Exhibit P(2)
Code of Ethics
Of
Chicago Capital Management, Inc.,
The Chicago Trust Company,
Alleghany Investment Services, Inc.,
and
TAMRO Capital Partners LLC
Section I Statement of General Fiduciary Principles
This Code of Ethics (the "Code") has been adopted by Chicago Capital
Management, Inc. (CCM), TAMRO Capital Partners LLC ("TAMRO") and The Chicago
Trust Company (TCTC), in compliance with Rule 17j-1 under the Investment Company
Act of 1940 (the "Act"). In addition, this Code covers Alleghany Investment
Services, Inc. (AISI), an administrative service company for the Alleghany
Funds. The purpose of the Code is to establish standards and procedures for the
detection and prevention of activities by which personnel of CCM, TCTC, TAMRO
and AISI (each herein referred to as a "17j-1 Organization") having knowledge of
the investments and investment intentions of the 17j-1 Organization with respect
to any Advisory Client (as defined below) may abuse their fiduciary duties and
otherwise to deal with the types of conflict of interest situations to which the
federal securities laws are addressed.
The Code is based on the principle that the directors, officers and
employees of each 17j-1 Organization who provide services to any Advisory
Client, owe a fiduciary duty to such Advisory Clients to conduct their personal
securities transactions in a manner that does not interfere with the Advisory
Clients' transactions or otherwise take unfair advantage of their relationship
with Advisory Clients. All Access Persons (as defined in Section II hereof) are
expected to adhere to this general principle as well as to comply with all of
the specific provisions of the Code that are applicable to them. Access Persons
who are affiliated with other affiliates of the 17j-1 Organizations are also
expected to comply with the provisions of any codes of ethics that have been
adopted by their respective organizations; however, no Access Person shall be
required to make more than one set of reports in compliance with more than one
applicable code of ethics.
Technical compliance with the Code will not automatically insulate
Access Persons from scrutiny of transactions that show a pattern of compromise
or abuse of the individual's fiduciary duties to Advisory Clients. Accordingly,
all Access Persons must seek to avoid any actual or potential conflicts between
their personal interests and the interest of Advisory Clients. In summary, all
Access Persons shall place the interest of the Advisory Clients before their own
personal interests.
All Access Persons (defined below) must read and retain this Code of
Ethics and should recognize that they are subject to the provisions hereof.
Section II Definitions
(L) "Access Person" means any director, officer or Advisory Person
(as defined below) of CCM, TCTC or TAMRO. With respect to
AISI, "Access Person" means any director, officer or Advisory
Person of AISI, who, with respect to an Advisory Client, makes
any recommendation, participates in the determination of which
recommendation will be made, or whose principal function or
duties relate to the determination of which recommendation
will be made or who, in connection with his or her duties,
obtains any information concerning recommendations on Covered
Securities being made by TCTC, CCM or TAMRO to an Advisory
Client.
(M) An "Advisory Person" means: (i) any employee of a 17j-1 Organization,
or of any company in a control relationship to a 17j-1 Organization, who, in
connection with his or her regular functions or duties makes, participates in,
or obtains information regarding the purchase or sale of any Covered Security by
a 17j-1 Organization for any Advisory Client, or whose functions relate to the
making of any recommendation with respect to such purchases or sales; and (ii)
any natural person in a control relationship to a 17j-1 Organization who obtains
information concerning recommendations made by a 17j-1 Organization with regard
to the purchase or sale of any Covered Security for any Advisory Client.
(N) An "Advisory Client" means a Fund, including the Alleghany
Funds, any institutional client and any other entity to whom
CCM, AISI or TCTC provides investment advisory services.
(O) "Beneficial Ownership" is interpreted in the same manner as it would be
under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "1934
Act") in determining whether a person is a beneficial owner of a security for
purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.
Generally, an employee is regarded as having beneficial ownership in those
securities held in his or her name, the name of his or her spouse and the names
of his or her immediate family sharing the same household. A person may be
regarded as having beneficial ownership in the securities held in the name of
another person (individual, partnership, corporation, trust or another entity)
if, by reason of contract, understanding or relationship he or she obtains or
may obtain therefrom benefits substantially equivalent to those of economic
ownership.
(P) "Compliance Officer," as to each 17j-1 Organization, means the
chief compliance officer of such 17j-1 Organization.
