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Exhibit No. 15(f)
FFTW
CODE OF ETHICS
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COVERING
CHARTER ATLANTIC CORPORATION
FISCHER FRANCIS TREES & WATTS, INC.
FISCHER FRANCIS TREES & WATTS
CHARTER ATLANTIC SECURITIES CORPORATION
FFTW FUNDS, INC.
FISCHER FRANCIS TREES & WATTS (SINGAPORE), PTE. LTD.
FISCHER FRANCIS TREES & WATTS KABUSHIKI KAISHA
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CONTENTS
I. INTRODUCTION
II. CONFIDENTIALITY
III. TRADING GUIDELINES FOR ACCOUNTS UNDER INVESTMENT MANAGEMENT BY THE
FIRMS
IV. POLICIES GOVERNING BUSINESS ETHICS AND POSSIBLE CONFLICTS OF INTEREST
V. STANDARDS OF CONDUCT
VI. OBLIGATIONS OF DISINTERESTED DIRECTORS OF THE FUND
VII. RECORDKEEPING REQUIREMENTS
Attachments:
1. Certificate of Receipt
2. Annual Compliance Certificate
3. Proposed Transactions
4. Quarterly Summary of Securities Transaction Form and New Account Form
5. Annual / New Covered Person Transaction Report
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CODE OF ETHICS
I. INTRODUCTION
This Code of Ethics sets forth the policies and procedures of FFTW Funds,
Inc. (the "Fund"), Fischer Francis Trees & Watts, Inc. ("FFTW"), and its
affiliated companies(1) (each a "Firm" and, collectively, the "Group")
regarding business ethics, confidentiality and trading in securities. These
policies and procedures are mandatory and are designed to protect the
business interests of the Firm and their respective clients. This Code of
Ethics is adopted pursuant to Section 15(f) of the Securities Exchange Act of
1934, Section 204A of the Investment Advisers Act of 1940 and Rule 17j-1
under the Investment Company Act of 1940.
The provisions of this Code of Ethics apply to "Covered Persons." The term
"Covered Persons" generally includes any director, officer or employee of any
Firm. The term also includes any employee or officer of Investors Capital
Corporation or Investors Bank and Trust Company who, as part of his or her
regular duties, is involved with providing administrative services to the Fund.
THE TERM DOES NOT INCLUDE THE "DISINTERESTED DIRECTORS" OF THE FUND,(2) ALTHOUGH
THOSE DIRECTORS ARE SUBJECT TO CERTAIN REQUIREMENTS, AS SET FORTH IN SECTION V
OF THIS CODE.
Each Covered Person is required to read and understand the policies and
procedures contained in this Code of Ethics and sign the Certification attached
hereto on page A-1. Failure to comply with these policies and procedures may
subject an employee to civil and criminal liabilities, penalties or fines,
imprisonment, legal prohibition against further employment in the securities
industry and dismissal from employment for cause. In the event of dismissal for
cause, an employee may lose certain benefits from his or her Firm and/or
applicable unemployment insurance laws. The relevant Firm will investigate any
matter for which the facts suggest that the Code of Ethics may have been
violated.
All questions concerning the interpretation or application of the policies and
procedures set forth in this Code of Ethics should be addressed to a senior
officer of the relevant Firm. All Covered Persons are encouraged to seek advice
from legal counsel with respect to any action or transaction which may violate
this Code of Ethics and to refrain from any action or transaction which might
lead to the appearance of a violation.
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(1) Affiliates of FFTW currently include Charter Atlantic Corporation ("CAC"),
Fischer Francis Trees & Watts, a UK partnership ("FFTW UK"), Charter Atlantic
Securities Corporation ("CASCO"), Fischer Francis Trees & Watts (Singapore),
PTE. LTD. ("FFTW Singapore") and Fischer Francis Trees & Watts Kabushiki Kaisha
("FFTW KK").
(2) Disinterested directors means directors of the Fund who are not officers,
employees or otherwise "Interested Persons" of FFTW as that term is defined in
Section 2(a)(19) of the Investment Company Act.
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The details set out in this Code of Ethics are in addition to those set out in
the Firm's Compliance Manuals, which Covered Persons are also required to read
and observe.
