Exhibit 23(p)(9)
CODE OF ETHICS
MARVIN & PALMER ASSOCIATES, INC.
1. Introduction
This Code of Ethics ("Code") has been adopted by Marvin & Palmer Associates,
Inc. ("Marvin & Palmer Associates"). Its purpose is to alert the officers,
directors, employees and certain affiliated persons of Marvin & Palmer
Associates to their ethical and legal responsibilities with respect to certain
securities transactions involving (a) possible conflicts of interest with
advisory clients ("clients") or (b) the possession of certain material
non-public information.
The provisions of this Code are based upon the following general fiduciary
principles:
A. THE DUTY AT ALL TIMES TO PLACE THE INTERESTS OF MARVIN & PALMER ASSOCIATES'
CLIENTS FIRST;
B. THE REQUIREMENT THAT ALL PERSONAL SECURITIES TRANSACTIONS BE CONDUCTED
CONSISTENT WITH THIS CODE AND IN SUCH A MANNER TO AVOID ANY ACTUAL,
POTENTIAL, OR PERCEIVED CONFLICT OF INTEREST OR ANY ABUSE OF AN
INDIVIDUAL'S POSITION OF TRUST AND RESPONSIBILITY; AND
C. THE FUNDAMENTAL STANDARD THAT ADVISORY PERSONNEL SHOULD NOT TAKE
INAPPROPRIATE ADVANTAGE OF THEIR POSITIONS.
Furthermore, because even the appearance of impropriety could damage the
reputation of Marvin & Palmer Associates or its clients, this Code expressly
prohibits access persons and investment personnel (each as defined below) and
their affiliates from engaging in certain specified activities. This Code also
requires access persons and investment personnel to make certain reports
concerning their personal securities transactions and the receipt of certain
gifts or other benefits.
This Code is adopted pursuant to the requirements of Rule 17j-1 under the
Investment Company Act of 1940 that registered investment companies and their
advisors adopt a written code of ethics, and Section 204A and Rule 204-2(a)(12)
of the Investment Advisers Act of 1940 that registered investment advisors adopt
procedures reasonably designed to prevent the misuse of material non-public
information and maintain records of personal securities transactions of advisory
personnel, respectively.
Every access person must read, acknowledge receipt of, and retain this Code. Any
questions concerning this Code should be addressed to Marvin & Palmer
Associates' Clearing Person.
2. Definitions
For purposes of this Code:
<PAGE>
"Access person" shall mean any officer, director or employee of Marvin & Palmer
Associates. It shall also mean any other person who, in connection with his or
her regular functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of a security by a client, or whose functions
related to the making of any recommendation with respect to such purchases or
sales.
"Clearing Person" shall mean the Head Trader of Marvin & Palmer Associates and
any other person designated by the Chief Executive Officer to perform some or
all of the functions of the Clearing Person under this Code.
"Covered security" means all instruments commonly known as a security but does
not include securities issued by federal, state or local governments, bankers'
acceptances, bank certificates of deposit and time deposits, commercial paper,
repurchase agreements, and shares of registered open-end investment companies
(i.e., "mutual funds") so long as Marvin & Palmer Associates is not the adviser
or sub-adviser to such mutual funds. In other words, securities issued by
open-end funds that are advised or sub-advised by Marvin & Palmer Associates or
by closed-end funds are included within the definition of "covered security."
"Gifts" shall mean cash or other tangible items of value. The term shall not
include entertainment (including, among other things, tickets to sporting and
other events and food and dining) provided in furtherance of a legitimate
business purpose.
"Insider trading" shall mean the trading of any security while in the possession
of material non-public information as to which the access person (1) has a duty
to keep confidential or (2) knows or should have known was improperly obtained.
"Material information" means information that is substantially likely to be
considered important in making an investment decision by a reasonable investor,
or information that is reasonably certain to have a substantial effect on the
price of an issuer's securities. Information is non-public until it has been
effectively communicated or made available to the marketplace.
"Investment personnel" shall mean portfolio managers who make decisions about
client investments and the analysts, traders and other personnel who assist in
that process.
3. Prohibited Conduct
A. It shall be a violation of this Code for any access person to direct the
purchase or sale of (including options to purchase or sell) a covered security
in contravention of the Internal Policy Restrictions, a copy of which is
attached as Exhibit A, for the account of any person other than a client.
