1.1.1 CODE OF ETHICS INVISTA CAPITAL MANAGEMENT, LLC
I. Statement of Purpose and General Principles
The purpose of this Code of Ethics ("Code") is to prevent conflicts of
interest which may exist, or appear to exist, when persons associated
with Invista Capital Management ("Invista") own or engage in
transactions involving securities that are owned or are being purchased
or sold or are being considered for purchase or sale for the accounts
of clients of Invista. Central to this Code are the following fiduciary
principles:
A. The duty at all times to place the interests of clients first.
B. The requirement that all personal securities transactions be
conducted consistent with this Code, and in such a manner as to
avoid any actual or potential conflict of interest or abuse of an
individual's position of trust and responsibility.
C. The fundamental standard that persons associated with Invista
should not take inappropriate advantage of their positions.
II. Definitions:
A.SECURITY: Shall have the meaning set forth in Section 202(a)(18) of
the Investment Advisers Act, except it shall not include
securities issued by the Government of the United States,
bankers' acceptances, certificates of deposit, commercial
paper, or shares of open-end management investment companies
(i.e. mutual funds).
B.ACCESS PERSON: "Access person" means any (1) director or officer of
Invista or (2) employee of Invista who in the regular course
of his or her duties makes, participates in or obtains
information regarding the purchase or sale of securities for
the accounts of clients of Invista or whose functions relate
to the making of any recommendations with respect to such
purchases and sales.
Access Persons consist of these sub-categories: (1) Portfolio
Managers (individuals entrusted with the direct responsibility
and authority to make investment decisions affecting the
accounts of clients of Invista), (2) Investment Personnel
(which include Portfolio Managers as well as portfolio
strategists, analysts and traders), and (3) Other Access
Persons (all persons who are not included in sub- categories 1
or 2).
C.PURCHASE OR SALE: A security is being considered for purchase or sale
when a Portfolio Manager views the purchase or sale of the
security for a client account as probable. The phrase
"purchase or sale of a security" includes the writing of an
option to purchase or sell a security or the purchase of an
option to purchase or sell a security.
D.BENEFICIAL OWNERSHIP: "Beneficial ownership" shall be interpreted in
the same manner as in determining whether a person is subject
to the provisions of Section 16 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, except that
the determination of direct and indirect beneficial ownership
shall apply to all securities which a person owns. For
example, the term "Beneficial Ownership" encompasses (i) in
addition to securities in a person's own account(s),
securities owned by members of the person's immediate family
sharing the same household, and (ii) securities a person might
acquire or dispose of through the exercise or conversion of
any derivative security, whether presently exercisable or not.
E.RESTRICTED LISTS: A record known as the "Restricted Equity Securities
List" shall be maintained by the securities trading area. The
List shall include the names of all securities that are (1)
currently being bought, or which Invista expects to buy, for
client accounts, and (2) currently held in client accounts;
provided however that any security an index account is
currently buying or which such account currently holds shall
not be included on the Restricted Equity Securities List.
The reference date for determining when Invista "expects to
buy" is the date on which a Portfolio Manager views the
purchase of the security for a client account as probable.
Names of securities shall be removed from the Restricted List
15 days after Invista has (1) ceased considering the security
for purchase or (2) entirely liquidated its position in such
security.
A record known as the "Restricted Debt Securities List" shall
be maintained by Invista's affiliate, Principal Capital
Management, LLC.
III. Exempted Transactions. This Code shall not apply to:
A. Sales made pursuant to a general public tender offer.
B. The acceptance of stock dividends of securities already owned;
the reinvestment of cash dividends of securities already owned
under a dividend reinvestment program or the participation in a
monthly investment plan for the purchase of a security already
owned (Note: The initial purchase or establishment of a dividend
reinvestment program or automatic investment plan must be
precleared).
C. Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of securities, to the
extent such rights are acquired directly from the issuers
thereof, and sales of such rights.
D. Exercising or selling options or rights to exchange or convert
securities, but only when those instruments have been acquired or
disposed of in accordance with the Code.
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 which are non-volitional on the part of either
the Access Person or one of the client accounts.
IV. Restricted and Prohibited Transactions
A. No Investment Personnel may acquire, directly or indirectly,
beneficial ownership in any security that is part of an initial
public offering.
B. No Investment Personnel may acquire, directly or indirectly,
beneficial ownership in any security in a private placement
transaction without prior approval.
Investment Personnel who have acquired securities in a private
placement transaction must disclose that investment when they
play a part in any consideration of an investment in the issuer
of the privately placed security for a client account. In such
circumstances a decision to purchase securities of the issuer for
a client account must be subject to an independent review by
Investment Personnel with no personal interest in the issuer.
C. No Access Person may purchase or sell a security in which he or
she has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership while that security is listed on a
Restricted List, except as provided elsewhere in this Code. See
V. Preclearance.
No Portfolio Manager may purchase or sell a security in which he
or she has, or by reason of such transaction acquires, any direct
or indirect beneficial interest within 7 days before and after a
client account that he or she manages trades in that security.
