Exhibit P(1)
Code of Ethics - Alleghany Funds
Section I Statement of General Fiduciary Principles
This Code of Ethics (the "Code") was adopted on September 21, 2000 by
the Alleghany Funds (the "Fund"), in compliance with Rule 17j-1 under the
Investment Company Act of 1940, as amended (the "Act"). The purpose of the Code
is to establish standards and procedures for the detection and prevention of
activities by which persons having knowledge of the investments and investment
intentions of the Fund may abuse their fiduciary duties to the Fund, and
otherwise to deal with the types of conflict of interest situations to which
Rule 17j-1 is addressed.
This Code applies to each series of the Fund.
The Code is based on the principle that Access Persons of the Fund, as
defined in Section II hereof, owe a fiduciary duty to the Fund to conduct their
personal securities transactions in a manner that does not interfere with the
Fund's transactions or otherwise take unfair advantage of their relationship
with the Fund. All Access Persons 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.
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 the Fund. Accordingly, all
Access Persons must seek to avoid any actual or potential conflicts between
their personal interests and the interest of the Fund and its shareholders. In
summary, all Access Persons shall place the interest of the Fund before their
own personal interests.
Access Persons who are affiliated with the Fund's investment advisers
("Advisers") ,subadvisers ("Subadvisers") or other related advisory service
companies (i.e. Alleghany Investment Services, Inc.) are required to comply with
the provisions of any codes of ethics that have been adopted by their respective
organizations including personal securities transactions. The only persons
subject to the provisions of this Code are the trustees and Access Persons of
the Fund. Access Persons of the Fund who also serve as officers or employees of
an Adviser or a Subadviser shall be required to comply with the respective
organization's code of ethics, a current copy of which shall be provided to the
Fund as required hereunder and approved by the Board of Trustees of the Fund in
accordance with Rule 17j-1, and compliance therewith shall be deemed compliance
herewith. The compliance officer for each of the Advisers and the Subadvisers
shall make periodic reports to the Compliance Officer of the Fund with respect
to the compliance by such officers with the code of ethics and reports to the
Board of Trustees of the Fund as required by Rule 17j-1.
All Access Persons must read and retain this Code of Ethics.
Section II Definitions
(A) "Access Person" means any director, trustee, officer or
Advisory Person (as defined below) of a Fund, except for any
trustee, officer or Advisory Person of the Fund who is also an
officer, director or employee of an Adviser, a Subadviser or a
related advisory service company whose code of ethics has been
approved by the Fund's Board of Trustees.
(B) An "Advisory Person" means: (i) any employee of the Fund, or
of any company in a control relationship to the Fund, 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 the Fund, 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 the Fund who obtains
information concerning recommendations made to the Fund with
regard to the purchase or sale of any Covered Security by the
Fund.
(C) "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.
(D) "Compliance Officer" means the chief compliance officer of the
Fund.
(E) "Control" shall have the same meaning as set forth in Section
2(a)(9) of the Act.
(F) "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 or based on the value thereof), or
any put, call, straddle, option or privilege entered into on a national
securities exchange relating to foreign currency or, in general, any 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.
(G) "Independent Trustee" means a trustee of the Fund who is not
an "interested person" of the Fund within the meaning of
Section 2(a)(19) of the Act.
(H) "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.
(I) "Investment Personnel" of the Fund means (i) any employee of
the Fund (or of any company in a control relationship with the
Fund) 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 the Fund; or
(ii) any natural person who controls the Fund and who obtains
information concerning recommendations made to the Fund
regarding the purchase or sale of securities by the Fund.
(J) "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.
(K) "Security Held or to be Acquired" by a Fund means: (i) any
Covered Security which, within the most recent 15 days: (A) is
or has been held by the Fund; or (B) is being or has been
considered by an Adviser or Subadviser for purchase by the
Fund; and (ii) any option to purchase or sell, and any
security convertible into or exchangeable for, a Covered
Security described in the Section II(F).
Section III Objective and General Prohibitions
Access Persons must recognize that they are expected to conduct their
personal activities in accordance with the standards set forth in the 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 by the Fund. In addition, Access Persons may not
use information concerning the investments or investment intentions of the Fund,
or their ability to influence such investment intentions, for personal gain or
in a manner detrimental to the interest of the Fund.