B. It shall be a violation of this Code for any access person:
i. To make recommendations concerning the purchase or sale of securities
by a client without disclosing access person's interest, if any, in
such securities or the issuer thereof, including without limitation:
a. Any direct or indirect beneficial ownership of any securities of
such issuer;
b. Any contemplated transaction by such person in such securities;
and
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c. Any present or proposed relationship with such issuer or its
affiliates.
ii. To participate in any securities transaction on a joint basis with any
registered investment company in violation of applicable law;
iii. To engage in "insider trading," whether for his or her own benefit or
the benefit of others;
iv. To divulge the current portfolio positions, and current and
anticipated portfolio transactions, programs, and studies of a client
to anyone unless it is properly within his or her duties to do so; and
v. To communicate material non-public information concerning any security
to others unless it is properly within his or her duties to do so.
C. It shall be a violation of this Code for any investment personnel:
i. To serve as a director of a publicly held company prior to a
determination by the Clearing Person that such service would be
consistent with the interests of Marvin & Palmer Associates' clients;
and
ii. To receive any gift or other thing of more than $250.00 value from any
person or entity that does, or prospectively can reasonably be
expected to do business with or on behalf of any client.
D. The General Policy on Insider Information and Trading, a copy of which
is attached as Exhibit B, is a part of this Code.
4. Reports
A. The reporting requirements described below shall apply to any account in
which the access person has any beneficial economic interest AND over which the
access person has direct or indirect influence or control. Examples of
beneficial economic interest include accounts in the name of:
i. a spouse or spousal equivalent;
ii. a minor child;
iii. a relative sharing the same house; or
iv. anyone else, if the access person obtains benefits substantially
equivalent to ownership of the securities or can obtain ownership of
the securities immediately or in the future.
B. All access persons shall provide for the transmission to Marvin & Palmer
Associates of duplicate copies of all confirms and account statements by each
account described in paragraph A above in which any covered securities are held
or can be held.
C. All access persons shall report to Marvin & Palmer Associates the
following information with respect to any transaction in any covered security
(within ten days of said
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transaction) in which such access person has, or by reason of such transaction
acquired, any direct or indirect beneficial ownership in the covered security,
to the extent that such transaction is not otherwise reflected in account
statements submitted to Marvin & Palmer Associates pursuant to paragraph B
above:
i. The date of the transaction, the title and the number of shares, and
the principal amount of each covered security involved;
ii. The nature of the transaction (i.e., purchase, sale or any other type
of acquisition or disposition);
iii. The price at which the transaction was effected; and
iv. The name of the broker, dealer or bank with or through whom the
transaction was effected.
D. Within 10 days of either the commencement of employment or the date a
person becomes an access person, all access persons shall report to Marvin &
Palmer Associates' Clearing Person all personal securities holdings, including
(i) the title, number of shares and principal amount of each covered security in
which the access person had a direct or indirect beneficial interest upon
becoming an access person, (ii) the name of any broker, dealer or bank with whom
the access person maintained an account in which any securities were held for
the direct or indirect interest of the access person as of such date and (iii)
the date on which the report is submitted. The Personal Brokerage Information
form, which is attached as Exhibit D, may be used for such purpose.
E. Not later than 10 days after the end of each calendar quarter, all
access persons shall report to Marvin & Palmer Associates' Clearing Person (i)
information with respect to any securities transactions occurring during the
quarter, including (a) the date of the transaction, the title, interest rate and
maturity date (if applicable), the number of shares and the principal amount of
each covered security, (b) the nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition), (c) the price 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 and (ii) information with respect to any account established by the
access person for which any securities were held during the quarter for the
direct or indirect benefit of the access person, including (a) the name of the
broker, dealer or bank with whom the access person established the account, (b)
the date the account was established and (c) the date that the report is
submitted. The Quarterly Information form, which is attached as Exhibit E, may
be used for such purpose.
F. Annually all access persons shall report to Marvin & Palmer Associates'
Clearing Person 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 a direct or indirect 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. The Annual Information form, which
is attached as Exhibit F, may be used for such purpose.
G. All reports and account statements received by Marvin & Palmer
Associates in accordance with this Code shall be kept confidential except to the
extent that disclosure may be
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required by regulatory authorities and that disclosure, on a confidential basis,
may be made for an audit of compliance procedures.