(Q) "Control" shall have the same meaning as set forth in Section
2(a)(9) of the Act.
(R) "Covered Security" means a security as defined in Section 2(a)(36) of
the Act, to wit: any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit sharing
agreement, collateral-trust certificate, pre organization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil, gas
or other mineral rights, any put, call, straddle, option, or privilege on any
security (including a certificate of deposit) or on any group or index of
securities (including any interest therein based on the value thereof), or any
put, call, straddle, option privilege entered into on a national securities
exchange relating to a foreign currency or, in general, any interest or
instrument commonly known as a "security," or any certificate of interest or
instrument commonly known as a "security," or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.
"Covered Security" does not include: (i) direct obligations of the Government of
the United States; (ii) bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments, including
repurchase agreements; and (iii) shares issued by open-end investment companies
registered under the Act. References to a Covered Security in this Code (e.g., a
prohibition or requirement applicable to the purchase or sale of a Covered
Security) shall be deemed to refer to and to include any warrant for, option in,
or security immediately convertible into that Covered Security, and shall also
include any instrument that has an investment return or value that is based, in
whole or in part, on that Covered Security (collectively, "Derivatives").
Therefore, except as otherwise specifically provided by this Code: (i) any
prohibition or requirement of this Code applicable to the purchase or sale of a
Covered Security; and (ii) any prohibition or requirement of this Code
applicable to the purchase or sale of a Derivative shall also be applicable to
the purchase or sale of a Covered Security relating to that Derivative.
(S) A "Fund" means an investment company registered under the Act,
or any series thereof as the context may require.
(T) "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933 (the "1933 Act"),
the issuer of which, immediately before the registration, was
not subject to the reporting requirements of Sections 13 or
15(d) of the 1934 Act.
(U) "Investment Personnel" of a 17j-1 Organization means (i) any
employee of a 17j-1 Organization (or of any company in a
control relationship with a 17j-1 Organization) who, in
connection with his or her regular functions or duties, makes
or participates in making recommendations regarding the
purchase or sale of securities by a 17j-1 Organization for an
Advisory Client; or (ii) any natural person who controls a
17j-1 Organization and who obtains information concerning
recommendations made to Advisory Clients regarding the
purchase or sale of securities.
(V) "Limited Offering" means an offering that is exempt from
registration under the 1933 Act pursuant to Section 4(2) or
Section 4(6) thereof pursuant to Rule 504 , Rule 505 or Rule
506 thereunder.
(W) "Security Held or to be Acquired" by a 17j-1 Organization
means: (i) any Covered Security which, within the most recent
15 days: (A) is or has been held by an Advisory Client; or (B)
is being or has been considered by a 17j-1 Organization for
purchase by an Advisory Client; and (ii) any option to
purchase or sell, and any security convertible into or
exchangeable for, a Covered Security described in the Section
II(G).
Section III Objective and General Prohibitions
All Access Persons must recognize that they are expected to conduct
their personal activities in accordance with the standards set forth in this
Code. Therefore, Access Persons may not engage in any investment transaction
under circumstances in which the Access Person benefits from or interferes with
the purchase or sale of investments for any Advisory Client. In addition, Access
Persons may not use information concerning the investments or investment
intentions of the 17j-1 Organization, or their ability to influence such
investment intentions, for personal gain or in a manner detrimental to the
interest of the 17j-1 Organization or any Advisory Client.
Access Persons may not engage in conduct that is deceitful, fraudulent
or manipulative, or that involves false or misleading statements, in connection
with the purchase or sale of investments for an Advisory Client. In this regard,
Access Persons should recognize that Rule 17j-1 makes it unlawful for any
affiliated person of a Fund or any affiliated person of an investment adviser of
a Fund, directly or indirectly, in connection with the purchase or sale,
directly or indirectly, by the person of a Security Held or to be Acquired by a
Fund to:
(v) employ any device, scheme or artifice to defraud a Fund;
(vi) make any untrue statement of material fact to a Fund
or omit to state to a Fund a material fact necessary
in order to make the statements made, in light of the
circumstances under which they are made, not
misleading;
(vii) engage in any act, practice or course of business
that operates or would operate as a fraud or deceit
upon a Fund; or
(viii) engage in any manipulative practice with respect to a
Fund.
Access Persons should also recognize that a violation of this Code or
of Rule 17j-1 may result in the imposition of: (1) sanctions as provided by
Section IX below; or (2) administrative, civil and, in certain cases, criminal
fines, sanctions or penalties.