II. CONFIDENTIALITY
PROHIBITION ON TRADING. Confidential information is known by virtually every
Covered Person. No confidential information should be used by any Covered Person
for any direct or indirect personal benefit during the term of such person's
relationship with his or her Firm and after such relationship has ended. This
restriction applies regardless of the source of such information and includes
trading securities on the basis of such confidential information or advising
others to trade on such basis.
WHEN IS INFORMATION "CONFIDENTIAL"? In general, any information received from
any source (whether in the course of employment or otherwise) that a Covered
Person does not know to have been publicly disseminated should be assumed by
such Covered Person to be non-public, confidential information. A Covered Person
should not regard information as having been "publicly disseminated" unless he
or she can point to some fact or event demonstrating that the information is
generally available; for example, disclosure of the information in a press
release, in daily newspapers or in public disclosure documents such as
prospectuses or annual reports. If a Covered Person is unclear whether
information is confidential, he or she should consult a senior officer of the
relevant Firm.
Confidential information may be related to the Group, its clients, its employees
or other business or governmental entities. Examples of confidential information
include information concerning the (i) securities transactions of a client or of
any member of the Group before they are executed, (ii) policies of clients that
are not publicly known and (iii) the operations or condition of any client.
PROCEDURES REGARDING CONFIDENTIAL INFORMATION. Confidential information should
never be disclosed to any outsider (including any relative of a Covered Person).
Caution is to be taken against making even casual remarks which might disclose
information of a confidential nature or allow the appearance of such disclosure.
This applies not only during work and in public places but also at home and in
all outside social contacts. Care should be exercised in discussing confidential
matters in elevators, at restaurants or in other places where outsiders may be
present or where unauthorized personnel could obtain confidential information
they should not have. Unnecessary copying of confidential documents should be
avoided and documents containing confidential information should not be
displayed in elevators or left in conference rooms, on desks or in other
locations where they may be seen by outsiders or by unauthorized personnel.
Extra or unnecessary documents containing confidential information should be
promptly destroyed.
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TRADE SECRETS. All computer programs, investment methods and techniques, trade
secrets and other confidential information developed, created or obtained by or
with the assistance of any Covered Person during his or her relationship with
his or her Firm is the property of the Firm and no Covered Person has or may
exercise any ownership or other rights or interest in any such property or
information. A Covered Person may not use any trade secrets, property or
confidential information during the course of any future employment. Upon
termination of a Covered Person's relationship with the Firm, such Covered
Person should return to the Firm all confidential information and trade secrets.
III. TRADING GUIDELINES FOR ACCOUNTS UNDER INVESTMENT MANAGEMENT BY THE FIRMS
ESTABLISHMENT OF GUIDELINES. Guidelines with respect to the investment policies
for each account under investment management (each such account and each
investment company registered with the SEC to which one of the Firms acts as an
investment advisor is hereinafter referred to as a "Managed Account") shall be
determined with each client. Such guidelines shall reflect the investment
objectives and the risk preferences of the particular client. The guidelines
shall specify among other considerations the type of fixed-income securities and
related derivatives which are eligible for purchase and their credit quality
which, except when there are specific reasons to the contrary agreed to with the
client, will be of "investment grade." In addition, the guidelines may specify
permitted or prohibited counterparties or both. All purchases and sales on
behalf of any Managed Account shall comply with the guidelines for that Managed
Account.
NO FAVORITISM. No Managed Account shall be favored with respect to the selection
of securities, sale of securities, or timing of purchase or sale of securities
over any other Managed Account. The method of allocating block purchases is
discussed below.
TRANSACTIONS WITH OTHER MANAGED ACCOUNTS. No securities shall be sold to or
purchased from one Managed Account by another Managed Account, and no securities
shall be sold to or purchased from any of the Firms by any Managed Account.
SELECTION OF DEALERS. All securities purchased and sold for Managed Accounts
shall be purchased from and sold to established securities dealers, which shall
be selected in a manner consistent with seeking to obtain best execution of all
securities transactions for each Managed Account. No concessions on prices
shall be made to any dealer by reason of services performed or goods supplied or
offered to be performed or supplied.
Employees of FFTW UK should also comply with the restrictions on entering into
soft commission agreements with brokers, set out in FFTW UK's Compliance Manual.
