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CODE OF ETHICS FOR CHARTWELL INVESTMENT PARTNERS, L.P.
The following Code of Ethics shall apply to all partners, officers and
employees of Chartwell Investment Partners, L.P. ("Associates").(1) This Code of
Ethics is based on the principle that all Chartwell Associates owe a fiduciary
duty to the Firm's clients to conduct their affairs, including their personal
securities transactions, in such a manner as to avoid: (i) serving their own
personal interests ahead of clients; (ii) taking advantage of their position;
and (iii) any actual or potential conflicts of interest.
The effective date of the Code of Ethics is June 24, 1997. Please
direct any questions about this Code of Ethics to the Compliance Officer.
1. CODE OF CONDUCT GOVERNING PERSONAL SECURITIES TRANSACTIONS.
a. The personal trading activities of all Chartwell
Associates must be conducted in a manner to avoid
actual or potential conflicts of interest with
Chartwell's clients. No Associate may use his or her
position with Chartwell or any investment opportunities
he or she learns of because of his or her position with
Chartwell, to the detriment of Chartwell's clients.
Chartwell Associates are not permitted to front-run any
securities transaction of a client, or to scalp by
making recommendations for clients with the intent of
personally profiting from personal holdings of
transactions in the same or related securities. Each
Associate should promptly report any situation or
transaction involving an actual or potential conflict
of interest to the Compliance Officer.
b. Even if not specifically prohibited under paragraph D
below, certain personal trading activities may create
or appear to create conflicts of interest. If an
Associate has any doubt whether a personal trade raises
a conflict of interest, the Associate should consult
the Compliance Officer before trading. The Compliance
Officer's determination as to whether a particular
personal trading activity is permitted shall be
conclusive. If the Compliance Officer determines that a
particular personal trading activity is not permitted,
the Associate must refrain from or terminate the
activity immediately. Failure to comply with the
Compliance Officer's determination may result in
sanctions, up to and including termination.
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(1) For purposes of compliance with the Code of Ethics, the term "partner"
includes the Firm's general partner and certain limited partners, as described
below. The Firm's general partner is Chartwell G.P., Inc. (the "General
Partner"). The General Partner is a Pennsylvania corporation and, as a practical
matter, does not engage in personal securities transactions. Members of the
General Partner's Board of Directors, however, may engage in personal securities
transactions. Such directors and the Firm's limited partners are subject to this
Code only if they participate in forming investment decisions or receive advance
information about investment decisions or client transactions.
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c. The Management Committee may except any person,
security or transaction from any specific provision of
the Code. The Management Committee will prepare a
report documenting the nature of any exception granted,
the persons involved and the reasons for granting such
exception. Any approval or exception granted by the
Management Committee under this Code shall not be
viewed as or deemed to be a Code violation.
2. WHO IS COVERED BY THESE REQUIREMENTS?
All Chartwell Associates and members of their immediate family
who reside in their household are subject to Chartwell's policies and
procedures governing personal securities transactions.
3. WHAT ACCOUNTS AND TRANSACTIONS ARE COVERED?
(i) Subject to the last sentence of this paragraph, the
policies and procedures cover (1) ALL personal
securities accounts and transactions of each Chartwell
Associate, and (2) all securities and accounts in which
a Chartwell Associate has "beneficial ownership." For
purposes of these requirements, "beneficial ownership"
has the same meaning as in Securities Exchange Act Rule
16a-1(a)(2). Generally, a person has beneficial
ownership of a security if he or she, directly or
indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares
direct or indirect interest in the security. A
transaction by or for the account of a spouse or other
immediate family member living in the same home with a
Chartwell Associate is considered the same as a
transaction by the employee. These policies and
procedures do not cover any securities accounts and/or
transactions relating to any pooled investment product
(including without limitation, private investment
partnerships): (i) managed by Chartwell or an affiliate
of Chartwell; and (ii) in which there is significant
beneficial ownership by persons other than (a)
Chartwell Associates; and (b) spouses or other
immediate family members living in the same home with
such Associate.
4. WHAT SECURITIES ARE COVERED BY THESE REQUIREMENTS?
All securities (and derivative forms thereof, including
options and futures contracts) are covered by these requirements EXCEPT
(1) securities that are direct obligations of the United States, such
as Treasury bills, notes and bonds and derivatives thereof; (2)
bankers' acceptances; (3) bank certificates of deposit; (4) commercial
paper; (5) high quality short-term debt instruments, including
repurchase agreements; and (6) shares of registered, open-end mutual
funds. Please note that shares of closed-end funds and unit investment
trusts are COVERED.