H. Marvin & Palmer Associates shall identify all access persons who are
under a duty to complete and provide the reports described above and shall
inform such persons of such duty.
I. Marvin & Palmer Associates shall establish and maintain procedures by
which appropriate management or compliance personnel will review the account
statements and the reports required to be made pursuant to paragraphs D, E and
F.
5. Pre-Clearance and Gifts
A. Except as specifically provided, all access persons shall complete a
Request for Permission, an example of which is attached as Exhibit C, prior to
purchasing or selling (including options to purchase or sell a security) a
covered security for any person other than a client. No transaction shall be
effected unless advance written clearance of a transaction in a covered security
is obtained from the Clearing Person on the same day as the proposed purchase or
sale of such covered security.
B. All access persons shall report to Marvin & Palmer Associates' Clearing
Person the following information concerning each gift or other benefit received
from, or paid for, by any person or entity that does business with or on behalf
of any client in which the value of such exceeds $250.
i. A description of each gift, including the date of receipt;
ii. The cost of such gift; and
iii. The name and company affiliation of the person providing each gift.
Such report shall be made reasonably contemporaneously with the receipt of
the gift.
6. Interpretations and Exceptions
Any questions regarding the applicability, meaning or administration of this
Code shall be referred by the person concerned in advance of any contemplated
transaction to the Clearing Person. Exemptions may be granted by such person,
if, in his judgment, the fundamental obligation of the person involved is not
compromised.
7. Sanctions
Violation of any provision of this Code is grounds for dismissal. Other
sanctions may be imposed.
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EXHIBIT A
INTERNAL POLICY RESTRICTIONS
1. Access persons are prohibited from purchasing or selling:
A. Securities and related securities (such as options warrants and
convertible securities etc.) determined by the Clearing Person to
be restricted for purchase or sale by access persons.
B. Securities and related securities for which client has an
outstanding order.
C. Securities and related securities that were traded on the same
day or the prior day, or that the access person knows, or
reasonably should know, are intended to be traded on the same day
or the next day, by a client or for a client's account.
2. Investment personnel are prohibited from purchasing or selling:
A. Securities being offered as part of an initial public offering
unless specific permission is received from the Clearing Person.
B. Securities being offered in a privately placed transaction (also
known as a "limited offering") unless specific permission is
received from the Clearing Person. The investment personnel
seeking permission shall provide in writing full details
concerning the proposed transaction, including a certification
that the investment opportunity did not arise by virtue of such
person's activities on behalf of Marvin & Palmer Associates. The
Clearing Person may grant permission only if he or she concludes,
after consultation with relevant investment personnel, that
Marvin & Palmer Associates would not have any foreseeable
interest in investing in such security or any related security
for the account of any client. If the proposed investment is in a
private investment pool ("PIP"), such permission also shall take
into account (i) the size of the Marvin & Palmer Associates
employee's investment in the PIP, (ii) whether there exists any
potential competition between any client and the PIP for future
investments and (iii) whether there exists any past, present or
future relationships between the manager of the PIP and the
Marvin & Palmer Associates employee, Marvin & Palmer Associates
or any client.
Securities and related securities if the purchase or sale would
result in a profit from the purchase and sale, or (with respect
to short sales) the sale and purchase, of the same or equivalent
securities within 60 calendar days (the "60 day rule").
3. Notwithstanding the prohibitions described above:,
A. Access personnel may participate (i) on an on-going basis in an issuer's
dividend reinvestment or stock purchase plan, (ii) in any transaction over which
such person did not have any direct or indirect influence or control and (iii)
in involuntary transactions (such as mergers, inheritances, gifts etc.), and in
each case pre-clearance pursuant to the Code shall not be required.
B. Investment personnel may sell, subject to the 60 day rule, securities
and related securities, as to which clients have sold their entire holdings.
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C. Investment personnel may sell securities without regard to the 60 day
rule if the Clearing Person makes a determination in writing that such
transaction will not be inconsistent with any of the three general fiduciary
principles articulated in the Code.