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 the Fund. 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 or principal
underwriter 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:
(i) employ any device, scheme or artifice to
defraud a fund;
(ii) 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;
(iii) engage in any act, practice or course of business
that operates or would operate as a fraud or deceit
upon a fund; or
(iv) 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, other than an Independent Trustee, 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 unless such
Access Person:
(i) obtains advance clearance of such transaction
pursuant to Section V; and
(ii) 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 Chairman of
the Fund before directly or indirectly acquiring Beneficial
Ownership in any securities in an Initial Public Offering. In
the case of the Chairman, 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 the Fund shall be required to disclose that
ownership when they play a part in an Adviser's or
Subadviser's subsequent consideration of a transaction in the
securities of that issuer. In such circumstances, the
Adviser's or Subadviser'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 Chairman of the Fund before directly
or indirectly acquiring Beneficial Ownership in any securities
in a Limited Offering. In the case of the Chairman, 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 the Fund shall be
required to disclose that ownership when they play a part in
an Adviser's or Subadviser's subsequent consideration of a
transaction in the securities of that issuer. In such
circumstances, the Adviser or Subadviser'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 Chairman of the Fund. In the case of the Chairman,
approval is to be given by Alleghany Asset Management's Chief
Financial Officer.
(B) An Independent Trustee 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 have known that the
time of entering into the transaction that (1) the Fund was
purchasing or selling the Covered Security ; or (2) an Adviser
or a Subadviser of the Fund was, considering purchasing or
selling the Covered Security for the Fund.
(C) The prohibitions of Section IV(A)(1) and the pre-clearance
requirements of Section V do not apply to:
(1) 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);
(2) 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;
(3) Transactions in futures contracts on U.S. Treasury
obligations (and related options)
effected on a U.S. commodities exchange;
(4) Involuntary (i.e. non-volitional) purchases and
sales of Covered Securities;
(5) Transactions in an account over which the Access
Person does not exercise, directly or indirectly, any
influence or control;
(6) Transactions involving the exercise of Alleghany
Corporation stock options; and
(7) Transactions in equity securities where the
transaction (or series of related transactions)
involves under $10,000, of a company with market
capitalization of over $10 billion.
Section V Pre-Clearance Procedures
(A) 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(A)(1) above
must be obtained from the Head Equity Trader or the Head Fixed
Income Trader of the Adviser or Subadviser, as appropriate
(based on the type of Covered Security subject to the proposed
transaction) 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 the Chairman of the Fund.
(B) Factors Considered in Clearance of Personal Transactions
Investment Personnel shall not generally be permitted to buy
or sell a Covered Security within seven calendar days before
or after the series of the Fund with which they are affiliated
trades in that security. Access Persons who are not Investment
Personnel will generally be permitted, subject to these
pre-clearance procedures, to buy or sell a security one
calendar day before or after the Fund trades in the Covered
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, in addition to the above-mentioned time-frames, a
Clearing Officer will consider the following factors in
determining whether to clear a proposed transaction:
(1) 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
(2) 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 the Fund;
and
(3) Whether the transaction is likely to affect the
Fund adversely; and
(4) In extraordinary circumstances, whether the person
making the proposed purchase or sale has demonstrated
extreme financial hardship.
(C) Time of Clearance
(1) Access Persons, other than an Independent Trustee, 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 an Access Person 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.
(2) 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 shall expire if and when the person becomes
aware 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 pre-clearance.
Accordingly, if an Access Person becomes aware 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.
(D) Form
Clearance must be obtained by requesting such clearance in a
form acceptable to 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 a Fund and such Access Person has responsibility regarding
the determination by an Adviser or Subadviser of securities to
be purchased or sold for the Fund, the Access Person must
inform the Clearing Officer of that fact at the time approval
to purchase or sell the Covered Security is sought.
(E) 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.
(F) 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
(A) 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, in the form 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.
(B) 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 or disposed of a direct or
indirect Beneficial Interest in any Covered Security. Such
report, in the form 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:
(1) Date and nature of the transaction (purchase, sale
or any other type of acquisition
or disposition);
(2) 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;
(3) Name of the broker, dealer or bank with or through
whom the transaction was effected;
and
(4) The date the report is submitted by the Access Person.