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BLOCK PURCHASES. If at any time it is decided that the same securities should be
purchased or sold for one or more Managed Accounts in accordance with their
respective investment guidelines, such securities shall, to the extent possible,
be purchased or sold as a block, and such securities or the proceeds allocated
to the respective Managed Accounts at the price paid per unit allocated. If the
aggregate amount of securities purchased or sold is for reasons of price or
availability less than the initial amount desired, the actual amount of
securities purchased or sold, to the degree it is feasible, shall be allocated
among the Managed Accounts in approximate proportion to the initial amounts
designated for such Managed Account, unless it is determined by a senior officer
of the Firm that it is in the best interests of such managed Accounts to have a
different allocation. Any such determination shall be documented and a copy sent
to the Chief Risk Oversight Officer or his or her delegee.
If the same securities have been selected for purchase and sale by one of the
Firms at the same time and at the same or comparable prices to those selected
for the Managed Accounts, such securities shall be purchased or sold to the
extent feasible as a block on behalf of one of the Firms and the Managed
Accounts. To the extent that only a lesser amount of such securities can be
transacted at the price desired, then, unless the Chief Risk Oversight Officer
of the Firm or his or her delegee otherwise agrees, the Managed Accounts shall
be allocated their full portion and the amount sold or purchased by the Firms
shall be reduced accordingly. Each aggregated transaction and the corresponding
allocations shall be simultaneously entered on a trade ticket, which shall be
time stamped.
PROHIBITION AGAINST TRADING BASED UPON CONFIDENTIAL INFORMATION. No transactions
may be executed by or on behalf of any Managed Account or member of the Group
based upon any confidential information (including information concerning
prospective securities transactions of any other Managed Account) although,
subject to the policies outlined above, similar transactions may be executed for
such accounts at the same time.
IV. POLICIES GOVERNING BUSINESS ETHICS AND POSSIBLE CONFLICTS OF INTEREST
The purpose of these policies is to ensure that the interest of the Firms'
clients, and those of the Firms in general, come before what might, in any
circumstances, be construed as a Covered Person's own individual interest or
benefit outside the Group. In the case of FFTW UK, it may be necessary in
certain circumstances, to disclose the existence of the conflict to the relevant
client; please refer to FFTW UK's Compliance Manual.
Conflict of interest, the potential for conflict, or even the appearance of such
conflict is to be avoided. A Covered Person's decisions about the best interests
of the clients should not be compromised or appear to be compromised by his or
her investments or other interests. Questions of proper business ethics and
conflicts of interest are often difficult
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to discern and to resolve. IF THERE IS ANY QUESTION, A COVERED PERSON SHOULD
CONSULT A SENIOR OFFICER OF THE RELEVANT FIRM for an interpretation of a
situation before he or she acts.
OUTSIDE ACTIVITY. Covered Persons are encouraged to engage in worthy activities
for their community or personal development. Such activities, however, should
not be allowed to impair the working efficiency or responsibilities of the
individual. Covered Persons may from time to time be asked to serve as
directors, advisors, or in other forms of participation in other companies or
organizations. Because such commitments can involve substantial responsibilities
and potential conflicts of interest or the appearance of such conflicts, Covered
Persons should not accept such positions without the prior approval of a senior
officer of the relevant Firm.
PERSONAL FINANCE. In addition to the limitations regarding investment in
fixed-income securities (see the following Section V), Covered Persons are
prohibited (other than by ownership of publicly traded securities) from having a
direct or indirect interest or investment in any dealer, broker or other current
or prospective supplier of goods or services from which the Covered Person might
materially benefit or appear to benefit as a consequence of the Group's
activities with the entity. One gauge of materiality would arise if the Group's
current or future activities with a given entity might materially affect the
economic prospects of that entity. If there is any question, a Covered Person
should consult a senior officer of the relevant Firm.
Generally, Covered Persons are expected to conduct their personal finances and
investments in a prudent manner. Obviously, there would be a potential danger to
the Group, as well as an impairment of productivity because of emotional
factors, if a Covered Person were ever to become financially embarrassed.