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<PAGE>
EXHIBIT B
GENERAL POLICY ON INSIDER INFORMATION AND TRADING
Any access person in possession of material nonpublic information about a
company or its operations, or about any security, may not trade in such
company's securities, or such security, regardless of whether the trade is based
on such material nonpublic information. In addition, any access person
possessing such material nonpublic information may not (i) communicate to anyone
such material nonpublic information for other than legitimate corporate
purposes, (ii) recommend the purchase or sale of that company's securities, or
(iii) assist someone who is engaging in any of the above activities. All
restrictions contained in this policy also apply to family members and close
friends of access persons, and to other persons who have a relationship (legal,
personal or otherwise) with an access person that might reasonably result in
such other person's transactions being attributable to such access person.
The matters set forth above require an analysis of two concepts on a
case-by-case basis: whether information in possession of an access person who
trades in securities is "material" and whether such information is "nonpublic."
Information is considered "material" when there is substantial likelihood that a
reasonable investor would consider the information important in deciding to buy,
sell or hold securities. In short, information that could affect the market
price of securities should be considered to be material. By way of example, it
is probable that the following information would be deemed material: annual,
quarterly or monthly financial results, significant changes in earnings or
earnings projections, changes in dividend policies, the possibility of a
recapitalization, the offering or repurchase of a company's stock, unusual gains
or losses, negotiations regarding major acquisitions or divestitures, important
management changes, impending bankruptcy or liquidation, and significant
threatened or pending litigation developments.
Information is considered "nonpublic" unless it has been effectively disclosed
in a manner sufficient to insure that the public has had the opportunity to
evaluate such information.
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EXHIBIT C
REQUEST FOR PERMISSION TO
ENGAGE IN PERSONAL TRANSACTION
I hereby request permission to effect a transaction today in securities
indicated below for my own account or other account in which I have a beneficial
interest or legal title:
(Use approximate amounts and prices of proposed transactions.)
<TABLE>
<CAPTION>
PURCHASES AND ACQUISITIONS
No. of Shares or Unit
Principal Amount Name of Security Price Total Price Broker
<S> <C> <C> <C> <C>
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
</TABLE>
SALES AND OTHER DISPOSITIONS
<TABLE>
<CAPTION>
No. of Shares or Unit
Principal Amount Name of Security Price Total Price Broker
<S> <C> <C> <C> <C>
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
----------------------- -------------------------------- --------- ------------- -----------------
</TABLE>
Permission Granted: Yes / / No / / Name:______________________
Trade Authorized by (please check):
Chris Luft / /
Keith Gallagher / / Signature: ________________
Zeke Maki / /
Date: _____________________
--------------------------------------------------------------------------
Prior Transaction
Within 60 Days?: Yes / / No / /
If "Yes", date of Prior Transaction: __________________
--------------------------------------------------------------------------
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EXHIBIT D
PERSONAL BROKERAGE INFORMATION
/ / I have no personal brokerage information to report.
/ / My personal brokerage information is indicated below. I have attached
copies of the most recent statements of the accounts listed below that
hold covered securities.
<TABLE>
<CAPTION>
------------------------------------- ---------------------------------- ---------------- -----------------
ACCOUNT NAME NAME, ADDRESS AND PHONE NUMBER ACCOUNT NUMBER CAN THE ACCOUNT
OF BROKER, DEALER OR BANK HOLD COVERED
SECURITIES?
------------------------------------- ---------------------------------- ---------------- -----------------
<S> <C> <C> <C>
1.
Yes
No
------------------------------------- ---------------------------------- ---------------- -----------------
2.
Yes
No
------------------------------------- ---------------------------------- ---------------- -----------------
3.
Yes
No
------------------------------------- ---------------------------------- ---------------- -----------------
4.
Yes
No
------------------------------------- ---------------------------------- ---------------- -----------------
5.
Yes
No
------------------------------------- ---------------------------------- ---------------- -----------------
</TABLE>
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In addition to the covered securities listed on the statements that are attached
to this form, I have a direct or an indirect interest in the following covered
securities:
/ / None.
<TABLE>
<CAPTION>
------------------------------------- ----------------------------------- -----------------------------------
TITLE NUMBER OF SHARES AND PRINCIPAL BROKER, DEALER OR BANK WHERE HELD
ACCOUNT (IF ANY)
------------------------------------- ----------------------------------- -----------------------------------
<S> <C> <C>
1.
------------------------------------- ----------------------------------- -----------------------------------
2.
------------------------------------- ----------------------------------- -----------------------------------
3.
------------------------------------- ----------------------------------- -----------------------------------
4.
