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CODE OF ETHICS
SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
Adopted January 1998
I. STATEMENT OF POLICY
This Code of Ethics ("Code") is being adopted under Rule 17j-1
promulgated by the Securities and Exchange Commission pursuant to Section 17(j)
of the Investment Company Act of 1940, as amended (the "1940 Act"). In general,
Rule 17j-1 imposes an obligation on registered investment companies and their
investment advisers and principal underwriters to adopt written Codes of Ethics
covering the securities activities of certain of their directors, officers and
employees. This Code is designed to ensure that those individuals who have
access to information regarding the portfolio securities activities of clients
not use (intentionally or unintentionally) information concerning such clients'
portfolio securities activities for his or her personal benefit and to the
detriment of such client. This Code also sets forth procedures designated to aid
Systematic Financial Management, L.P. in complying with certain of the rules
promulgated by the Securities and Exchange Commission pursuant to Sections 204
and 204A of the Investment Advisers Act of 1940, as amended.
This Code is intended to cover all Access Persons (as this and other
capitalized terms are defined in Section II of this Code) of Systematic
Financial Management, L.P. (the "Adviser"). All Access Persons are subject to
and bound by the terms of this Code.
Please be aware that personal securities transactions by employees
(and, in particular, portfolio managers) raise several concerns which are most
easily resolved by such employees not actively trading for their own accounts.
Accordingly, it is the general policy of the Adviser to prohibit all personal
securities transactions by Access Persons of the Adviser. Access Persons of the
Advisor may participate in non-discretionary investment vehicles such as mutual
funds. While it is not possible to specifically define and prescribe rules
addressing all possible situations in which conflicts may arise, this Code sets
forth the Adviser's policy regarding conduct in those situations in which
conflicts are most likely to develop.
GENERAL PRINCIPLES
All persons subject to this code should keep the following general
fiduciary principles in mind in discharging his or her obligations under the
Code. Each person subject to this code shall:
a. at all times, place the interests of Investment Advisory Clients
before his or her personal interests;
b. conduct all personal securities transactions in a manner
consistent with this Code, so as to avoid any actual or potential conflicts of
interest, or an abuse of position of trust and responsibility; and
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c. not take any inappropriate advantage of his or her position with
or on behalf of any Investment Advisory Client.
II. DEFINITIONS
a. "Access Person" shall mean any director, officer, general partner
(provided however, that with respect to a general partner which is other than a
Ventral person. such general partner shall not be deemed an "Access Person," but
certain of its employees may be deemed to be Additional Advisory Persons if they
meet the requirements se: forth in the definition of Additional Advisory
Person), principal, employee, or Additional Advisory Person of the Adviser.
b. "Additional Advisory Person" shall mean any employee of any
company in a Control relationship with the Adviser who, in connection with his
regular functions or duties, makes, participates in or obtains information
regarding a purchase or sale of a Security by an Investment Advisory Client of
the Adviser or whose functions relate to making of any recommendations with
respect to such purchases or sales, or any natural person in a Control
relationship to the Adviser who obtains information concerning recommendations
made to any Investment Advisory Client with respect to the purchase or sale of a
Security.
c. "Adviser" shall mean Systematic Financial Management, L.P., a
Delaware limited partnership.
d. "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, as amended, and the rules and
regulations thereunder. Application of this definition is explained in more
detail in APPENDIX A hereto, but generally includes ownership by any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares, a direct or indirect pecuniary or
voting interest in a security.
e. "Code " shall mean this Code of Ethics.
f. A Security is being "considered for purchase or sale" when the
Adviser has undertaken a project to report on a specific Security or to prepare
a draft or final report on such Security or if a recommendation has been made by
any Portfolio Manager or member of the Investment Policy Committee with respect
to a Security (and, with respect to Portfolio Managers and members of the
Investment Policy Committee, if such person is considering making such a
recommendation).
g. "Control" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act. Generally, it means the power to exercise a
controlling influence on the management or policies of a company, unless such
power is solely the result of an official position with such company.