GIFTS AND ENTERTAINMENT. No Covered Person should offer, give, solicit or accept
a gift or entertainment from any person which is likely to significantly
conflict with the Group's duties to its customers. Naturally, every effort
should be made to refuse as gracefully as possible. The existence of this policy
can be cited as the reason for refusing such gifts or entertainment.
Acceptance of even nominal gifts and modest entertainment from dealers or
brokers or others seeking favor from a Covered Person or the Group should be
discouraged where possible. A gift is more than nominal and entertainment is
more than modest if it might in any way influence the recipient, or appear to
others that the recipient might be influenced in the conduct of any business
with the donor.
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V. STANDARDS OF CONDUCT
A. GENERAL STANDARDS. In connection with the purchase or sale, directly
or indirectly, of a "security held or to be acquired" by a Managed Account, a
Covered Person shall not:
1. employ any device, scheme or artifice to defraud such Managed
Account;
2. make to such Managed Account any untrue statement of a material
fact or omit to state to such Managed account a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading;
3. engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon such Managed
Account; or,
4. engage in any manipulative practice with respect to such Managed
Account.
B. PRE-APPROVAL OF TRADES IN FIXED-INCOME SECURITIES, INITIAL PUBLIC
OFFERINGS AND PRIVATE PLACEMENTS.(3) Each Covered Person must obtain
pre-approval, pursuant to the procedures set forth below for the following
transactions:
1. For transactions in fixed-income securities and related
derivative transactions, including foreign exchange; or
2. For securities issued by clients of the Group that such Covered
Person purchases or sells for his own account or for an account
in which a Covered Person has a Beneficial Ownership;(4) or
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(3) IPO means an offering of equity or debt securities registered under the
Securities Act of an issuer not previously subject to reporting requirements.
The pre-approval requirement includes transactions in any option to purchase or
sell an IPO or private placement security or transactions in any convertible
security linked to an IPO or private placement security.
(4) Generally, a Covered Person will be regarded as having beneficial ownership
of securities held in his or her name, or in the name of any of the following
persons, UNLESS the Covered Person does not have any direct or indirect
influence or control over the account in question: (1) his or her spouse or
minor child; (2) a relative sharing the same house; (3) anyone else, if the
Covered Person: (a) obtains benefits substantially equivalent to ownership of
the securities; or (b) can obtain ownership of the securities immediately or at
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3. For the acquisition of Beneficial Ownership in any fixed
income or equity securities in an Initial Public Offering ("IPO") or private
placement.
The pre-approval requirements do not apply to investments in public
open ended mutual funds of either equity or fixed-income securities.
C. PROCEDURE FOR PRE-APPROVAL. Each transaction requiring pre-approval
should be described on the appropriate form attached hereto on page A-3 and
submitted for approval to the Chief Risk Oversight Officer or his or her
delegee. The required form is available from the Chief Risk Oversight Officer or
his or her delegee and should be filled out to identify the security, amount and
type of transaction.
Approval or disapproval will be given as quickly as possible and will be
based on the determination by the Chief Risk Oversight Officer or his or her
delegee that the transaction requiring pre-approval by the Covered Person does
not present a material conflict of interest between the Fund investors and the
Covered Person. Records of such pre-approval determinations, will be maintained
by the Chief Risk Oversight Officer or his or her delegee pursuant to Article
VII.
D. REQUIRED REPORTS OF SECURITIES TRANSACTIONS AND HOLDINGS
GENERAL REQUIREMENTS. Each Covered Person shall report to the Chief
Risk Oversight Officer or his or her delegee by completing the
following reports on the appropriate form, which forms are attached
hereto on pages A-4 and A-5, transactions and holdings IN ANY
SECURITY(5) by such Covered Person, including any Beneficial
Ownership.
INITIAL REPORTING OF SECURITIES HOLDINGS. Each Covered Person shall
make an initial report of the following information not later than
ten days after the Covered Person becomes a Covered Person:
1. The title, number of shares and principal amount of each
security in which the Covered Person had any Beneficial
Ownership when the person became a Covered Person;
2. The name of any broker, dealer or bank with whom the
Covered Person maintained an account in which any
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some future time. If anyone has questions regarding this policy concerning
relatives of a Covered Person, he or she should discuss the situation with a
senior officer of the relevant firm.