Section IV Prohibited Transactions
(A) (1) An Access Person may not purchase or otherwise acquire direct or
indirect Beneficial Ownership of any Covered Security, and may not sell or
otherwise dispose of any Covered Security in which he or she has direct or
indirect Beneficial Ownership, if he or she knows or should know that the time
of entering into the transaction that (1) an Advisory Client has purchased or
sold the Covered Security within the last 15 calendar days, or is purchasing or
selling or intends to purchase or sell the Covered Security in the next 15
calendar days; or (2) a 17j-1 Organization has, within the last 15 calendar days
considered purchasing or selling the Covered Security for an Advisory Client or
within the next 15 calendar days intends to consider purchasing or selling the
Covered Security for an Advisory Client, unless such Access Person:
(iii) obtains advance clearance of such transaction
pursuant to Section V; and
(iv) reports to the Compliance Officer the information
described in Section VI of this Code.
(2) Without limiting the generality of the foregoing,
Investment Personnel must obtain approval from the President
of Alleghany Asset Management, Inc. before directly or
indirectly acquiring Beneficial Ownership in any securities in
an Initial Public Offering. In the case of the President,
approval shall be given by Alleghany Asset Management, Inc.'s
Chief Financial Officer. Investment Personnel who have been
authorized to acquire securities in an Initial Public Offering
or who have Beneficial Ownership of such securities prior to
such Investment Personnel's employment by a 17j-1 Organization
shall be required to disclose that ownership when they play a
part in a 17j-1 Organization's subsequent consideration of a
transaction in the securities of that issuer. In such
circumstances, the 17j-1Organization's decision to purchase or
sell securities of the issuer shall be subject to an
independent review by Investment Personnel with no personal
interest in the issuer.
(3) Without limiting the generality of the foregoing
subsection (A)(1) of this Section, Investment Personnel must
obtain approval from the President of Alleghany Asset
Management, Inc. before directly or indirectly acquiring
Beneficial Ownership in any securities in a Limited Offering.
In the case of the President, approval shall be given by
Alleghany Asset Management, Inc.'s Chief Financial Officer.
Investment Personnel who have been authorized to acquire
securities in a Limited Offering or who have Beneficial
Ownership of such securities prior to such Investment
Personnel's employment by a 17j-1 Organization shall be
required to disclose that ownership when they play a part in
the 17j-1 Organization's subsequent consideration of a
transaction in the securities of that issuer. In such
circumstances, the 17j-1 Organization's decision to purchase
or sell securities of the issuer shall be subject to an
independent review by Investment Personnel with no personal
interest in the issuer.
(4) Without limiting the generality of the foregoing
subsection (A)(1) of this Section, an Access Person shall not
profit in the purchase and sale, or sale and purchase of the
same (or equivalent) securities within 30 calendar days.
Exceptions will only be approved on a case by case basis by
the President of Alleghany Asset Management, Inc. In the case
of the President, approval is to be given by Alleghany Asset
Management's Chief Financial Officer.
(B) The prohibitions of Section IV(A)(1) and the pre-clearance
requirements of Section V do not apply to:
(8) Purchases that are made by reinvesting cash dividends
pursuant to an automatic dividend reinvestment
program ("DRIP") (This exception does not apply,
however, to optional cash purchases pursuant to a
DRIP);
(9) Purchases of rights issued by an issuer pro rata to
all holders of a class of its securities, if such
rights were acquired from such issuer, and the
exercise of such rights;
(10) Transactions in futures contracts on U.S. Treasury
obligations (and related options)
effected on a U.S. commodities exchange;
(11) Involuntary (i.e. non-volitional) purchases and
sales of Covered Securities;
(12) Transactions in an account over which the Access
Person does not exercise, directly or indirectly, any
influence or control;
(13) Transactions involving the exercise of Alleghany
Corporation stock options; and
(14) Transactions in equity securities where the
transaction (or series of related transactions)
involves under $10,000 of the securities of a company
with market capitalization of over $10 billion.
