Exhibit 23(p)(6)
Final
PANAGORA ASSET MANAGEMENT, INC.
CODE OF ETHICS
MARCH 1, 2000
As amended from previous version and to comply with the amended Rule 17j-1 under
the Investment Company Act Approved 2/28/00, Effective 3/01/00
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PANAGORA ASSET MANAGEMENT, INC.
CODE OF ETHICS
STATEMENT OF POLICY
PanAgora Asset Management, Inc ("PanAgora") is committed to maintaining the
highest ethical standards in connection with its clients including Registered
Investment Companies ("PanAgora Managed Fund"). Dishonesty, self-dealing,
conflicts of interest and trading on material non-public information will not be
tolerated. The Code reflects PanAgora's views on dishonesty, self-dealing and
conflicts of interest. Every person who has been designated as an "Access
Person" is required to read the Code annually and to certify that he/she has
complied with its provisions and with the reporting
Section 17(j) of the 1940 Act provides, among other things, that it is unlawful
for any Access Person of PanAgora to engage in any act, practice or course of
business in connection with the purchase or sale, directly or indirectly, by
such Access Person of any Security held or to be acquired by a client that is an
investment company registered under the Investment Company Act of 1940 in
contravention of such rules and regulations as the Securities and Exchange
Commission (the "Commission") may adopt to define and prescribe means reasonably
necessary to prevent such acts, practices or courses of business as are
fraudulent, deceptive or manipulative.
It is the policy of PanAgora that no Access Person shall engage in any act,
practice or course of conduct that would violate the provisions of Section 17(j)
and the rules thereunder. The fundamental position of PanAgora is, and has been,
that each Access Person shall place at all times the interests of the client
ahead of his. Accordingly, private Securities transactions by Access Persons
must be conducted in a manner consistent with this Code so as to avoid any
actual or potential conflict of interest or any abuse of an Access Person's
position of trust and responsibility. Further, Access Persons should not take
inappropriate advantage of their positions with or relationships to any client.
Without limiting in any manner the fiduciary duty owed by Access Persons or the
provisions of this Code, it should be noted that PanAgora considers it proper
that purchases and sales be made by its Access Persons in the marketplace of
Securities owned by a client; provided, however, that such personal Securities
transactions comply with the spirit of, and the specific restrictions and
limitations set forth in, this Code. In making personal investment decisions
with respect to any Security, extreme care must be exercised by Access Persons
to ensure that the prohibitions of this Code are not violated. Further, personal
investing by Access Persons should be conducted in such a manner so as to
eliminate the possibility that the Access Person's time and attention is being
devoted to his personal investments at the expense of time and attention that
should be devoted to management of a client. It should be emphasized that
technical compliance with the procedures, prohibitions and limitations of this
Code will not automatically insulate from scrutiny personal Securities
transactions by an Access Person which show a pattern of abuse of his/her
fiduciary duty to any client.
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I. APPLICABILITY
This Code of Ethics ("Code") establishes rules of conduct for "Access Persons"
of PanAgora Asset Management, Inc. ("PanAgora"). For purposes of this Code
"Access Person" shall mean:
any officer, director or employee of PanAgora. The term Access Person
shall also mean any other person or entity that is an "access person"
as defined in Rule 17j-1 under the Investment Company Act of 1940. As
of the date of this Code, PanAgora has made a determination that no
person who is an officer or employee of its stockholders (except if
they are also officers or directors of PanAgora) are within the
definition of Access Person under Section 17j-1. The Designated
Supervisory Person shall monitor the continuing validity of that
determination.
II. PRE-CLEARANCE AND BLACK-OUT PERIOD
A. No Access Person shall purchase or sell, directly or indirectly,
any security in which he has, or by reason of a transaction
acquires, any direct or indirect beneficial ownership (as defined
in Attachment A hereto) without pre-clearance of the Designated
Supervisory Person if such purchase or sale occurs within two
(2) business days before or after any calendar month-end (i.e.
"Monthly Cycle Black-Out") without such pre-clearance and
approval. Such Monthly Cycle Black-Out has been selected in light
of the nature of PanAgora's investment management style and the
otherwise regular rebalances of portfolios in the normal course
of business. Access persons are encouraged, but subject to
pre-clearance not required, to primarily engage in personal
security transactions outside the Monthly Cycle Black-Out.
B. No Access Person may, directly or indirectly, purchase any
Security sold in an Initial Public Offering or pursuant to a
Private Placement Transaction without obtaining prior written
approval from the Designated Supervisory Person.
An Access Person seeking approval to acquire a Security in an
Initial Public Offering or Private Placement Transaction must
submit a request in the form prescribed by the Designated
Supervisory Person describing the issuer and the investment and
other relevant facts and circumstances.