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h. "Designated Officer" shall mean the Compliance Officer of the
Adviser, who shall be responsible for management of the Adviser's program of
compliance with the Code of Ethics; provided, however, that if the Designated
Officer is required to obtain approval from or submit a report to, the
Designated Officer hereunder, he shall seek such approval from, or submit such
report to a person designated by the President of the Adviser or, if no such
person is designated, the President of the Adviser who shall for such purpose be
deemed the Designated Officer.
i. "Investment Advisory Client" shall mean any Investment Company
Client and any other client or account which is advised or subadvised by the
Adviser as to the value of Securities or as to the advisability of investing in,
purchasing or selling Securities.
j. "Investment Company" shall have the same meaning as set forth in
Section; of the Investment Company Act of 1940, as amended.
k. "Investment Company Client" shall mean any registered Investment
Company managed, advised and/or subadvised by the Adviser.
1. "Investment Policy Committee" means the Investment Policy
Committee of the Adviser or any other body of the Adviser serving an equivalent
function.
m. "1940 Act " means the Investment Company Act of 1940, as amended.
n. "Portfolio Manager" shall mean any Access Person with direct
responsibility and authority to make investment decisions affecting any
Investment Company Client and shall include, without limitation, all members of
the Adviser's Investment Policy Committee.
o. A "purchase" or "sale" of a Security includes, among other things,
the purchase or writing of an option to purchase or sell a Security.
p. "Security" shall have the same meaning as that set forth in
Section 2(a)(36) of the 1940 Act (generally, all securities, including options,
warrants and other rights to purchase securities) except that it shall not
include (i) securities issued by the Government of the United States or an
agency or instrumentality thereof (including all short-term debt securities
which are "government securities" within the meaning of Section 2(a)(16) of the
1940 Act), (ii) bankers' acceptances, (iii) bank certificates of deposit, (iv)
commercial paper, and (v) shares of registered open-end investment companies.
III. RESTRICTIONS
a. BLACKOUT PERIODS
No Access Person shall purchase or sell, directly or indirectly, (a)
any Security in which he or she has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership either on a day
during which an Investment Advisory Client has a pending buy or sell
order in that same Security or within at least seven calendar days
before and after
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any Investment Advisory Client trades (or has traded) in that Security,
or (b) any Security which is being considered for purchase or sale,
unless specifically approved by the Compliance Officer.
b. INITIAL PUBLIC OFFERINGS
No Access Person shall acquire direct or indirect beneficial ownership
of any Security in an initial public offering.
c. PRIVATE PLACEMENTS/OTC TRADING
With regard to private placements and transactions in securities which
are not listed on the New York Stock Exchange or American Stock
Exchange, or traded in the National Association of Securities Dealers
Automated Quotation System (together "Unlisted Securities"):
Each Access Person contemplating the acquisition of direct or
indirect beneficial ownership of a Security in a private
placement transaction or a Security which is an Unlisted
Security, shall obtain express prior written approval from the
Designated Officer for any such acquisition (who, in making
such determination, shall consider among other factors,
whether the investment opportunity should be reserved for one
or more Investment Advisory Clients, and whether such
opportunity is being offered to such Access Person by virtue
of his or her position with the Adviser); and
If an Access Person shall have acquired direct or indirect
beneficial ownership of a Security of an issuer in a private
placement transaction or of a Security which is an Unlisted
Security, such Access Person shall disclose such personal
investment to the Designated Officer prior to each subsequent
recommendation to any Investment Advisory Client for which he
acts in a capacity as an Access Person, for investment in that
issuer.
If an Access Person shall have acquired direct or indirect
beneficial ownership of a Security of an issuer in a private
placement transaction or of a Security which is an Unlisted
Security, any subsequent decision or recommendation by such
Access Person to purchase Securities of the same issuer for
the account of an Investment Advisory Client shall be subject
to an independent review by advisory personnel with no
personal interest in the issuer.
d. SHORT-TERM TRADING PROFITS
No Access Person shall profit from the purchase and sale, or sale and
purchase, of the same (or "equivalent") Securities of which such Access
Person has, or by reason of such transactions acquired, direct or
indirect beneficial ownership. within 60 calendar days, except to the
extent that the transaction has been pre-cleared in accordance with the
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procedures set forth in Article V of this Code, with consideration
given to all relevant circumstances. Any profit so realized without
prior approval shall be disgorged as directed by the Designated
Officer. For purposes of this paragraph (d) the term "equivalent" shall
mean, with respect to another Security (the "subject Security"), any
Security of the same class as the subject Security, as well as any
option (including puts and calls), warrant convertible security,
subscription or stock appreciation right, or other right or privilege
on, for or with respect to the subject Security.