Section V Pre-Clearance Procedures
(B) From Whom Obtained
Except as set forth in Section IV(A)(2), (3) and (4),
pre-clearance of a personal transaction in a Covered Security
required to be approved pursuant to Section IV above must be
obtained from the Head EquityTrader or the Head Fixed Income
Trader, as appropriate (based on the type of covered security
subject to the proposed transaction), of the 17j-1
Organization, or, if unavailable, his or her designate. Each
of these persons is referred to in this Code as a "Clearing
Officer." A Clearing Officer seeking pre-clearance with
respect to his or her own transaction shall obtain such
clearance from another Clearing Officer.
(C) Factors Considered in Clearance of Personal Transactions
Investment Personnel shall not generally be permitted to buy
or sell a security within seven calendar days before or after
any Advisory Client trades in that security. Access Persons
who are not Investment Personnel will generally be permitted,
subject to pre-clearance procedures, to buy or sell a Covered
Security one calendar day before or after any Advisory Client
trades in the security. A Clearing Officer may refuse to grant
clearance of a personal transaction in his or her sole
discretion without being required to specify any reason for
the refusal. Generally, a Clearing Officer will consider the
following factors in determining whether to clear a proposed
transaction:
(5) Whether the amount or nature of the transaction or
person making it is likely to affect the price or
market for the Covered Security; and
(6) Whether the person making the proposed purchase or
sale is likely to benefit from purchases or sales
being made or being considered on behalf of any
Advisory Client; and
(7) Whether the transaction is likely to affect any
Advisory Client adversely; and
(8) In extraordinary circumstances, whether the person
making the proposed purchase or sale has demonstrated
to the Clearing Officer the existence of extreme
financial hardship.
(D) Time of Clearance
(3) Access Persons may pre-clear trades only in cases where
they have a present intention to effect a transaction in
the Covered Security for which pre-clearance is sought. It
is not appropriate for such Access Persons to obtain a
general or open-ended pre-clearance to cover the
eventuality that he or she may buy or sell a Covered
Security at some future time depending on market
developments. Consistent with the foregoing, such Access
Persons may not simultaneously request pre-clearance to
buy and sell the same Covered Security.
(4) Pre-clearance of a trade shall be valid and in effect only
until the end of the next business day following the day
pre-clearance is given; provided, however, that a
pre-clearance expires if and when the person becomes or
should have become aware of facts or circumstances that
would prevent a proposed trade from being pre-cleared were
such facts or circumstances made known to a Clearing
Officer at the time of the pre-clearance. Accordingly, if
an Access Person becomes or should have become aware of
new or changed facts or circumstances that give rise to a
question as to whether pre-clearance could be obtained if
a Clearing Officer was aware of such facts or
circumstances, the person shall be required to so advise a
Clearing Officer before proceeding with such transaction.
(E) Form
Clearance must be obtained by requesting such clearance in a
form acceptable by the Compliance Officer, which form shall
set forth the details of the proposed transaction, and by
obtaining the approval of a Clearing Officer (it being
permitted that such form submission and approval be made
through electronic means). If an Access Person is requesting
approval to purchase or sell a Covered Security that is owned
by an Advisory Client and such Access Person has
responsibility regarding the determination by the 17j-1
Organization of securities to be purchased or sold for such
Advisory Client, the Access Person must inform the Clearing
Officer of that fact at the time approval to purchase or sell
the Covered Security is sought.
(F) Filing
A record of all pre-clearance requests shall be retained by
the Compliance Officer for a period of at least five years
from the time the request is made.
(G) Monitoring of Personal Transactions After Clearance
After clearance is given to an Access Person, the Compliance
Officer shall monitor on a test basis the Access Person's
transactions to ascertain whether the cleared transaction was
executed before the end of the next business day following the
day pre-clearance was given, whether it was executed in the
specified amounts and what other securities transactions, if
any, the Access Person executed.
Section VI Reports by Access Persons
(I) Personal Securities Holdings Reports
All Access Persons shall within 10 days of the date which they
become Access Persons, and thereafter, within 30 days after
the end of each calendar year, disclose the title, number of
shares and principal amount of all Covered Securities in which
they have a Beneficial Interest as of the date the person
became an Access Person, in the case of such person's initial
report, and as of the last day of the year, as to annual
reports. Such report, attached hereto as Exhibit A, is
hereinafter called a "Personal Securities Holdings Report."
Each Personal Securities Holdings Report must also disclose
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 benefit of the Access Person or as
of the last day of the year, as the case may be. Each Personal
Securities Holdings Report shall state the date it is being
submitted.
