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Exhibit (p)(3)
BLAIRLOGIE CAPITAL MANAGEMENT
CODE OF ETHICS
Effective May 1 1999
INTRODUCTION
This Code of Ethics is based upon the principle that you, as an officer or
employee of Blairlogie Capital Management (Partnership), owe a fiduciary duty to
the shareholders of the registered investment companies (the Funds) and other
clients (together with the Funds, the Advisory Clients) for which the
Partnership serves as an adviser or subadviser. Accordingly, you must avoid
activities, interests and relationships that might interfere or appear to
interfere with making decisions in the best interests of our Advisory Clients.
At all times you must:
1. Place the interests of our Advisory clients first. In other words, as a
fiduciary you must scrupulously avoid serving your own personal interests
ahead of the interests of our Advisory Clients. You may not cause an
Advisory Client to take action, or not to take action, for your personal
benefit rather than the benefit of the Advisory Client. For example, you
would violate this Code if you caused an Advisory Client to purchase a
Security you owned for the purpose of increasing the price of that
Security. If you are a portfolio manager or an employee who provides
information or advice to a portfolio manager or helps execute a portfolio
manager's decisions (each, a Portfolio Employee), you would also violate
this Code if you made a personal investment in a Security that might be an
appropriate investment for an Advisory Client without first considering the
Security as an investment for the Advisory Client.
2. Conduct all of your personal securities transactions in full compliance
with this Code and the Partnership Insider Trading Policy. You must not
take any action in connection with your personal investments that could
cause even the appearance of unfairness or impropriety. Accordingly, you
must comply with the policies and procedures set forth in this Code under
the heading Personal Dealings by Employees. In addition, you must comply
with the policies and procedures set forth in the Partnership Insider
Trading Policy. Doubtful situations should be resolved against your
personal trading.
3. Avoid taking inappropriate advantage of your position. The receipt of
investment opportunities, gifts or gratuities from persons seeking business
with the Partnership directly or on behalf of an Advisory Client could call
into question the independence of your business judgment. Accordingly, you
must comply with the policies and procedures set forth in this Code.
Doubtful situations should be resolved against your personal interest.
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COMPLIANCE
You are required to acknowledge receipt of your copy of this Code. A form for
this purpose is attached as Appendix II.
You are required to certify upon commencement of your employment and annually
thereafter, that you have read and understood the Code and recognise that you
are subject to the Code. A form for this purpose is attached as Appendix III.
PERSONAL DEALINGS BY EMPLOYEES
Blairlogie is obliged to ensure that all employees act in conformity with
appropriate arrangements on propriety in personal dealings. For the avoidance
of doubt, Blairlogie has designed a pre-clearance procedure for every personal
securities transaction. Each one must be approved, in writing, in advance, by
the Compliance Officer (CO), or in the case of the CO, or in the CO's absence,
by the Chief Investment Officer (CIO) or the Chief Executive Officer (CEO).
A Personal Transaction Schedule must be submitted, showing the following
information:- name of security, desired date of transaction, approx sterling
value, executing broker. The form for this purpose is attached to this Code as
Appendix IV. Approval will only be valid until the end of the approved trading
day. The employee must arrange for a broker's contract note to be sent to the
CO for every transaction executed.
Transactions in Futures or Options on Commodities or Currencies are not
permitted. Transactions in Futures or Options on broad-based Securities Indices
are permitted with pre-clearance. Prior approval must be sought for
transactions in IPOs and Private Placements.
"Personal Dealings" will also include transactions executed on behalf of any
Connected Persons for which the employee may transact. A Connected Person is
any person acting under the employee's advice or judgement.
Securities may not be transacted when there is a pending transaction in the same
security for a client, or within five business days after completion or
withdrawal of a client transaction.
The CO keeps a duplicate of each Personal Transaction Schedule and, at the end
of each quarter, matches the duplicate and original copies submitted by each
person. A file of employee's schedules is kept.
Within 10 days after the end of each calendar quarter, all employees must
complete the Quarterly Declaration on their copy of the Personal Transaction
Schedule and submit it to the CO. If the pre-approved transaction was made, a
copy of the broker confirmation must also be attached. If the transaction was
not made, this must be noted on the schedule and submitted to the CO. If no
transactions were undertaken, enter NONE and sign the schedule. The
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confirmations must, in the aggregate, provide all of the information required by
Appendix IV. If they do not, you must provide the required information on the
schedule.
All employees must disclose holdings of all securities of which they have
beneficial ownership upon commencement of employment and annually thereafter.
The form for this purpose is attached to this Code as Appendix I.
EXCEPTIONS
1. These procedures apply to trades in publicly-quoted stocks, options or
warrants and funds managed by Blairlogie. Trades in open-end Mutual Funds
(other than trades in shares of unit trusts or mutual funds offered in an
IPO or Private Placement or which are managed by Blairlogie), UK and US
Government Securities and certain Money Market Instruments, do not require
pre-clearance or inclusion in quarter-end returns. Please contact the CO if
you are unsure whether a transaction requires pre-clearance.
