acquisitions or other transactions for outside companies (whether or not held by
Clients) without the prior permission of the Chief Compliance Officer.
Specifically, no finder's or similar fee in connection with any such
transactions may be negotiated or accepted without prior permission of the Chief
Compliance Officer
SECTION 5.5 SERVICE AS A DIRECTOR. No Access Person affiliated with BB&K or
Fund Services may serve on the board of directors of a publicly traded company,
without prior authorization by the Chief Compliance Officer based upon a
determination that the board service would not be in conflict with the interests
of BB&K, Fund Services, or any Client.
SECTION 6. SANCTIONS.
Careful adherence to this Code is one of the basic conditions of employment
of every Access Person. Any Access Person may be required to give up any profit
or other benefit realized from any transaction in violation of this Code, and in
appropriate cases other sanctions may be imposed for conduct inconsistent with
this Code.
In addition, as pointed out in the preamble to this Code, certain
violations of this Code may also involve violations of law, with the possibility
of civil or criminal penalties.
SECTION 7. REVIEW AND REPORTING.
The Chief Compliance Officer will submit at least annually to the Boards of
the Funds a written report from each of the Funds, BB&K and Fund Services that
(a) describes any issues arising under this Code, or under any procedures
adopted to implement this Code, since the last such report to the Boards,
including, but not limited to, information about material violations of this
Code or such procedures and any sanctions imposed in response to such material
violations; and (b) certifies that the Funds, BB&K and Fund Services, as
applicable, have adopted procedures reasonably necessary to prevent Access
Persons from violating this Code. The Chief Compliance Officer will also report
on any recommended changes to this Code or such procedures.
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CERTIFICATION:
I have received a copy of, understand and agree to abide by the provisions
of the Code of Ethics of BB&K, Fund Services and the Funds, dated June 1, 2000.
Signed:______________________________________
Print Name:__________________________________
Dated:______________________________________
Exhibits:
(1) Trade Authorization Request Form
(2) Initial Holdings Report Form
(3) Quarterly Transaction Report Form
(4) Annual Holdings Report Form
(5) Annual Certification Form
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TRADE AUTHORIZATION REQUEST
(1) Name of Access Person requesting authorization:_______________________
(2) If different than #1, name of the person
in whose account the trade will occur: _______________________________
(3) Relationship of (2) to (1): __________________________________________
(4) Name of security and ticker symbol: __________________________________
(5) Maximum number of shares or units to be
purchased or sold or amount of bond: _________________________________
(6) Check if applicable: [ ] Purchase [ ] Sale
(7) Do you possess material nonpublic
information regarding the security
or the issuer of the security? [ ] Yes [ ] No
(8) To your knowledge, are the securities
or "equivalent" securities (i.e.,
securities issued by the same issuer)
held by one or more Funds or other
accounts managed by BB&K? [ ] Yes [ ] No
(9) To your knowledge, are there any
outstanding purchase or sell orders
for this security (or any equivalent
security) by a BB&K client, including
but not limited to any Fund managed
by BB&K? [ ] Yes [ ] No
(10) To your knowledge, are the securities
(or equivalent securities) being
considered for purchase or sale by one
or more Funds or other accounts managed
by BB&K? [ ] Yes [ ] No
(11) Are the securities being acquired in
an initial public offering? [ ] Yes [ ] No
(12) Are the securities being acquired in
a limited offering? [ ] Yes [ ] No
11
<PAGE>
(13) If you are a portfolio manager or
investment counselor, has any client
account you managed (including any
of the Funds), purchased or sold
these securities (or equivalent
securities) within the past seven
calendar days or do you expect the
account to purchase or sell these
securities (or equivalent securities)
within seven calendar days of your
purchase or sale? [ ] Yes [ ] No
(14) Have you or any account of which you
have Beneficial Ownership purchased or
sold these securities (or equivalent
Securities) in the prior 60 days? [ ] Yes [ ] No
I have read the Bailard, Biehl & Kaiser, Inc., BB&K Fund Services, Inc.,
Bailard, Biehl & Kaiser International Fund Group and Bailard, Biehl & Kaiser
Fund Group Code of Ethics, dated June 1, 2000, and represent that the proposed
trade fully complies with the requirements of the Code.