In considering such a request, the Designated Supervisory Person
will take into account, among other considerations, whether the
investment opportunity should be reserved for PanAgora clients,
whether the opportunity is being offered to you by virtue of your
position at PanAgora and whether the opportunity is likely to
present actual or perceived conflicts of interest with PanAgora
duties to its clients either now or in the future.
If you have been authorized to acquire a Security in a private
placement transaction you must disclose such investment when you
are involved in subsequent consideration of an investment in the
issuer, even if that investment involves a
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different type or class of Security. In such circumstances, the
client's decision to purchase securities of the issuer must be
independently reviewed by an Investment Person with no personal
interest in the issuer.
C. No Access Person shall disclose any information about a PanAgora
Managed Fund's security holdings or account balances to any
persons outside PanAgora, or discuss any such matters with any
person within PanAgora whose responsibilities do not require
knowledge of the information. If any such claim is made by an
outside party, the Designated Supervisory Person Supervisory
person shall make a determination of the validity of such claim in
light of facts and circumstances, PanAgora's general
non-disclosure policy and any pertinent state, federal or
international law.
For purposes of this Code the term "security" shall not include securities
issued or guaranteed as to principal or interest by Governments of the United
States or its instrumentalities ("Government Securities"), bankers' acceptances,
bank certificates of deposit, commercial paper shares of registered open-end
investment companies (i.e. mutual funds) or "index basket" and options, futures
or other derivatives in each case tied to recognized broad-market indices. Any
questions as to broad-market indices should be directed to the Designated
Supervisory Person prior to such transaction.
III. EXEMPT TRANSACTIONS
The prohibitions described in Paragraph A of Article II shall not apply to the
following (however the reporting standards in Section IV shall apply):
A. Any securities transaction, or series of related transactions,
involving either the greater of (i) 500 shares or less OR (ii) a total
transaction value of $25,000 or less (number of shares times share
price at the time of purchase);
B. Purchases or sales that are non-volitional on the part of the Access
Person;
C. Purchases that are part of an automatic dividend reinvestment plan
(DRIP);
D. Purchases 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 the issuer, and sales of such rights so
acquired;
E. Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control;
F. Purchases or sales for which the Access Person has received prior
approval from the Designated Supervisory Persons. (Prior approval shall
be granted only if a purchase or sale of securities is consistent with
the purposes of this Code and Section 17(j) of the Investment Company
Act of 1940 and rules thereunder. To illustrate, a purchase or sale
shall be considered consistent with those purposes if the purchase or
sale would be unlikely to affect a highly institutional market, or
because such purchase or sale is clearly not related economically to
the securities held, purchased or sold by the PanAgora Managed Fund.)
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IV. REPORTING REQUIREMENTS
Every Access Person must report certain information about each transaction by
which the Access Person acquires any direct or indirect beneficial ownership of
a security.
A. Quarterly Reporting
An Access Person must submit the report, required by this Article IV
with respect to each transaction in a security in any calendar quarter,
to the Designated Supervisory Person no later than 10 days after the
end of the calendar quarter in which the transaction to which the
report relates was effected. The form of quarterly report shall be
prescribed from time to time by the Designated Supervisory Person
Supervisory Person.
A report must contain the following information:
o The date of the transaction, the title and the number of shares, and
the principal amount of each security involved;
o The nature of the transaction (i.e., purchase, sale or other
acquisition or disposition);
o The price at which the transaction was effected; and
o The name of the broker, dealer, bank, or issuing company with or
through whom the transaction was effected.
Any report submitted to comply with the requirement of this Article IV may
contain a statement that the report shall not be construed as an admission by
the person making such report that he has any direct or indirect beneficial
ownership in the security to which the report relates.
An Access Person will be deemed to have complied with the requirements of this
Article IV by causing duplicate monthly brokerage statements and confirmations
on which all transactions required to be reported hereunder are described to be
sent to the Designated Supervisory Person.
B. Annual and Initial Personal Holdings Reporting Requirements
Each Access Person must certify annually (by paper or electronic means
specified by the Designated Supervisory Person from time to time) that
he or she (i) has read and understood this Code and recognizes that he
or she is subject hereto, (ii) has complied with the requirements of
this Code of Ethics and (iii) has disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant
to the requirements of this Code. Additionally, each Access Person
shall provide a report of Securities in which the Access Person has a
beneficial Ownership. The information in the report shall be as of a
date within 30 days of filing the report.
Within 10 days after becoming an Access Person (i.e. a new PanAgora
employee), each Access Person must file with the Designated Supervisory
Person a report (by paper or electronic means specified by the
Designated Supervisory Person) of all such Securities in which such
Access Person has a Beneficial Ownership. In the case of the initial
holdings report, the information must be as of the date the person
became an Access Person.