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5. WHAT TRANSACTIONS ARE PROHIBITED BY THESE REQUIREMENTS?
a. CHARTWELL ASSOCIATES MAY NOT PURCHASE OR SELL, DIRECTLY
OR INDIRECTLY, ANY SECURITY WITHIN SEVEN CALENDAR DAYS
BEFORE OR THREE CALENDAR DAYS AFTER THE TIME THAT THE
SAME SECURITY IS BEING OR HAS BEEN PURCHASED OR SOLD
FOR A CHARTWELL CLIENT WITHOUT PRIOR WRITTEN APPROVAL
OF THE COMPLIANCE OFFICER. CHARTWELL ASSOCIATES WHO
VIOLATE THIS PROHIBITION BY PURCHASING A SECURITY
WITHIN SEVEN CALENDAR DAYS BEFORE A CHARTWELL CLIENT
TRADES SUCH SECURITY AND WITHOUT PRIOR APPROVAL, SHALL
BE PROHIBITED FROM SELLING THAT SECURITY FOR A PERIOD
OF SIX MONTHS FROM THE DATE OF THE TRADE. ANY PROFITS
REALIZED FROM A SALE OF SUCH SECURITY WITHIN THE
PROSCRIBED SIX MONTH PERIOD SHALL BE DISGORGED.
FURTHER, A CHARTWELL ASSOCIATE WHO SELLS A SECURITY
WITHIN SEVEN CALENDAR DAYS BEFORE A CHARTWELL CLIENT
SELLS SUCH SECURITY AND WITHOUT PRIOR APPROVAL SHALL
DISGORGE ANY PROFITS REALIZED ON SUCH TRANSACTION EQUAL
TO THE DIFFERENCE BETWEEN THE CHARTWELL ASSOCIATE'S
SALE PRICE AND THE CHARTWELL CLIENT'S SALE PRICE.
b. Chartwell Associates may not purchase ANY securities
(including those otherwise excepted from coverage under
paragraph 4 above) in a private placement or initial
public offering without the prior written approval of
the Compliance Officer.
c. Chartwell Associates may not profit from the purchase
and sale or sale and purchase of the same security
within a 60 day period. Any profits realized from such
trades shall be disgorged.
d. Chartwell Associates may not serve on the board of
directors of any publicly traded or private company
without the prior written approval of the Compliance
Officer.
e. Chartwell Associates are not permitted to accept
anything of value, either directly or indirectly, from
broker-dealers or other persons providing services to
the Firm because of that person's association with the
Firm.
For the purpose of this provision, the following gifts
from broker-dealers or other persons providing
services to the Firm will NOT be considered to be in
violation of this section:
(i) an occasional meal;
(ii) an occasional ticket to a sporting event, the theater, or comparable
entertainment;
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(iii) a holiday gift of fruit or other goods, provided however, that such
gift is made available to ALL Chartwell employees.
6. PRE-CLEARANCE OF PERSONAL TRANSACTIONS.
a. CHARTWELL ASSOCIATES MUST PRE-CLEAR PERSONAL SECURITIES
TRANSACTIONS WITH THE TRADING AND COMPLIANCE
DEPARTMENTS. PRE-CLEARANCE OF A SECURITIES TRANSACTION
IS VALID FOR 48 HOURS. A PRE-CLEARANCE FORM IS FOUND AT
ATTACHMENT 1 (FORM C). PRE-CLEARANCE FORMS MUST BE
SIGNED BY THE ASSOCIATE, A CHARTWELL TRADER AND THE
COMPLIANCE OFFICER. THE COMPLIANCE OFFICER WILL ALSO
PRE-CLEAR ANY TRADER'S TRADES IF ANOTHER TRADER IS NOT
AVAILABLE. FORMS MUST THEN BE GIVEN TO THE COMPLIANCE
OFFICER (OR DESIGNEE).
b. Pre-clearance is not necessary for the following
transactions:
(i) Purchases or sales over which the Associate has no direct or indirect
influence or control.
(ii) Purchases that are part of an automatic dividend reinvestment plan.
7. REPORTS OF SECURITIES HOLDINGS AND IDENTIFICATION OF
SECURITIES ACCOUNTS.
a. Every Chartwell Associate shall disclose to the
Compliance Officer (or designee) all personal
securities holdings and accounts upon commencement of
employment and thereafter on an annual basis as of
December 31st. A form for this purpose may be found at
Attachment 1 (Form E).
b. Every Associate shall direct their brokers to supply to
the Compliance Officer (or designee), on a timely
basis, duplicate copies of the confirmation of all
personal securities transactions and shall notify the
Compliance Officer when the Associate opens a
securities account. A form for this purpose may be
found at Attachment 1 (Form F).
c. Every Chartwell Associate shall certify annually to the
Compliance Officer (or designee) that:
(i) they have read and understand the Code of Ethics; and that they are
subject thereto;
(ii) they have complied with the requirements of the Code of Ethics; and
(iii) they have reported all personal securities transactions and accounts
required to be reported by the Code of Ethics.
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A form for this purpose may be found at Attachment 1
(Form B).
d. Every Chartwell Associate is required to submit reports
to the Compliance Officer (or designee) no later than
10 days after the end of each calendar quarter*
describing each personal securities transaction
effected and securities account opened during the
quarter. The report must be signed and dated by the
reporting person and include a complete response to
each item of information sought on the Quarterly Report
(Form D) found at Attachment 1.