2. If an employee retains an independent adviser on a discretionary basis,
transactions for such accounts are not subject to the pre-clearance
requirement, except that transactions in IPOs and Private Placements always
require pre- clearance. All such arrangements must be disclosed to the CO,
and all transactions by such advisers must be reported quarterly, as above.
PRIVATE CONFLICTS OF INTEREST
1. GIFTS
No employee must offer, give, solicit or accept any gift or inducement
which is likely significantly to conflict with his/her duties towards
clients and/or the firm.
Blairlogie has thus developed the general guideline that all gifts or
inducements offered or received exceeding (Pounds)20 in value must be
cleared with the CEO or the CIO. Particular consideration is given to:
1. The size of the gift. If it is a token gift worth less than
(Pounds)20, it is probably acceptable.
2. The circumstances of the gift. If there is not an apparently
acceptable and appropriate reason for the gift, it may be questioned.
3. Business Entertainment. Meal invitations, or occasional hospitality
to sporting or artistic events are acceptable. Avoid accepting or
offering lavish or repeated blandishments from or to someone
particularly where the offeror has a lot to gain by influencing the
recipient.
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2. OUTSIDE INTERESTS
Blairlogie does not permit them if they might interfere with an employee's
job performance or conflict with a clients' interests. Any outside
business interests must be pre-cleared in writing with the CO.
3. BORROWING
No employee may borrow from a client, except a bank which regularly lends
to individuals. Nor may employees accept favoured loans from any other
source - for example credit facilities from a broker or counterparty in
personal transactions - without the CO's written permission.
4. FIDUCIARY APPOINTMENTS
All trustee and executorships must be declared in writing to the CO by all
employees, and written permission must have been obtained before accepting
personal fiduciary appointments outside Blairlogie.
INSIDER TRADING
It is illegal for employees to use "inside information" to purchase or sell
financial securities (such as stocks, bonds or options). Inside information is
material, confidential information which is not yet known to the public and
which a prudent person would find important in making a decision to buy or sell.
Law requires that you do not use inside information to profit or reduce losses
from buying or selling financial securities. This means that you may not use
confidential information to trade in the securities of any company, including
ours. Also, employees are restricted from conveying inside information to non-
employees via any method of communication. Examples of confidential information
include: tender offers, anticipated acquisitions, earnings forecasts, regulatory
approvals, joint ventures and licensing agreements.
Securities law violations are taken very seriously. Government agencies are
able to monitor trading activities through computerised records searches, with
violations of law resulting in civil and criminal penalties against both the
Partnership and individual employees. If you are uncertain about the type of
information you possess, or to learn more about these laws, you should consult
the CO.
Note that employees in supervisory positions can also be penalised if they
deliberately or recklessly fail to prevent insider trading by employees under
their supervision. Violations can result in criminal and civil penalties.
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PROCEDURES AGAINST INSIDER TRADING
1. No employee or officer who possesses material non-public information
relating to the Partnership or any of its affiliates may buy or sell any
securities of the Partnership or engage in any other action to take
advantage of, or pass on to others, such material non-public information.
2. No employee or officer of the Partnership who obtains material non-public
information, which relates to any other company or entity, in circumstances
in which such person is deemed to be an insider, or is otherwise subject to
restrictions, may buy or sell securities of that company or otherwise take
advantage of, or pass on to others, such material non-public information.
3. No employee shall engage in a securities transaction with respect to any
securities of any other company, except in accordance with the specific
procedures set forth in this Code of Ethics.
4. Employees shall submit reports concerning each securities transaction and
verify their personal ownership of securities in accordance with the
procedures set forth in this Code of Ethics.
5. Because even inadvertent disclosure of material non-public information to
others can lead to significant legal difficulties, do not discuss material
non- public information about the Partnership or other companies with
anyone, including other employees, except as required in the performance of
your regular duties. In addition, care should be taken so that such
information is securely held.
6. If you have any doubts or questions as to the materiality or non-public
nature of information in your possession or as to any of the applicability
or interpretation of any of the foregoing procedures or as to the propriety
of any action, you should contact the CO. Until advised to the contrary by
the CO, you should presume that the information is material and non-public
and you should not trade in the securities or disclose this information to
anyone.
July 2000
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Appendix I
PERSONAL SECURITIES HOLDINGS
In accordance with the Code of Ethics, please provide a list of all securities
(other than exempt securities) in which you or any account in which you
currently have a pecuniary interest has a beneficial interest and all securities
(other than exempt securities) in non-client accounts for which you make
investment decisions. This includes not only securities held by brokers, but
also Securities held at home, in safe deposit boxes, or by an issuer.
Employee Name ________________________
If different from above, name of the person
in whose name the account is held ________________________
Relationship of above ________________________
Broker at which account is held ________________________
Account Number ________________________
Phone Number of Broker ________________________
For each account, attach your most recent account statement listing securities
in that account. If you own securities that are not listed in an attached
account statement, list them below (Attached separate sheet if necessary):
Name of Security Quantity Value Custodian
1. _________________ ___________ ___________ ___________
2. _________________ ___________ ___________ ___________
3. _________________ ___________ ___________ ___________
4. _________________ ___________ ___________ ___________
5. _________________ ___________ ___________ ___________
I certify that this form and the attached statements (if any) constitute all of
the Securities of which I have Beneficial Ownership as defined in the Code.