----------------------------------------
Access Person Signature
----------------------------------------
Print Name
Authorized:
----------------------------------------
Date:
----------------------------------------------
12
<PAGE>
INITIAL HOLDINGS REPORT
ACCESS PERSON'S NAME:__________________________ DATE HIRED:__________________
NAME OF BROKER, DEALER OR BANK(S) WITH WHOM YOU MAINTAINED AN ACCOUNT(S) IN
WHICH SECURITIES WERE HELD FOR YOUR DIRECT OR INDIRECT BENEFIT ON THE DATE YOU
WERE HIRED BY BB&K (OR BECAME AN ACCESS PERSON):
________________________________________________________________________________
Please list below the title, number of shares and principal amount of each
Covered Security of which you had any direct or indirect Beneficial Ownership
interest when you were hired by BB&K. (Note: Covered Securities do not include
direct obligations of the government of the U.S.; bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term debt
instruments, including repurchase agreements; and shares issued by open-end
mutual funds.) This report is made solely to comply with SEC regulations and
shall not be construed as an admission that the person submitting the report has
a Beneficial Ownership of the securities listed below. Please attach additional
sheets if more space is needed.
NUMBER OF SHARES/
PRINCIPAL AMOUNT TITLE (NAME) OF COVERED SECURITY
---------------- --------------------------------
Date Submitted: _______________ Signature:__________________________________
13
<PAGE>
QUARTERLY TRANSACTION REPORT
--------------------------------------------------------------------------------
SECURITIES TRANSACTIONS FOR CALENDAR QUARTER ENDING ____________ 20__
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Security Date Nature Amount of Price at Broker or Bank
(Common Stock unless Of Of Security Which Effecting
Otherwise indicated) Transaction Transaction Involved Effected Transaction
-------------------- ----------- ----------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
</TABLE>
For accounts opened during the quarter,
Name of broker, dealer or bank: _____________________ Date opened: ____________
Above is a record of transactions during the quarter in Covered Securities in
which I had, or by reason of which I acquired or disposed of, a direct or
indirect, beneficial ownership interest. This report is made solely to comply
with SEC regulations and shall not be construed as an admission by me that I am
the beneficial owner of the securities listed above.
____________________, 20__ _____________________________________________
Signature
* Please provide interest rate and maturity date (if applicable)
PLEASE RETURN TO JANIS HORNE
14
<PAGE>
ANNUAL HOLDINGS REPORT
ACCESS PERSON'S NAME:___________________________________________________________
NAME OF BROKER, DEALER OR BANK(S) WITH WHOM YOU MAINTAIN AN ACCOUNT(S) IN WHICH
SECURITIES ARE HELD FOR YOUR DIRECT OR INDIRECT BENEFIT:
________________________________________________________________________________
Please list below the title, number of shares and principal amount of each
Covered Security of which you had any direct or indirect Beneficial Ownership.
(Note: Covered Securities do not include direct obligations of the government of
the U.S.; bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase agreements;
and shares issued by open-end mutual funds.) The information in this report must
be current as of a date no more than 30 days before the report is submitted.
This report is made solely to comply with SEC regulations and shall not be
construed as an admission that the person submitting the report has Beneficial
Ownership of the securities listed below. Please attach additional sheets if
more space is needed.
NUMBER OF SHARES/
PRINCIPAL AMOUNT TITLE (NAME) OF COVERED SECURITY
---------------- --------------------------------
Date Submitted: _______________ Signature:__________________________________
15
<PAGE>
ANNUAL CERTIFICATION
I acknowledge that I read and understood the Code of Ethics of Bailard, Biehl &
Kaiser, Inc.,BB&K Fund Services, Inc., Bailard, Biehl & Kaiser International
Fund Group and Bailard, Biehl & Kaiser Fund Group dated June 1, 2000.
I certify that during the past year:
1. In accordance with Section 3.1, 3.2 and 3.3 of the Code of Ethics, I
have obtained prior authorization for all my personal securities transactions,
except for transactions exempt from pre-clearance under Section 3 of the Code of
Ethics.
2. In accordance with Section 4.1 of the Code of Ethics, I have fully
disclosed all my personal securities holdings and accounts on the initial
holdings report within the time required, unless exempt under Section 4.7 of the
Code of Ethics.
3. In accordance with Section 4.2 of the Code of Ethics, I have reported
all my personal securities transactions and accounts, except for transactions
and accounts exempt from reporting under Section 4.7 of the Code of Ethics.
4. In accordance with Section 4.3 of the Code of Ethics, I have fully
disclosed all my personal securities holdings and accounts on the annual
holdings report within the time required, unless exempt under Section 4.7 of the
Code of Ethics.
5. I have complied with the Code of Ethics in all other respects as well.
---------------------------------------
Access Person Signature
---------------------------------------
Print Name
Dated:
---------------------------------
16