D. Investment Personnel may not profit directly or indirectly from
the acquisition and disposition (or disposition and acquisition
of beneficial ownership) of the same (or equivalent) securities
within 60 calendar days. Any profits realized on such short-term
trades must be disgorged to a charitable organization determined
by management of Invista.
Investment Personnel may request exceptions to this prohibition
prior to realizing the profit. Such exceptions will be considered
on a case-by-case basis, taking into consideration the facts and
circumstances of each situation.
V. Preclearance
A. Portfolio Managers (Refer also to Section IV. C.)
Portfolio Managers may request permission to trade any security
on the Restricted Debt Securities List. Portfolio Managers may
also request permission to trade securities on the Restricted
Equity Securities List in an amount each calendar quarter that is
the greater of 500 shares or 1% of the daily average trading
volume during the 90 days prior to the date the Portfolio Manager
makes the request; provided however Portfolio Managers may not
purchase or sell any security within seven (7) days before and
after a client account the Portfolio Manager manages purchased or
sold the security.
Requests for approval may be made by contacting the person
responsible for maintaining the Restricted Debt Securities List
or the Restricted Equity Securities List.
Approvals to trade are valid for 24 hours after given. Portfolio
Managers who desire an approval that is valid for a longer period
may make such a request when seeking approval to trade.
B. Access Persons Other Than Portfolio Managers
Access Persons other than Portfolio Managers may request
permission to trade any security on the Restricted Debt
Securities List. Access Persons may also request permission to
trade securities on the Restricted Equity Securities List in an
amount each calendar quarter that is the greater of 500 shares or
1% of the daily average trading volume during the 90 days prior
to the date the Access Person makes the request.
Requests for approval may be made by contacting the person
responsible for maintaining the Restricted Debt Securities List
or the Restricted Equity Securities List.
Approvals to trade are valid for 24 hours after given. Access
Persons who desire an approval that is valid for a longer period
may make such a request when seeking approval to trade.
VI. Disclosure of Securities Ownership and Securities Transactions
A. When recommending the purchase or sale of securities for a client
account in accordance with portfolio management procedures,
Investment Personnel must disclose any direct or indirect
beneficial ownership in any security of the issuer whose
securities are under consideration.
B. All Access Persons shall file a report listing all their personal
securities transactions during the previous calendar quarter in
any security (as defined in Section II, A.) in which such person
has acquired or sold any direct or indirect beneficial ownership
including transactions exempt from this Code under Section III.
The report shall be made on a form provided by Invista within 10
days following the end of such calendar quarter. The report shall
contain the following information:
1. The date of the transaction, the title and the number of
shares or the principal amount of each security involved;
2. The nature of the transactions (e.g., purchase or sale);
3. The price at which the transaction was effected;
4. The name of the broker, dealer or bank with or through which
the transaction was effected; and
5. If a sale transaction, the date on which the security was
acquired and the cost basis of the security.
C. Access Persons must direct brokerage and other firms with which
they have securities accounts to furnish Invista on a timely
basis duplicate copies of confirmations of all personal
securities transactions.
D. Access Persons must direct brokerage and other firms with which
they have securities accounts to furnish Invista on a timely
basis a duplicate copy of the Access Person's December 31 account
statement.
E. Access Persons who are Portfolio Managers must give Invista a
listing of all securities in which they have a direct or indirect
beneficial ownership at the time of their appointment as a
Portfolio Manager, and thereafter on an annual basis as of
December 31 of each year.
VII. Certification of Compliance
All Access Persons will be required to certify annually that they have
read and understand the Code and its applicability to them, and that
they have complied with the requirements of the Code and that they have
disclosed or reported all personal securities transactions as required
by the Code.
VIII. Gifts
Investment Personnel are prohibited from receiving any gift or other
thing having a value of more than $100 in the aggregate in any calendar
year from any person or entity that does business with or on behalf of
Invista. Gifts do not include occasional dinners, sporting events or
other entertainment that Investment Personnel attend with their host.
IX. Service as a Corporate Director
Investment Personnel are prohibited from serving on the board of
directors of a publicly traded company, absent prior authorization
based on a determination that board service would be consistent with
the interest of Invista clients.
X. Administration and Sanctions
A. Responsibility for this Code is vested in the Chairman of the
Board of Directors of Invista. (Administrative responsibility has
been delegated to Dennis Cameron. Requests for interpretation of
this Code or for preclearance of purchase or sales that are not
clearly addressed by this
Code should be directed (in order to be contacted) to: J. B.
Schustek, E. H. Gillum, A. S. Filean, M. D. Roughton, R. C.
Eucher).
B. Upon discovering a violation of this Code, the Chairman of
Invista shall impose such sanctions as the Chairman deems
appropriate.
C. Annually, those individuals charged with the responsibility for
carrying out this Code shall prepare a report to the Board of
Directors of Invista that, as a minimum, will include:
1. A summary of existing procedures concerning personal
investing, and any procedural changes made during the past
year.
2. Identification of violations requiring significant remedial
action during the past year.
3. Recommendations, if any, as to changes in existing
restrictions or procedures based on experience with this
Code, evolving industry practices or developments in
applicable laws or regulations