------------------------------------- ----------------------------------- -----------------------------------
5.
------------------------------------- ----------------------------------- -----------------------------------
______________________________ ________________________
SIGNATURE DATE
</TABLE>
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EXHIBIT E
QUARTERLY INFORMATION
In addition to the transactions listed on the statements for the accounts that
are listed on the attached sheet as holding covered securities, copies of the
statements of which are being provided to Marvin & Palmer Associates' Clearing
Person, the following transactions have occurred during the calendar quarter
just completed with respect to covered securities in which I have a direct or
indirect interest:
/ / None.
<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
DATE OF TRANSACTION TITLE, INTEREST NATURE OF THE PRICE NAME OF BROKER,
RATE, MATURITY TRANSACTION DEALER OR BANK
DATE, NUMBER OF (PURCHASE, SALE OR
SHARES AND OTHER - DESCRIBE)
PRINCIPAL AMOUNT
----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
1.
----------------------- --------------------- -------------------- --------------------- --------------------
2.
----------------------- --------------------- -------------------- --------------------- --------------------
3.
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
During the calendar quarter just completed, I established accounts in which
securities were held other than the accounts listed on the attached sheet.
/ / None.
<TABLE>
<CAPTION>
------------------------------------------------------- -------------------------- --------------------------
NAME, ADDRESS AND TELEPHONE NUMBER OF BROKER, DEALER DATE THE ACCOUNT WAS CAN THE ACCOUNT HOLD
OR BANK ESTABLISHED COVERED SECURITIES?
------------------------------------------------------- -------------------------- --------------------------
<S> <C> <C
1. Yes
No
------------------------------------------------------- -------------------------- --------------------------
2. Yes
No
------------------------------------------------------- -------------------------- --------------------------
3. Yes
No
------------------------------------------------------- -------------------------- --------------------------
</TABLE>
____________________________ _____________________
SIGNATURE DATE
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EXHIBIT F
ANNUAL INFORMATION
In addition to the covered securities listed on the year-end statements of the
accounts that are listed on attached sheet as holding covered securities, copies
of which statements are being provided to Marvin & Palmer Associates' Clearing
Person, and the covered securities listed on the attached sheet, I have a direct
or indirect interest in the following securities:
/ / None.
<TABLE>
<CAPTION>
------------------------------------------------------- -----------------------------------------------------
TITLE, NUMBER OF SHARES AND PRINCIPAL AMOUNT NAME OF THE BROKER, DEALER OR BANK WHERE HELD
------------------------------------------------------- -----------------------------------------------------
<S> <C>
1.
------------------------------------------------------- -----------------------------------------------------
2.
------------------------------------------------------- -----------------------------------------------------
3.
------------------------------------------------------- -----------------------------------------------------
4.
------------------------------------------------------- -----------------------------------------------------
</TABLE>
In addition to the accounts that are listed on the attached sheet, securities
are held for my direct or indirect benefit in the following accounts:
/ / None.
<TABLE>
<CAPTION>
------------------------------------------------------- -------------------------- --------------------------
NAME, ADDRESS AND TELEPHONE NUMBER OF BROKER, DEALER DATE THE ACCOUNT WAS CAN THE ACCOUNT HOLD
OR BANK ESTABLISHED COVERED SECURITIES?
------------------------------------------------------- -------------------------- --------------------------
<S> <C> <C>
1. Yes
No
------------------------------------------------------- -------------------------- --------------------------
2. Yes
No
------------------------------------------------------- -------------------------- --------------------------
3. Yes
No
------------------------------------------------------- -------------------------- --------------------------
</TABLE>
_________________________________ ____________________
SIGNATURE DATE
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STATEMENT REGARDING
CODE OF ETHICS
OF
MARVIN & PALMER ASSOCIATES, INC.
The undersigned hereby certifies that he or she has read and will abide by the
Marvin & Palmer Associates, Inc. Code of Ethics and reporting requirements set
forth in the Code. If the undersigned is an officer or employee of Marvin &
Palmer Associates, Inc., the undersigned acknowledges that failure to observe
the provisions of the Code shall be a basis for dismissal for cause and may
subject him or her to civil liabilities and criminal penalties. The undersigned
hereby certifies that he or she has cleared and disclosed all securities
transactions as required by the Code.
___________________________ ______________________________
Date Signature