If an Associate has no transactions to report in a
calendar quarter, he or she must check the "no
transactions to report" box on the Quarterly Form, sign
and date the Report and return it to the Compliance
Officer (or designee) by the reporting deadline.
The Compliance Officer (or designee) shall be
responsible for distributing Quarterly Report forms to
each Chartwell Associate at the end of each calendar
quarter and for ensuring that all Associates have filed
the required reports on a timely basis. Late filings
are not acceptable and can lead to disciplinary action,
including termination.
REPORTING OF ALL PERSONAL SECURITIES TRANSACTIONS IS REQUIRED BY SEC
RULE, AND VIOLATION OF THIS RULE CANNOT AND WILL NOT BE TOLERATED BY CHARTWELL.
8. REVIEW AND ENFORCEMENT OF CODE OF ETHICS.
a. The Compliance Officer (or designee) shall notify each
person who becomes an Associate and is required to
report under this Code of their reporting requirements
no later than 10 days before the first quarter in which
the person is required to begin reporting.
b. The Compliance Officer (or designee) will, on a
quarterly basis, review all reported personal
securities transactions to determine whether a Code
violation may have occurred. Before determining that a
person has violated the Code, the Compliance Officer
must give the person an opportunity to supply
explanatory material.
c. If the Compliance Officer finds that a Code violation
may have occurred, the Compliance Officer must submit a
written report regarding the possible violation,
together with the confidential report and any
explanatory material provided by the person to the
Management Committee. The Management Committee will
independently determine whether the person violated the
Code.
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* Chartwell Associates need not file a Quarterly Report if the Report would
duplicate information contained in broker trade confirmations timely received by
Chartwell. Note that broker trade confirmations may not be generated on private
transactions. However, such transactions are subject to the requirements of this
Code.
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d. No person shall be required to participate in a
determination of whether he or she has violated the
Code or discuss the imposition of any sanction against
him or herself.
e. The Compliance Officer will submit his or her own
personal securities reports, as required, to an
Alternate Compliance Officer who shall fulfill the
duties of the Compliance Officer with respect to the
Compliance Officer's reports.
f. If the Management Committee finds that a person has
violated the Code, the Management Committee will
approve an appropriate resolution of the situation,
which may include any sanctions (including termination)
that the Committee deems appropriate.
9. PROTECTION OF CONFIDENTIAL INFORMATION CONCERNING CLIENT
RECOMMENDATIONS OR ADVICE.
The Firm has adopted the following policies and procedures to
limit access to information relating to decisions as to what advice or
recommendations should be given to clients ("Advisory Information") to
those of the Firm's officers, partners and employees who have a
legitimate need to know that information:
a. DESIGNATION OF ADVISORY PERSONS. The Management
Committee shall designate as "Advisory Persons" those
of the Firm's officers, partners and employees who make
or participate in decisions as to what advice or
recommendations should be given to clients whose duties
or functions relate to the making of such
recommendations or who otherwise have a legitimate need
to know information concerning such matters. The
Compliance Officer (or designee) will inform such
persons of their status as an "Advisory Person."
b. OBLIGATIONS OF ADVISORY PERSONS. In the handling of
Advisory Information, Advisory Persons shall take
appropriate measures to protect the confidentiality of
such information. Specifically, Advisory Persons shall
refrain from:
(i) Disclosing Advisory Information to anyone other
than another Advisory Person, inside or outside of the
Firm (including any employee of an affiliate); EXCEPT
on a strict need-to-know basis and under circumstances
that make it reasonable to believe that the information
will not be misused or improperly disclosed by the
recipient; and
(ii) Engaging in transactions--or recommending or
suggesting that any person (other than a Firm client)
engage in transactions - in any security to which the
Advisory Information relates.
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c. GENERAL POLICY CONCERNING NON-ADVISORY PERSONS. As a
general matter, no employee of the Firm (other than
those employees who are designated as Advisory Persons)
or any employee of an affiliate of the Firm should seek
or obtain access to Advisory Information. In the event
that an employee of the Firm (other than an employee
who is designated as an Advisory Person) should come
into possession of Advisory Information, he or she
should refrain from either disclosing the information
to others or engaging in transactions (or recommending
or suggesting that any person engage in transactions)
in the securities to which such information relates.
10. MONITORING COMPLIANCE WITH INSIDER TRADING AND TIPPING
POLICIES AND PROCEDURES.
The Compliance Officer (or designee) shall review duplicate
confirmations and periodic account statements. This review is designed
to (i) ensure the propriety of personal trading activity; (ii) avoid
possible conflict situations; and (iii) identify transactions that may
violate the prohibitions. The Compliance Officer shall immediately
report any findings of possible irregularity or impropriety to the
Management Committee.