e. GIFTS
No Access Person or a member of his or her family shall seek or accept
gifts. favors, preferential treatment or special arrangements from any
broker, dealer, investment adviser, financial institution or other
supplier of goods and services to the Adviser or its Investment
Advisory Clients, or from any company whose Securities have been
purchased or sold or considered for purchase or sale on behalf of the
Adviser's Investment Advisory Clients. The foregoing sentence shall not
prohibit any benefit or direct or indirect compensation to the Access
Person from any entity under common Control with the Adviser for bona
fide services rendered as an officer, director or employee of such
person. This prohibition shall not apply to (i) gifts of small value,
usually in the nature of reminder advertising such as pens, calendars,
etc., which in the aggregate do not exceed $150 in value in any one
calendar year, (ii) occasional participation in lunches, dinners,
cocktail parties, sporting events or similar social gatherings
conducted for business purposes that is not so frequent, so costly or
so expensive as to raise any questions of impropriety, and (iii) any
other gift approved in writing by the Designated Officer.
f. RECEIPT OF BROKERAGE DISCOUNTS ETC.
No Access Person shall, with respect to an account in which he or she
has any direct or indirect beneficial ownership, accept any discount or
other special consideration from any registered broker or dealer which
is not made available to other customers and clients of such broker or
dealer.
g. SERVICE AS A DIRECTOR
(i) No Access Person shall serve on a board of directors of any
company without prior authorization from the Designated Officer and the
President of the Adviser as well as a majority of the Investment Policy
Committee (without including the Access Person requesting authorization
if he is then a member of the Investment Policy Committee), based upon
a determination that such board service would be consistent with the
interests of Investment Advisory Clients and their respective
shareholders.
(ii) If board service of an Access Person is authorized, such Access
Person shall be isolated from investment decisions with respect to the
company of which he or she is a director through procedures approved by
the Designated Officer.
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h. OUTSIDE INVESTMENT ADVISORY SERVICE.
No Access Person may render investment advisory services to any person
or entity not (i) a client of the Adviser, or (ii) a member of (or
trust or other arrangement for the benefit of) the family of, or a
close personal friend of, such Access Person, without first obtaining
the permission of the Designated Officer. This restriction is
supplemental to, and does not in any way modify, the obligations of any
Access Person who has a separate agreement with the Adviser and/or its
general partner with respect to competitive activities.
i. NONPUBLIC MATERIAL INFORMATION.
No Access Person shall utilize nonpublic material information about any
issuer of Securities in the course of rendering investment advice or
making investment decisions on behalf of the Adviser or its Investment
Advisory Clients. Nonpublic material information is material
information not generally available to the public. No Access Person
should solicit from any issuer of Securities any such nonpublic
material information. Any Access Person inadvertently receiving
nonpublic information regarding Securities held by an Investment
Advisory Client of the Adviser should notify the Designated Officer
immediately.
j. TRANSACTIONS WITH INVESTMENT ADVISORY CLIENTS.
No Access Person shall knowingly sell to or purchase from any
Investment Advisory Client any Security or other property of which he
or she has, or by reason of such transaction acquires, direct or
indirect beneficial ownership, except Securities of which such
Investment Advisory Client is the issuer.
IV. EXEMPTIONS
The restrictions of Article III (a)-(d) of this Code shall not apply to
the following:
a. Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control;
b. Purchases or sales which are non-volitional on the part of either
the Access Person or the Investment Advisory Client (s) of the Adviser,
c. Purchases which are part of an automatic dividend reinvestment plan;
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 such issuer, and sales of such rights so
acquired;
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e. Purchases or sales of instruments that are not within the definition
of a "Security" as set forth in Article I of this Code; and
f. Purchases or sales other than those exempted in (a) through (e) of
this Article IV that have been authorized in advance, in writing by the
Designated Office following a specific determination that the
transaction is consistent with the statement of General Principles
embodied in Article I of this Code.
V. COMPLIANCE PROCEDURES
a. An Access Person, who is (x) a member of the Investment Policy
Committee, (y) a Portfolio Manager, or (z) a full-time employee of the Adviser
may not directly or indirectly, acquire beneficial ownership of a Security
except as provided herein unless:
(i) such purchase was done before full-time employment at SFM; or
(ii) the ownership of Security during the time of employment was a
gift; and
A full-time employee can dispose of beneficial ownership of a Security whenever
he or she sees fit; there is not any certain time period or provision.