(5) "Transactions and holdings in any security" shall include transactions and
holdings in any option to purchase or sell a security or transactions and
holdings in any convertible security.
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securities were held for the Beneficial Ownership of the
Covered Person as of the date the person became a Covered
Person; and
3. The date that the report was submitted by the Covered
Person.
QUARTERLY REPORTING. Each Covered Person shall make a quarterly
report of the following information not later than ten days after
the end of the calendar quarter in which the transaction to which
the report relates.
QUARTERLY REPORTING OF SECURITIES TRANSACTIONS. With respect to
any securities transactions in which the Covered Person had
Beneficial Ownership, such reports shall contain the following
information:
1. The date of the transaction, the title, the
interest rate and maturity date (if applicable),
the number of shares and principal amount of each
security involved;
2. The nature of the transaction (i.e., purchase,
sale or any other type of acquisition or
disposition);
3. The price at which the transaction was effected;
4. The name of any broker, dealer or bank with whom
the transaction was effected; and
5. The date that the report was submitted by the
Covered Person.
If no purchases, sales or other transactions were
effected in the quarter in question, the Covered Person
should check the appropriate box on the form.
QUARTERLY REPORTING OF NEW ACCOUNTS. With respect to any new
account established by a Covered Person in which any securities
were held during the quarter for the Beneficial Ownership of
the Covered Person, the reports shall contain the following
information:
1. The name of any broker, dealer or bank with which
the Covered Person established the account;
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2. the date the account was established; and
3. The date that the report was submitted by the
Covered Person.
If no new securities accounts were established in the
quarter in question, the Covered Person should check the
appropriate box on the form.
ANNUAL REPORTING OF SECURITIES HOLDINGS. Each Covered Person shall
sign the Annual Certification report form, attached hereto on page
A-2, and make an Annual Report of the following information not
later than ten days after the end of the calendar year for which the
report relates (which must be current as of a date no more than 30
days before the report is submitted).
1. The title, number of shares and principal amount
of each security in which the Covered Person had
any Beneficial Ownership;
2. The name of any broker, dealer or bank with whom
the Covered Person maintains an account in which
any securities were held for the Beneficial
Ownership of the Covered Person; and
3. The date that the report was submitted.
E. EXCEPTIONS TO REPORTING REQUIREMENTS. No reporting by a Covered
Person shall be required with respect to transactions in public open ended
mutual funds.
F. RESPONSIBILITY FOR ADMINISTRATION OF THE CODE. The Chief Risk
Oversight Officer or his or her delegee shall be responsible for the
administration of this Code of Ethics and shall take all steps necessary to
implement the provisions of the Code, including the following:
1. REVIEW OF REPORTS FILED. Reviewing all reports filed under the
Code, determining whether all required reports have been filed and
obtaining from Covered Persons copies of any overdue reports that
have not yet been filed.
2. REMEDIAL ACTIONS AND SANCTIONS FOR VIOLATIONS OF THE CODE.
Determining whether the conduct of a Covered Person has violated any
provision of the Code and, after consultation with other members of
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management of the Firm as necessary, deciding on the appropriate
action to be taken in response to such violations.
3. ANNUAL REPORTS TO THE FUND'S BOARD OF DIRECTORS. Preparing and
providing to the Board of Directors of the Fund, no less frequently
than annually, a written report to the Board describing any issues
that have arisen under Article V of this Code of Ethics (Standards
of Conduct -- Personal Securities Activities) since the last such
report to the Board, including, but not limited to, information
about material violations of Article V by Covered Persons and
remedial actions taken and sanctions imposed in response to those
violations.
VI. OBLIGATIONS OF DISINTERESTED DIRECTORS OF THE FUND.
A. OBLIGATION TO AVOID THE DISCLOSURE OR MISUSE OF CONFIDENTIAL
INFORMATION. To the extent that a disinterested director of the Fund should
learn of any confidential information, that director should conduct himself or
herself in accordance with the terms of Article I of this Code.
B. APPLICABILITY OF GENERAL STANDARDS RELATING TO PERSONAL SECURITIES
ACTIVITIES. Each disinterested director shall be deemed to be a Covered Person
solely for purposes of Article V, Section A of this Code relating to purchases
or sales of securities held or to be acquired by the Fund.
