FRONTIER CAPITAL MANAGEMENT COMPANY, LLC
INDIVIDUAL CODE OF ETHICS
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As an employee and/or member of the Management Committee of Frontier Capital
Management Company, LLC (`FCMC') (an "employee") the undersigned agrees to abide
by the following Code of Ethics in regard to personal securities transactions.
This code includes any trading done by your spouse or for your minor children as
well. Such trades must abide by the procedures below including pre-clearance and
post quarterly reporting. Violations of the code are viewed as unacceptable by
the management of FCMC, and may result in forfeiture of related profits,
monetary penalties, or loss of position. We encourage you to seek guidance
before entering into any ambiguous transactions.
1. In general personal transactions will in no way conflict with the best
interest of the firm's clients. It is expected at all times that
responsibility to the client will receive priority over personal interest.
2. An employee must have pre-clearance to trade in any covered security (as
that term is defined in Rule 17j-1 under the Investment Company Act of
1940, as amended (the "Act")). First, the trade must be cleared by the
trading desk. If it is determined that the covered security is owned by a
FCMC client, clearance then is sought by the responsible portfolio manager.
If the covered security is not owned, clearance should be sought by the
portfolio manager who would normally trade in stocks of that capitalization
size. If the covered security is appropriate for more than one manager, an
attempt should be made to seek approval from them as well. Trade approvals
are good for two business days, and then must be renewed. Once a trade is
approved the clearance slip should be given to FCMC's Chief Financial
Officer.
3. At no time can an employee trade in a stock where there is an active order
on the trading desk.
4. Employees cannot purchase IPOS or `hot' secondary offerings.
5. Employees who buy private placements must discuss such transactions and
obtain pre-clearance before committing to them. It should be recognized
that private placements have led to compliance problems at other investment
firms. In particular serious problems can occur if the company does come
public and Frontier wishes to become a shareholder, or the private
placement itself is offered by a brokerage firm that services Frontier.
CODE OF ETHICS
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6. Employees (and their spouses) are required to sign the attached form which
directs your broker to send us a duplicate confirm of all equity trades you
make. We will need one form for each broker.
7. Within 10 days of becoming an employee of FCMC, the employee and his/her
spouse will fill out and return to FCMC's Compliance Officer an initial
holdings report as required pursuant to Rule 17j-1(d)(1)(i) under the Act.
8. Within 10 days of the close of the calendar quarter the employee and his
spouse will fill out and return to FCMC's Compliance Officer a quarterly
transaction report as required pursuant to Rule 17j-1(d)(1)(ii) under the
Act.
9. Within 30 days of the close of each calendar year, the employee and his/her
spouse will fill out and return to FCMC's Compliance Officer an annual
holdings report as required pursuant to Rule 17-j(d)(1)(iii) under the Act.
10. Personal transactions in companies with a market value less than $2 billion
or where the employees total position is greater than $200,000 must abide
by the following rules. If the transactor is an analyst with research
responsibility for the stock, he must receive prior clearance from all
portfolio managers who own the stock. If the transactor is a portfolio
manager who owns the stock in his portfolios, above transactions that are
purchases are prohibited if a full position has not been bought for the
client; similarly transactions that are sales are prohibited until the
client's position is sold.
11. Portfolio managers will also adhere to special blackout rules on personal
transactions. In the case where the manager has purchased or sold a stock
personally, he will have to wait ten business days before buying for the
client. In the case where the manager has sold the client's position, he
must wait ten days before buying the stock personally. The intent of this
rule is to eliminate any appearance of front-running or misuse of the
client's market power. Exceptions can be granted by the Compliance Officer.
12. At all times all personal conduct in the stock market will abide by federal
and state securities laws.
13. Employees wishing to become directors of for-profit organizations must seek
permission from the Management Committee.
14. The compliance committee that can clear transactions includes: Michael A.
Cavarretta, Thomas W. Duncan, Thomas W. Duncan, Jr., Grace K. Fey, John G.
Higgins, Stephen M. Knightly, and William A. Teichner and J. David
Wimberly.
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15. The Management Committee reserves the right to modify the above rules in
exceptional circumstances.
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Signature Date
CODE OF ETHICS