__________________________
Signature
__________________________
Date
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Appendix II
ACKNOWLEDGMENT CERTIFICATION
Code of Ethics
BLAIRLOGIE CAPITAL MANAGEMENT
I hereby certify that I have read and understand the attached Code of Ethics.
Pursuant to such Codes, I recognize that I must disclose or report all personal
securities transaction required to be disclosed or reported thereunder and
comply in all other respects with the requirements of the Codes. I also agree
to cooperate fully with any investigation or inquiry as to whether a possible
violation of the foregoing Codes has occurred. I understand that any failure to
comply in all aspects with the foregoing and these policies and procedures may
lead to sanctions including dismissal.
Date: __________________________ ________________________
Signature
________________________
Print Name
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Appendix III
ANNUAL CERTIFICATION OF COMPLIANCE
BLAIRLOGIE CAPITAL MANAGEMENT
I hereby certify that I have complied with the requirements of the Code of
Ethics for the year ended December 31, 20__. Pursuant to such Codes, I have
disclosed or reported all personal securities transactions required to be
disclosed or reported thereunder and complied in all other respects with the
requirements of such Codes. I also agree to cooperate fully with any
investigation or inquiry as to whether a possible violation of the foregoing
Codes has occurred.
Date: __________________________ ________________________
Signature
________________________
Print Name
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Appendix IV
PERSONAL SECURITIES TRANSACTIONS
(IMRO COMPLIANCE - CHAPTER IV, Section 1.5.)
PRIOR APPROVAL
Prior approval by the Compliance Officer (or, in her absence the Chief
Investment Officer or Chief Executive Officer) is required for any securities
transaction undertaken by an employee or by a person acting under an employee's
advice or judgement (a connected person as defined by IMRO) or where beneficial
interest exists.
Transactions are not permitted where:
a. you possess material non-public information re the security or its issuer or
the transaction would contravene statutory restrictions on Insider Dealing.
b. for any Blairlogie client, there are outstanding buy or sell orders for this
security, or its equivalent, or any purchase or sale is being considered or any
purchase or sale has occurred within the last seven calendar days or is expected
within the next seven calendar days.
c. they contravene the Blairlogie Capital Management Code of Ethics.
If the security is a BCM holding, the CO may reject the proposed transaction.
When transacting personal business, you must ensure that the broker or
counterparty knows that you are an employee of an IMRO member and you must not
request or accept any credit or special dealing facilities without the specific
consent of the Compliance Officer. Enter each proposed transaction on the
schedule overleaf and obtain the Compliance Officer's written consent before
dealing.
Transactions in open-ended Mutual Funds managed or sub-advised by Blairlogie
need to be precleared and included in quarter-end returns. Transactions in
other open-ended funds do not need to be pre-cleared or included in quarter end
returns. Note that closed-end funds such as Investment Trusts and most country
funds are securities which require pre-clearance.
Transactions in Commodities or Currency Futures or Options are not permitted.
However, Futures or Options on broad-based securities indices are permitted with
preclearance.
Transactions in IPOs and Private Placements must always be pre-cleared.
QUARTERLY SUMMARY
Within 10 days of the end of each calendar quarter, each employee must complete
the declaration at the bottom of the schedule overleaf and return it to the
Compliance Officer. If the pre-approved trade was made, a copy of the
broker/counterparty confirmation must be attached. If the trade was not made,
this must be noted on the schedule. If no transactions were undertaken, enter
NONE and sign.
IF IN ANY DOUBT, CONSULT THE COMPLIANCE OFFICER BEFORE ACTING.
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BLAIRLOGIE CAPITAL MANAGEMENT
PERSONAL TRANSACTIONS
PRIOR APPROVAL AND QUARTERLY SUMMARY
NAME.......................................................
QUARTER ENDED .....................................200.....
I HEREBY REQUEST COMPLIANCE OFFICER APPROVAL FOR THE FOLLOWING TRANSACTIONS: I
confirm that the transactions requested do not contravene any of the exclusions
listed overleaf. ( Prior Approval is required for each transaction and is valid
for 24 hours. Add each additional transaction to the schedule and resubmit.)
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Date/Time Buy/Sell & Security Name BCM Client Approximate Compliance Officer Date
Requested Broker Holding Y/N Sterling Value Approval Traded
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QUARTERLY DECLARATION
I hereby declare that the schedule above together with attached copies of broker
confirmations represents all the transactions undertaken during the quarter
noted above and all the information that I am required to report in accordance
with IMRO rules and the Blairlogie Code of Ethics. These include both personal
transactions and any other transactions (e.g. family or trust funds or other
Connected Person) over which I have any influence. I confirm that I have read
the BCM Code of Ethics within the last 12 months and I believe that the above
transactions fully comply with the requirements of the Code.
Signed.............................................Date...............
Q-end countersigned by Compliance Officer
...................................................Date...............