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In both cases stated above, these reports must contain the following
information as to each security: the title and number of shares or
principal amount so owned or controlled; the name of any dealer, or
bank maintaining the account in which such Security is held; and the
date the report is submitted.
V. REVIEW OF REPORTS
The Designated Supervisory Person shall compare the reported personal Securities
transactions of each Access Person with completed and contemplated portfolio
transactions of the PanAgora Managed Funds to determine whether a violation of
the Code may have occurred. The Designated Supervisory Person shall also compare
reported personal securities transactions during the year with the annual report
submitted by the person. In the case of reports of personal Securities
transactions of the Designated Supervisory Person, the Alternative Designated
Supervisory Person shall perform such comparison. Before making any
determination that a violation has been committed by an Access Person, the
Designated Supervisory Person or Alternative Designated Supervisory Person, as
the case may be, shall provide such person with an opportunity to supply
additional explanatory information or material.
If the Designated Supervisory Person or Alternative Designated Supervisory
Person, as the case may be, determines that a violation of the Code has or may
have occurred, he/she shall submit a written determination, together with the
related information or material provided by the Access Person, to the Chief
Operating Officer who shall make an independent determination of whether a
violation has occurred. Any issue or series of issues which present an abundance
of evidence suggesting possible abuse shall be communicated to the Management
Committee.
On an annual basis, the Designated Supervisory Person shall prepare and submit
to the Board of Trustees of the PanAgora Managed Funds, as well as other
relevant parties, a summary of the level of compliance by all Access Persons of
the Code during the previous year, including, without limitation, the number and
nature of all material violations and the sanctions imposed. The report shall
certify that the PanAgora has adopted procedures reasonably necessary to prevent
Access Persons from violating the Code. The report may also include any
recommended changes to existing Code restrictions or procedures based upon
PanAgora's experience with the Code, evolving industry practices and
developments in applicable laws or regulations. The Alternative Designated
Supervisory Person shall prepare reports with respect to compliance by the
Designated Supervisory Person.
VI. RECORDKEEPING REQUIREMENT
PanAgora shall maintain and preserve in an easily accessible place:
o a copy of the Code (and any prior code of ethics that was in effect at
any time during the past five years) for a period of not less than five
years;
o a record of any violation of the Code and of any action taken as a result
of such violation for a period of not less than five years following the
end of the fiscal year in which the violation occurs;
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o a copy of each pre-clearance request and any report submitted under the
Code by an Access Person for a period of not less than five years following
the end of the fiscal year in which the pre-clearance request or report is
made, the first two years in an easily accessible place;
o a record of all persons who are, or within the past five years were,
required to make reports pursuant to the Code and who are or were
responsible for reviewing such reports;
o a copy of each report submitted to the Boards of Trustees of the PanAgora
Managed Funds under the Code for a period of not less than five years
following the end of the fiscal year in which such report is made, the
first two years in an easily accessible place; and
o A record of any decision, and the reasons supporting such decision, to
approve the acquisition by Access Persons of Initial Public Offerings or
Private Placement Transactions for at least five years after the end of the
fiscal year in which such approvals are granted.
VII. SANCTIONS
Upon discovering that a Access Person has not complied with the requirements of
this Code, the Executive Management of PanAgora may impose on that person
whatever sanctions it deems appropriate, including, among others, censure,
suspension or termination of employment.
VIII. CONFIDENTIALITY
All information obtained from any Access Person hereunder shall be kept in
strict confidence, except that reports of securities transactions hereunder will
be made available to the Securities and Exchange Commission, or any other
regulator or self-regulatory organization only to the extent required by law or
regulation.
IX. ACCEPTANCE OF GIFTS
Without obtaining prior written approval of the Designated Supervisory Person,
no Access Person may accept, or deliver, any gift or other thing of more than de
minimis value from any person or entity while at PanAgora and in the normal
course of business. This shall extend strictly to all PanAgora clients, vendors,
or shareholders. It shall also extend to service providers, except that items of
more than de minimus value may be allowed if (i) it is occasional in nature,
(ii) is not dependent on sales goals or levels and (iii) does not influence
business decisions (such as the placement of commissionable trades) in any way.
For purposes of this section, de minimus shall mean $100 or less (or other
amount as determined by the Designated Supervisory Person from time to time).
X. PUBLIC COMPANY BOARD SERVICE AND OTHER AFFILIATIONS
No Access Person may serve on the board of directors of any [publicly traded]
company, absent prior written approval by the Designated Supervisory Person. In
determining whether to approve such a board service the Designated Supervisory
Person will consider whether such service will involve an actual or perceived
conflict of interest with client trading, place impediments on PanAgora's
ability to trade on behalf of clients or otherwise materially interfere with the
effective discharge of PanAgora or the Access Person's duties to clients.