(C) Notwithstanding the reporting requirements set forth in this Section
VI, an Independent Trustee is not required to file Personal Securities Holding
Report upon becoming a trustee of the Fund or an Annual Personal Securities
Holding Report. However, an Independent Trustee shall file a Quarterly
Securities Transaction Report. Such report would include a list of any purchase
or acquisition resulting in his or her direct or indirect Beneficial Ownership
of any Covered Security and any sale or disposition of any Covered Security in
which he or she has direct or indirect Beneficial Ownership if he or she knows
or should known that the time of entering into the transaction that (1) the Fund
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) an Adviser or a Subadviser of the Fund has,
within the last 15 calendar days considered purchasing or selling the Covered
Security for the Fund or within the next 15 calendar days intends to consider
purchasing or selling the Covered Security for the Fund.
(D) Brokerage Accounts and Statements
Access Persons, except Independent Trustees, shall:
(1) 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.
(2) Instruct the brokers for their accounts to provide
duplicate account statements and copies of confirmations
of all personal securities transactions to the Compliance
Officer.
(3) On an annual basis, certify that they have complied with
the requirements of (1) and (2) above.
(E) 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.
(F) 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 the Fund 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.
(G) Where to File
All Quarterly Securities Transaction Reports and Personal
Securities Holdings Reports must be filed with the Compliance
Officer.
(H) 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.
<PAGE>
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 the Fund 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 trustees of the Fund.
(B) Outside Business Activities
Access Persons, other than Independent Trustees, may not
engage in any outside business activities that may give rise
to conflicts of interest or jeopardize the integrity or
reputation of the Fund. Similarly, no such outside business
activities may be inconsistent with the interest of the Fund.
Access Persons who are officers or employees of the Fund may
not serve as directors of any public or private company,
except with the prior approval of the Chairman of the Fund.
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 the Fund. 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
(A) 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.
(B) Organizations
No less frequently than annually, each of the Fund, the
Advisers and the Subadvisers must furnish to the Fund's Board
of Trustees, and the Board must consider, a written report
that (a) describes any issues arising under its respective
code of ethics or procedures since the last report to the
Board, including, but not limited to, information about
material violations of such code or procedures and sanctions
imposed in response to material violations; and (b) certifies
that it has adopted procedures reasonably necessary to prevent
Access Persons from violating its respective code.
Section IX Sanctions
Any violation of this Code shall be subject to the imposition of such
sanctions by the Fund as may be deemed appropriate under the circumstances to
achieve the purposes of Rule 17j-1 and this Code. The sanctions to be imposed
shall be determined by the Chairman or the Fund's officers and reported to the
Fund's Board of Trustees, including a majority of the Independent Trustees.
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 the Fund and the
more advantageous price paid or received by the offending person.
Section X Administration and Construction
(A) The administration of this Code shall be the responsibility of
the Compliance Officer in accordance with this Code and the
Act .
(B) The duties of the Compliance Officer are as follows:
(1) Continually maintaining of 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 Fund or of any company
that controls the Fund, and informing all Access
Persons of their reporting obligations hereunder;
(2) On an annual basis, providing all Access Persons a
copy of this Code and informing such persons of their
duties and obligations hereunder;
(3) Maintaining or supervising the maintenance of
all records and reports required by
this Code;
(4) 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 by the Fund;
(5) Obtaining and maintaining Personal Securities Holding
Reports from all Access Persons at the time they
become Access Persons and on an annual basis
thereafter;
(6) 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;
(7) Conducting inspections or investigations as shall
reasonably be required to detect and report, with
recommendations, any apparent violations of this Code
to the Board of Trustees of the Fund; and
(8) Submitting to the Board of Trustees of the Fund, 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).
(C) The Compliance Officer shall maintain and cause to be
maintained in an easily accessible place at the principal
place of business, the following records:
(1) A copy of all codes of ethics adopted by the Fund
pursuant to Rule 17j-1 that have been in effect at
any time during the past five (5) years;
(2) 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;
(3) 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;
(4) A copy of each report made by the Compliance Officer
to the Board of Trustees for two years from the end
of the fiscal year of the Fund in which such report
is made or issued and for an addition three (3) years
in a place that need not be easily accessible;
(5) 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 , or who are or
were responsible for reviewing such reports;
(6) 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 an additional three
years in a place that need not be easily accessible;
and
(7) 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.
(D) This Code may not be materially amended or modified except in
a written form that is specifically approved by majority vote
of the Independent Trustees.
This Code of Ethics was adopted and approved by the Board of
Trustees of the Fund, including a majority of the Independent Trustees, at a
meeting held on September 21, 2000.
