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CLARION CRA SECURITIES
CODE OF ETHICS
Clarion CRA Securities, L.P.("CRA") is confident that its officers, Directors,
and Access Employees act with integrity and good faith. CRA recognizes, however,
that personal interests may conflict with CRA's clients' interests (to include
the interests of shareholders of registered investment companies which CRA
manages or sub-advises) where Access Employees:
- Know about present or future portfolio transactions; or
- Have the power to influence portfolio transactions; and
- Engage in securities transactions for their personal account(s)
In an effort to prevent any conflicts from arising and in accordance with Rule
17j-1 (the "Rule") under the Investment company Act of 1940, CRA has adopted
this Code of Ethics (the "Code") to address transactions that may create (or
appear to create) conflicts of interest and to establish reporting requirements
and enforcement procedures. (Definitions of Capitalized terms are included in
Exhibit A).
I. STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in CRA, and because CRA
believes that its operations should benefit its clients, CRA has adopted
the following universally applicable principles:
A. The interests of its clients are paramount. Access Employees must
place client interests before their own.
B. Access Employees must accomplish all personal securities transactions
in a manner that avoids any conflict (or the appearance of a conflict)
between their personal interests and those of its clients.
C. Access Employees must avoid actions or activities that bring into
question their independence or judgment.
II. REPORTING REQUIREMENTS
A. The Compliance Officer's Duties and Responsibilities
1. The Compliance Officer shall notify each person who becomes an
Access Employee of CRA and who is required to report under this
Code of Ethics their reporting requirements no later than ten days
before the first quarter in which such person is required to begin
reporting.
2. Confidentiality: All reports and other information submitted to
the Compliance Officer pursuant to this Code will be treated as
confidential.
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B. Initial Holding Reports
Access Employees must submit a listing of all Securities Beneficially
Owned, as well as all of their securities accounts, as of the date
they are first subject to this Code's reporting requirements. Such
reports need not show transactions effected for, or securities held
in, personal securities accounts over which the Access Employee has
no direct or indirect influence or control, securities of registered
open-end investment companies and other Exempted Securities under
the Code. Access Employees must submit this list to the Compliance
Officer within ten days of the date first subject to this Code's
reporting requirements. An Initial Holdings Report Form is attached
as Exhibit B.
C. Annual Holdings Reports
Within 30 days of the end of the calendar year, Access Employees must
submit to the Compliance Officer a listing of all Covered Securities
Beneficially Owned, as well as all of their securities accounts in
which said securities are held. The list must be current as of the end
of the calendar year. Such reports need not show transactions effected
for, or securities held in, personal securities accounts over which
the Access Employee has no direct or indirect influence or control
("Excluded Accounts"). An Annual Holdings Report Form is attached as
Exhibit C.
D. Quarterly Transaction Reports
1. Each quarter, Access Employees must report all of their Covered
Securities transactions effected, as well as any Covered Securities
Accounts established during the quarter. They must submit their
report to the Compliance Officer no later than ten days after the
end of each calendar quarter. A Quarterly Personal Securities
Transactions Report Form is included as Exhibit D.
2. If Access Employees had no reportable transactions and did not open
any Non-Exempted Securities Accounts during the quarter, they are
still required to submit a transaction report, noting that there
were no reportable items during the quarter. It should be signed
and dated before submission.
E. Pre-Approval of Investments in IPOs and Limited Offerings
Access Employees must obtain approval from the Compliance Officer
before directly or indirectly acquiring Beneficial Ownership of any
Security offered in connection with an IPO or Limited Offering.
III. ISSUES ARISING FROM DISCLOSURES
A. The Compliance Officer will, on a quarterly basis, compare all
reported personal securities transactions with the client's completed
account transactions and a list of securities that were being
considered for purchase or sale by CRA during the period to determine
whether a Code violation may have occurred.
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B. If the Compliance Officer finds that a Code violation may have
occurred, or believes that a Code violation may have occurred, the
Compliance Officer must obtain a confidential report and any
explanatory material from the Access Employee. The Compliance
Officer will determine whether the Access Employee violated the
Code.
C. No Access Employee is required to participate in a determination of
whether he or she has committed a Code violation or discuss the
imposition of any sanction against himself or herself.