(J) Quarterly Transaction Reports
Within ten (10) days after the end of each calendar quarter,
each Access Person shall make a written report to the
Compliance Officer of all transactions occurring in the
quarter by which he or she acquired any Covered Security. Such
report, attached hereto as Exhibit B, is hereinafter called a
"Quarterly Securities Transaction Report."
A Quarterly Securities Transaction Report shall be on a form
approved by the Compliance Officer and must contain the
following information with respect to each reportable
transaction:
(5) Date and nature of the transaction (purchase, sale
or any other type of acquisition
or disposition);
(6) Title, interest rate and maturity date (if
applicable), number of shares or principal amount of
each Covered Security and the price at which the
transaction was effected;
(7) Name of the broker, dealer or bank with or through
whom the transaction was effected;
and
(8) The date the report is submitted by the Access
Person.
(K) Duplicate Reporting Exemption
An Access Person need not make a Quarterly Securities
Transaction Report if all of the information in the report
would duplicate information recorded pursuant to Rules
204(a)(12) or (13) under the Investment Advisers Act of 1940,
as amended.
(L) Brokerage Accounts and Statements
Access Persons shall:
(4) Identify all securities, brokerage and commodities trading
accounts in which they trade or hold securities in which
they have a Beneficial Interest ("Accounts") at the time
they become an Access Person and, thereafter, identify the
account and the date the Account was established within
ten (10) days after the end of the quarter during which
such new account was established. This information shall
be included on the appropriate Quarterly Securities
Transaction Report.
(5) Instruct the brokers for their accounts to provide
duplicate account statements and copies of confirmations
of all personal securities transactions to the Compliance
Officer.
(6) On an annual basis, certify that they have complied with
the requirements of (1) and (2) above.
(M) Form of Reports
A Quarterly Securities Transaction Report may include broker
statements or other statements that provide a list of all
personal Covered Securities holdings and transactions in the
time period covered by the report and contain the information
required in a Quarterly Securities Transaction Report.
(N) Responsibility to Report
It is the responsibility of each Access Person to take the
initiative to comply with the requirements of this Section VI.
Any effort by a 17j-1 Organization to facilitate the reporting
process does not change or alter that responsibility. A person
need not make a report hereunder with respect to transactions
effected for, and Covered Securities held in, any account over
which the person has no direct or indirect influence or
control.
(O) Where to File
All Quarterly Securities Transaction Reports and Personal
Securities Holdings Reports must be filed with the Compliance
Officer.
(P) Disclaimers
Any report required by this Section VI may contain a statement
that the report will not be construed as an admission that the
person making the report has any direct or indirect Beneficial
Ownership in the Covered Security to which the report relates.
Section VII Additional Prohibitions
(A) Confidentiality of Advisory Clients' Transactions
Until disclosed in a public report to shareholders or the
Securities and Exchange Commission in the normal course, all
information concerning the securities "being considered for
purchase or sale" on behalf of an Advisory Client shall be
kept confidential by all Access Persons and disclosed by them
only on a "need to know" basis. It shall be the responsibility
of the Compliance Officer to report any inadequacy found in
this regard to the directors of the respective 17j-1
Organization.
(B) Outside Business Activities
Access Persons may not engage in any outside business
activities that may give rise to conflicts of interest or
jeopardize the integrity or reputation of a 17j-1
Organization. Similarly, no such outside business activities
may be inconsistent with the interest of an Advisory Client.
Access Persons who are directors, officers or employees of the
17j-1 Organization may not serve as directors of any public or
private company, except with the prior approval of the
President of Alleghany Asset Management, Inc. All
directorships held by such Access Persons shall be reported to
the Compliance Officer.
(C) Gratuities
Access Persons shall not, directly or indirectly, take, accept
or receive gifts or other consideration in merchandise,
services or otherwise of more than nominal value [$100] from
any person, firm, corporation, association or other entity
other than such person's employer that such Access Person
knows or should have known does business, or proposes to do
business, with a 17j-1 Organization. This prohibition does not
apply to an occasional meal or ticket to a theater, sporting
or other entertainment event that is an incidental part of a
meeting that has a clear business purpose.
(D) Other Conflicts of Interest
Investment Personnel, when recommending any security, shall
disclose any direct, indirect or potential conflict of
interest such Investment Personnel may have relating to the
issuer of the security being recommended.