Likewise, no Access
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Person shall accept any other service, employment, engagement, connection,
association or affiliation in or with any enterprise, business or otherwise
which is likely to present such actual or perceived conflicts, place impediments
on trading or otherwise materially interfere with the effective discharge of
PanAgora or the Access Person's responsibilities to clients. All possible
situations of this nature, which may give rise to a possible questions, should
first be reviewed by the Designated Supervisory Person Supervisory Person or, in
his absence, the Chief Operating Officer.
XI. OTHER LAWS, RULES AND STATEMENTS OF POLICY
Nothing contained in the Code shall be interpreted as relieving any Access
Person from acting in accordance with the provision of any applicable law, rule,
or regulation or any other statement of policy or procedure governing the
conduct of such person adopted by PanAgora or its affiliates. It should be noted
that PanAgora has other policies not specifically contained in this Code of
Ethics. Such policies (including the Insider Trading Policy) are contained in
documents such as the Compliance Manual and the Employee Handbook.
XII. FURTHER INFORMATION
If any person has any question with regard to the applicability of the provision
of this Code generally or with regard to any securities transactions or
transactions he should consult the Designated Supervisory Person.
XIII. DESIGNATED SUPERVISORY PERSONS
The Designated Supervisory Person is the Compliance Officer, or in the case of
the Compliance Officer, the Chief Operating Officer. They may designate other
persons to fulfill the obligations set forth herein, known as the Alternative
Designated Supervisory Person, from time to time only after such determination
is made as to competency, training, experience, etc.
Dated: March 1, 2000
Amending the September 14, 1992 version
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Code of Ethics
Attachment A
For purposes of the attached Code of Ethics, "beneficial ownership" shall be
interpreted in the same manner as it would be in determining Whether a Person is
subject to the provisions of Section 16 of the Securities Exchange Act of 1934,
and the rule. and regulations thereunder, except that the determination of
direct or indirect beneficial ownership shall apply to all securities that an
Access Person has or acquires. The term "beneficial ownership" of securities
would include not only ownership of securities held by a Access Person for his
own benefit, whether in bearer form or registered in his name or otherwise, but
also ownership of securities held for his benefit by others (regardless of
whether or how they are registered) such as custodians, brokers, executors,
administrators, or trustees (including trusts in which he has only a remainder
interest), and securities held for his account by pledges, securities owned by a
partnership in which he is a member if he may exercise a controlling influence
over the purchase, sale or voting of such securities, and securities owned by
any corporation that he should regard as a personal holding corporation.
Correspondingly, this term would exclude securities held by an Access Person for
the benefit of someone else.
Ordinarily, this term would not include securities held by executors or
administrators in estates in which a Access Person is a legatee or beneficiary
unless there is a specific legacy to such person of such securities or such
person is the sole legatee or beneficiary and there are other assets in the
estate sufficient to pay debts ranking ahead of such legacy, or the securities
are held in the estate more than a year after the descendant's death.
Securities held in the name of another should be considered as "beneficially"
owned by an Access Person where such person enjoys "benefits substantially
equivalent to ownership". The Securities and Exchange Commission has said that
although the final determination of beneficial ownership is a question to be
determined in the light of the facts of the particular case, generally a person
is regarded as the beneficial owner of securities held in the name of his or her
spouse and their minor children. Absent special circumstances such relationship
ordinarily results in such person obtaining benefits substantially equivalent to
ownership, ~ application of the income derived from such securities to maintain
a common home, to meet expenses that such person otherwise would meet from other
sources, or the ability to exercise a controlling influence over the purchase,
sale or voting of such securities.
An Access Person also may be regarded as the beneficial owner of securities held
in the name of another person, if by reason of any contract, understanding,
relationship, agreement, or other arrangement, he obtains therefrom benefits
substantially equivalent to those of ownership. Moreover, the fact that the
holder is a relative or relative of a spouse and sharing the same home as a
Access Person may in itself indicate that the Access Person would obtain
benefits substantially equivalent to those of ownership from securities held in
the name of such relative. Thus, absent countervailing facts, it is expected
that securities held by relatives who share the same home as a Access Person
will be traded as being beneficially owned by the Access Person. An Access
Person also is regarded as the beneficial owner of securities held in the name
of a spouse, minor children or other Person, even though he does not obtain
therefrom the aforementioned benefits of ownership, if he can vest or revest
title in himself at once or at some future time.
All situations which give rise to ambiguity should be discussed with the
Designated Supervisory Person prior to taking action.