D. If the Compliance Officer finds that an Access Employee has
violated the code, the Compliance Officer will approve a proposed
resolution of the situation or, if appropriate, impose upon the
Access Employee sanctions that the Compliance Officer deems
appropriate and will report the violation and the resolution and/or
sanction imposed to the CRA executive committee or board of any
registered investment companies for which CRA acts as an adviser
unless, in the sole discretion of the Compliance Officer,
circumstances warrant an earlier report.
IV. RECORDKEEPING
CRA will maintain records as set forth below. These records will be
maintained in accordance with Rule 204-2 and Rule 17j-1 under the 1940
Act and the following requirements. They will be available for
examination by representatives of the Securities and Exchange
Commission and other regulatory agencies.
A. A copy of this Code and any other code adopted by CRA, which is, or
at any time within the past five years has been, in effect, will be
preserved in an easily accessible place.
B. A record of any Code violation and of any sanctions taken will be
preserved in an easily accessible place for a period of at least
five years following the end of the fiscal year in which the
violation occurred.
C. A copy of each Quarterly Transaction Report, Initial Holdings
Report, and Annual Holdings Report submitted under this Code will
be preserved for a period of at least five years from the end of
the fiscal year in which it is made, including for the first two
years in an easily accessible, confidential and secured place.
D. A record of all Access Employees, currently or within the past five
years, who are or were required to submit reports under this Code,
or who are or were responsible for reviewing these reports, will be
maintained in an easily accessible place.
E. A copy of each annual report of issues arising under this Code must
be maintained for at least five years from the end of the fiscal
year in which it is made, for the first two years in an easily
accessible place.
F. CRA must maintain a record of any decision, and the reasons
supporting the decision, to approve the acquisition of securities
acquired in an IPO or Limited Offering, for at least five years
after the end of the fiscal year in which the approval is granted.
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V. ANNUAL WRITTEN REPORT FOR MUTUAL FUND CLIENTS
At least once a year, CRA will provide to the Board of any registered
investment companies for which it acts as an Adviser ("Board") a WRITTEN
report that includes:
A. Issues arising under the Code for registered investment companies.
The reports must describe any issue(s) that arose during the
previous year under the Codes or procedures thereto, including any
material code or procedural violations, and any resulting
sanction(s);
B. The Compliance Officer may report to the Board more frequently as
the Compliance Officer deems necessary or appropriate and shall do
so as requested by the Board; and
C. Certification. Each report must be accompanied by a certification
to the Board that CRA has adopted procedures reasonably necessary to
prevent its Access Employees from violating its Code of Ethics.
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EXHIBIT A
DEFINITIONS
GENERAL NOTE:
THE DEFINITIONS AND TERMS USED IN THIS CODE OF ETHICS ARE INTENDED TO MEAN
THE SAME AS THEY DO UNDER THE 1940 ACT AND THE OTHER FEDERAL SECURITIES
LAWS. IF A DEFINITION HEREUNDER CONFLICTS WITH THE DEFINITION IN THE
1940 ACT OR OTHER FEDERAL SECURITIES LAWS, OR IF A TERM USED IN THIS CODE
IS NOT DEFINED, YOU SHOULD FOLLOW THE DEFINITIONS AND MEANINGS IN THE
1940 ACT OR OTHER FEDERAL SECURITIES LAWS, AS APPLICABLE:
ACCESS EMPLOYEES:
Any officer of the investment adviser;
Any advisory person of CRA who, with respect to any clients or registered
investment companies, makes any recommendation, participates in the
determination of which recommendation will be made, or whose principal
function or duties relate to the determination of which recommendation will
be made, or who, in connection with his or her duties, obtains any
information concerning recommendations on Covered Securities being made by
CRA to any account.
COVERED SECURITIES:
A security as defined in Section 2(a)(36) of the Act [15 U.S.C. 80a-2(a)(36)]
except that it does not include Exempted Securities.
EXEMPTED SECURITIES:
Direct obligations of the U.S. Government or its agencies; bankers'
acceptances, bank certificates of deposit, commercial paper, high quality
short-term debt instruments, money market funds including repurchase
agreements; or shares issued by registered, open-end investment companies.