A full-time employee may only participate in investment vehicles in which they
have no discretionary control, e.g. open end mutual funds.
b. REPORTING
(i) Every Access Person who during the quarter has effected a
transaction covered by the Code shall make a report in writing to the Designated
Officer not later than 10 days after the end of each calendar quarter. This
report shall be on a standard Personal Quarterly Securities Transaction Report
form (a copy of which is attached as Exhibit B) and shall set forth the
information described in Paragraph V.b (ii) hereof with respect to transactions
in any Security in which such Access Person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership in the
Security.
(ii) Every report by an Access Person or Independent Trustee required
by Paragraph (i) above shall contain the following information:
(a) The date of each transaction the title and the number
of shares or the principal amount of each Security
involved, as applicable;
(b) The nature of each transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
(c) The price at which each transaction was effected; and
(d) The name of the broker, dealer or bank with or
through whom each transaction was effected.
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Any such report may contain a statement that the report shall not be
construed as an admission by the Access Person or Independent Trustee
making such report that he or she has any direct or indirect beneficial
ownership in the Security to which the report relates.
(iii) The Designated Officer shall review or supervise the review of
the personal Securities transactions reported pursuant to Article V. As part of
that review each such reported Securities transaction shall be compared against
completed and contemplated portfolio transactions of Investment Advisory
Clients. Before making any determination that a violation has been committed by
any person, such person shall be given an opportunity to supply additional
explanatory material. If the Designated .Officer determines that a material
violation of this Code has or may have occurred; he shall submit his written
determination, together with the transaction report (if any) and any additional
explanatory material provided by the individual, to the President of the Adviser
(or, if the purported violation occurred with respect to the President. then to
the Committee described in Section VII c of this Code), who shall make an
independent determination of whether a material violation has occurred.
c. DISCLOSURE REQUIREMENTS
(i) All Access Persons shall identify all Securities accounts in which
they have beneficial ownership and disclose to the Designated Officer all
personal Securities holdings upon the adoption of this Code, upon commencement
of employment, and thereafter on an annual basis.
(ii) All Access Persons shall supply the Designated Officer on a timely
basis periodic statements for all Securities accounts.
d. CERTIFICATE OF COMPLIANCE
(i) Each Access Person is required to certify annually, not later than
February 15th, that he or she has read and understood this Code and recognizes
that he or she is subject to such Code. Further, each Access Person is required
to certify annually that he or she has complied with all the requirements of the
Code and that he or she has disclosed or reported all personal Securities
transactions pursuant to the requirements of the Code. The foregoing
certifications must be set forth in writing on a standard Code of Ethics Annual
Certification form (a copy of which is attached as Exhibit C).
(ii) The Designated Officer is required to certify annually, not later
than March 15th, that each Access Person of the Adviser has timely submitted
each of his or her Personal Quarterly Securities Transactions Report forms for
the prior calendar year, as well as his or her Code of Ethics Annual
Certification form for the then current year, or the fact that any Access Person
has failed to comply with such or other provisions of this Code of Ethics
together with a written description of such failure and a description of those
remedial steps which have been taken. Copies of the foregoing certification
shall be given to the President of the Adviser, as well as to Affiliated
Managers Group, Inc., attn: Nathaniel Dalton, Senior Vice President.
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VI. SANCTIONS
a. FORMS OF SANCTION.
Any Access Person who is determined to have violated any provision of
this Code shall be subject to sanctions, which may include any one or
more of the following: censure, suspension without pay, termination of
employment or disgorgement of any profits realized on transactions in
violation of this Code.
b. PROCEDURES.
If the Designated Officer finds that a material violation has occurred,
he shall report the violation and the suggested corrective action and
sanctions to the President of the Adviser, who may at the request of
the individual involved review the matter, and shall impose such
sanction as he deems appropriate, after consultation with the Committee
described in Section VII c of this Code.
VII. MISCELLANEOUS PROVISIONS
a. RECORDS.