Section VIII Annual Certification
(C) Access Persons
Access Persons shall be required to certify annually that they
have read this Code and that they understand it and recognize
that they are subject to it. Further, such Access Persons
shall be required to certify annually that they have complied
with the requirements of this Code.
(D) Certification to Funds
No less frequently than annually, each 17j-1 Organization must
furnish to the Board of Directors of any Fund that is an
Advisory Client a written report that (a) describes any issues
arising under this Code of Ethics or procedures since the last
report to the Board, including, but not limited to,
information about material violations of the Code or
procedures and sanctions imposed in response to material
violations; and (b) certifies that each 17j-1 Organization has
adopted procedures reasonably necessary to prevent Access
Persons from violating the Code.
Section IX Sanctions
Any violation of this Code shall be subject to the imposition of such
sanctions by the 17j-1 Organization as may be deemed appropriate by the Code of
Ethics Committee of Alleghany Asset Management, Inc. under the circumstances to
achieve the purposes of Rule 17j-1 and this Code. Sanctions may include, but are
not limited to, suspension or termination of employment, a letter of censure,
disgorgement and/or restitution of an amount equal to the difference between the
price paid or received by any Advisory Client and the more advantageous price
paid or received by the offending person.
Section X Administration and Construction
(E) The administration of this Code shall be the responsibility of the
Compliance Officer.
(F) The duties of the Compliance Officer are as follows:
(9) Continually maintaining a current list of all Access
Persons with an appropriate description of their
title of employment, including a notation of any
directorships held by Access Persons who are officers
or employees of the 17j-1 Organization or of any
company that controls the 17j-1 Organization, and
informing all Access Persons of their reporting
obligations hereunder;
(10) On an annual basis, providing all Access Persons a
copy of this Code and informing such persons of their
duties and obligations hereunder;
(11) Maintaining or supervising the maintenance of all
records and reports required by
this Code;
(12) Obtaining and maintaining listings of all personal
securities transactions effected by Access Persons
who are subject to the requirement to file Quarterly
Securities Transaction Reports and reviewing such
transactions on a test basis against a listing of all
transactions effected for any Advisory Client;
(13) Obtaining and maintaining Personal Securities Holding
Reports from all Access Persons at the time they
become Access Persons and on an annual basis
thereafter;
(14) Issuing either personally or with the assistance of
counsel as may be appropriate, any interpretation of
this Code that may appear consistent with the
objectives of Rule 17j-1 and this Code;
(15) Conducting such inspections or investigations as
shall reasonably be required to detect and report,
with recommendations, any apparent violations of this
Code to the Board of Directors of any Fund that is an
Advisory Client; and
(16) Submitting a report to the Board of Directors of any
Fund that is an Advisory Client, no less frequently
than annually, a written report that describes any
issues arising under the Code since the last such
report, including but not limited to the information
described in Section VIII(B).
(G) The Compliance Officer shall maintain and cause to be
maintained in an easily accessible place at the principal
place of business, the following records:
(8) A copy of all codes of ethics adopted by each 17j-1
Organization pursuant to Rule 17j-1 that have been in
effect at any time during the past five (5) years;
(9) A record of each violation of such codes of ethics
and of any action taken as a result of such violation
for at least five (5) years after the end of the
fiscal year in which the violation occurs;
(10) A copy of each report made by an Access Person for at
least two (2) years after the end of the fiscal year
in which the report is made, and for an additional
three (3) years in a place that need not be easily
accessible;
(11) A copy of each report made by the Compliance Officer
to the Board of Directors for two years from the end
of the fiscal year of any Fund that is an Advisory
Client in which such report is made or issued and for
an addition three (3) years in a place that need not
be easily accessible;
(12) A list of all persons who are, or within the past
five (5) years have been, required to make reports
pursuant to the Rule and this Code of Ethics, or who
are or were responsible for reviewing such reports;
(13) A copy of each report required by Section VIII(B) for
at least two (2) years after the end of the fiscal
year in which it is made, and for as additional three
years in a place that need not be easily accessible;
and
(14) A record of any decision, and the reasons supporting
the decision, to approve the acquisition by
Investment Personnel of securities in an Initial
Public Offering or Limited Offering for at least five
(5) years after the end of the fiscal year in which
the approval is granted.
(H) In the event this Code is materially amended, the amended Code
must be submitted to the Board of Directors of any Fund that
is an Advisory Client promptly, and in no case, later than six
months after adoption of such amendment.