BENEFICIALLY OWNED:
Any securities in which the Access Employee has a direct or indirect
pecuniary interest. This includes securities held by the Access Employee's
spouse, his/her minor children, a relative who shares his/her home, or other
persons by reason of any contract, arrangement, understanding or relationship
that provide the Access Employee with sole or shared voting or investment
power.
EXCLUDED ACCOUNTS:
Transactions effected in any account over which neither the investment
adviser nor any Access Employee of the investment adviser has any direct or
indirect influence or control.
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INITIAL PUBLIC OFFERING ("IPO"):
Offering of securities registered under the Securities Act of 1933, the
issuer of which, immediately before registration, was not subject to the
reporting requirements of section 13 or section 15(d) of the Securities
Exchange Act of 1934.
LIMITED OFFERING:
An offering that is exempt from registration under the Securities Act of 1933
pursuant to Section 4(2), Section 4(6), Rule 504 or Rule 506 (e.g. any private
offering of securities, including private placements, venture capital
activities, and business deals with family or relatives).
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EXHIBIT B
CLARION CRA SECURITIES, L.P.
INITIAL HOLDINGS REPORT
Name of Reporting Person:_____________________________________________________
Date Person Became Subject to the Code's Reporting Requirements:______________
Information in Report Dated as of:____________________________________________
Date Report Due:______________________________________________________________
Date Report Submitted:________________________________________________________
SECURITIES HOLDINGS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Name of Issuer and Title of No. of Shares (if applicable) Principal Amount, Maturity Date
Security and Interest Rate (if applicable)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities holdings to report, please check here. / /
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue._____________________________
______________________________________________________________________________
SECURITIES ACCOUNTS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Name(s) on and Type of Account
-----------------------------------------------------------------------------------------------------------
<S> <C>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities accounts to report, please check here. / /
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
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Signature Date
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EXHIBIT C
CLARION CRA SECURITIES, L.P.
ANNUAL HOLDINGS REPORT
Name of Reporting Person:_____________________________________________________
Information in Report Dated as of:____________________________________________
Date Report Due:______________________________________________________________
Date Report Submitted:________________________________________________________
Calendar Year Ended: December 31,_________
SECURITIES HOLDINGS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Name of Issuer and Title of No. of Shares (if applicable) Principal Amount, Maturity Date
Security and Interest Rate (if applicable)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities holdings to report for the year, please check
here. / /
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue._____________________________
______________________________________________________________________________
SECURITIES ACCOUNTS
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities accounts to report for the year, please check
here. / /
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
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Signature Date
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EXHIBIT D
CLARION CRA SECURITIES, L.P.
QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT
Name of Reporting Person: _____________________________________________________
Calendar Quarter Ended: _______________________________________________________
Date Report Due: ______________________________________________________________
Date Report Submitted: ________________________________________________________
SECURITIES TRANSACTIONS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Principal
Name of Amount, Name of Broker,
Issuer and No. Of Maturity Date Dealer or Bank
Date of Title of Shares (if and Interest Rate Type of Effecting
Transaction Security applicable) (if applicable) Transaction Price Transaction
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>
If you had no reportable transactions during the quarter, please check
here. / /
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue._____________________________
______________________________________________________________________________
SECURITIES ACCOUNTS
If you established an account within the quarter, please provide the
following information:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
</TABLE>
If you did not establish a securities account during the quarter, please check
here. / /
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
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Signature Date
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EXHIBIT E
ACCESS PERSONS AND OFFICERS
The following named individuals are determined to be persons covered by the
Code of Ethics of Clarion CRA Securities, L.P.:
ACCESS PERSONS: Steven D. Burton
Kenneth D. Campbell
Marilyn Driesen
T. Ritson Ferguson
Jarrett B. Kling
Sylvia K. M. Lee
Lori A. Pachelli
Christopher S. Reich
Sherry L. Rexroad
Joseph P. Smith
Heather A. Trudel
Diane L. Wade
OFFICERS: Steven D. Burton
Kenneth D. Campbell
T. Ritson Ferguson
Jarrett B. Kling
Sherry L. Rexroad
COMPLIANCE OFFICER: Kenneth D. Campbell
ASSISTANT COMPLIANCE OFFICER: T. Ritson Ferguson