The Adviser shall maintain records as required by Rule 17j-1 under the
1940 Act and Rule 204-2 under the Investment Advisors Act of 1940 and
in the manner and to the extent set forth below, which records may be
maintained on microfilm under the conditions described in Rule
3la-2(f)(l) under the 1940 Act and shall be available for examination
by representatives of the Securities and Exchange Commission:
(i) A copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be preserved in an
easily accessible place;
(ii) A record of any violation of this Code and of any action taken as
a result of such violation shall be preserved in an easily accessible
place for a period of not less than five years following the end of the
fiscal year in which the violation occurs;
(iii) A copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the end of the
fiscal year in which it is made, the first two years in an easily
accessible place; and
(iv) A list of all persons who are, or within the past five years have
been, required to make reports pursuant to this Code shall be
maintained in an easily accessible place.
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b. CONFIDENTIALITY.
All reports of Securities transactions and any other information filed
with the Adviser or its Investment Advisory Clients or furnished to any
person pursuant to this Code shall be treated as confidential, but are
subject to review as provided herein, by the Designated Officer or
President of the Adviser, by the Committee described in Section VII c
of this Code and by representatives of the Securities and Exchange
Commission.
c. INTERPRETATION OF PROVISIONS.
A Committee consisting of the President of the Adviser, the Designated
Officer and a representative of Affiliated Managers Group, Inc. may
from time to time adopt such interpretations of this Code as it may
dean appropriate.
d. EFFECT OF VIOLATION OF THIS CODE.
In adopting Rule 1 7j-1, the Commission specifically noted in
Investment Company Act Release No. IC-11421 that a violation of any
provision of a particular code of ethics, such as this Code, would not
be considered a per se unlawful act prohibited by the general
anti-fraud provisions of the Rule. In adopting this Code of Ethics, it
is not intended that a violation of this Code is or should be
considered to be a violation of Rule 17j-1.
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APPENDIX TO CODE OF ETHICS
CODE OF ETHICS
EXAMPLES OF BENEFICIAL OWNERSHIP
The Code of Ethics relates to the purchase or sale of securities of which an
Access Person has a direct or indirect "beneficial ownership" except for
purchases or sales over which such individual has no direct or indirect
influence or control.
EXAMPLES OF BENEFICIAL OWNERSHIP
What constitutes "beneficial ownership" has been dealt with in a number
of SEC releases and has grown to encompass many diverse situations. These
include securities held:
(a) by you for your own benefit, whether bearer, registered in your
oval name, or otherwise;
(b) by others for your benefit (regardless of whether or how
registered), such as securities held for you by custodians, brokers,
relatives, executors or administrators;
(c) for your account by pledgers;
(d) by a trust in which you have an income or remainder interest.
Exceptions: where your only interest is to get principal if (1) some
other remainderman dies before distribution, or (2) if some other
person can direct by will a distribution of trust property or income to
you;
(e) by you as trustee or co-trustee, where either of you or members of
your immediate family, i.e., spouse, children and their descendants,
step-children, parents and their ancestors, and step-parents (treating
a legal adoption as blood relationship), have an income or remainder
interest in the trust;
(f) by a trust of which you are the settler, if you have the power to
revoke the trust without obtaining the consent of all the
beneficiaries;
(g) by any partnership in which you are a partner,
(h) by a personal holding company controlled by you alone or jointly
with others;
(i) in the name of your spouse unless legally separated;
(j) in the name of minor children or in the name of any relative of
yours or of your spouse (including an adult child) who is presently
sharing your home. This applies even if
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the securities were not received from you and the dividends are not
actually used for the maintenance of your home;
(k) in the name of another person (other than those listed in (i) and
(j) just above), if by reason of any contract, understanding.,
relationship, agreement, or other arrangement, you obtain benefits
substantially equivalent to those of ownership;
(1) in the name of any person other than yourself, even though you do
not obtain benefits substantially equivalent to those of ownership as
described in (k) just above), if you can vest or revest title in
yourself.
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EXHIBIT C
CODE OF ETHICS
ANNUAL CERTIFICATION FORM
I have recently read and reviewed the Firm's Code of Ethics. I understand such
policies and procedures and recognize that I am subject to them and understand
the penalties for non-compliance. I certify that I am in full compliance with
the Firm's Code of Ethics. I further certify that I have fully and accurately
completed this certificate. If there are any exceptions, they are fully
disclosed below.
EXCEPTIONS (described fully):
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Signature:
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Name:
(please print)
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Date:
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