C. REPORTING OF TRADES WHERE DIRECTOR HAS ACTUAL KNOWLEDGE OF FUND
HOLDINGS. If a disinterested director learns or, in the ordinary course of
fulfilling his or her official duties as a Fund director, should have known,
that during the 15 day period immediately before or after the director's
transaction in a security, the Fund purchased or sold the same security, or the
Fund or FFTW considered purchasing or selling the same security, then the
director shall prepare and file with the Fund a quarterly transaction report in
accordance with Article V, Section D of this Code of Ethics.
VII. RECORDKEEPING REQUIREMENTS.
The Chief Risk Oversight Officer or his or her Delegee shall preserve
in an easily accessible place for five years:
A. This Code of Ethics and any prior versions;
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B. A list of persons who were required to make reports pursuant to this
Code of Ethics, or who are or were responsible for reviewing these
reports;
C. A copy of each report made pursuant to this Code of Ethics;
D. A record of any violation of this Code of Ethics and any action
taken thereon;
E. A record of any decision to approve the acquisition by Covered
Persons of IPO or private placement securities under Article III of
this Code of Ethics; and
F. A copy of each annual certification report made pursuant to
Rule 17j-1(c)(2)(ii).
G. The Chief Risk Oversight Officer or his or her Delegee is
responsible for maintaining records in a manner to safeguard their
confidentiality. Each Covered Person's records will be accessible
only to the Covered Person, the Chief Risk Oversight Officer or his
or her Delegee and senior management of the firm.
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CODE OF ETHICS
CERTIFICATE OF RECEIPT
I _________ certify that I have received and reviewed a copy of the Code of
Ethics (the "Code") of FFTW Funds, Inc. and the related members of the Group and
that I understand the requirements therein and agree to be bound by its terms.
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Date Signature of Covered Person
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CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATE
2000
I _________ certify that I have received and read a copy of the Code of Ethics
(the "Code") of Charter Atlantic Corporation and the related members of the
Group and agree to be bound by the Code. I further certify that no breach of
this Code has occurred or is occurring and understand that any such breach of
the Code is grounds for immediate dismissal for cause. I also certify that I
have met all the reporting requirements of the Code.
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Date Signature of Covered Person
A-2
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PROPOSED TRANSACTIONS IN
FIXED-INCOME SECURITIES
CLIENT SECURITIES
INITIAL PUBLIC OFFERINGS OR
PRIVATE PLACEMENTS
Employee:
Purchase or Sell (circle one)
<TABLE>
<CAPTION>
Expected Number of Shares/
execution date Dealer/Broker Par Amount Security description
-------------- ------------- ---------- --------------------
<S> <C> <C> <C>
</TABLE>
Covered Person's signature:
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Approved by:
------------------------------
Stephen C. Francis
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SUMMARY OF PERSONAL INVESTMENT TRANSACTIONS
QUARTER ENDING _______, 2000
Name (please print): ________________________________
<TABLE>
<CAPTION>
<S><C>
Please check as applicable (refer to note below): / / No transactions to report. / / Transactions to report as follows:
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Number of Shares/
Date Par Amount Name/Security Description Price Dealer/
Broker/Bank
<S> <C> <C> <C> <C> <C>
FIXED INCOME SECURITIES
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Purchases
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Sales
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EQUITY SECURITIES
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Purchases
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Sales
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OTHER TRANSACTIONS
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Purchases
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Sales
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Has a new account been opened during the past quarter? Yes _____ No _____
If the answer to the question above is yes, please indicate the following:
Name of Broker: Date Account Established:
------------------------------ -----------------------------
Signature: Date:
----------------------------------- -------------------------------------------------
</TABLE>
*Shares of mutual funds are not included
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REPORT OF SECURITIES HOLDINGS
Name (please print)
--------------------------
<TABLE>
<CAPTION>
SECURITY NUMBER OF SHARES BROKER/DEALER BANK
-------- ---------------- ------------------
<S> <C> <C>
</TABLE>
Check here if _____ Initial Report
_____ Annual Report
Signature: Date:
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*Mutual fund shares do not need to be included
A-5
