Exhibit o(1)
PICTET FUNDS (the "Trust")
PICTET GLOBAL EMERGING MARKETS FUND
PICTET INTERNATIONAL SMALL COMPANIES FUND
PICTET EASTERN EUROPEAN FUND
PICTET EUROPEAN EQUITY FUND
PICTET INTERNATIONAL EQUITY FUND
(together with other series of the Trust that may be created, each a "Fund")
AMENDED AND RESTATED CODE OF ETHICS
I. Introduction
A. General Principles
This Code of Ethics (the "Code") establishes rules of conduct for "Access
Persons" (as defined herein) of the Trust and is designed to govern the
personal
securities activities of Access Persons. In general, in connection with
personal securities transactions, Access Persons should (1) always place the
interests of each Fund's shareholders first; (2) conduct all personal
securities
transactions consistent with this Code and in such a manner as to avoid any
actual or potential conflict of interest or any abuse of an Access Person's
position of trust and responsibility; and (3) not take inappropriate advantage
of their positions.
B. Legal Requirement
Rule 17j-1(a) under the Investment Company Act of 1940 (the "1940 Act") makes
it
unlawful for any Access Person, in connection with the purchase or sale by such
person of a security "held or to be acquired" by a Fund:
1. To employ any device, scheme or artifice to defraud the Trust;
2. To make to the Trust any untrue statement of a material fact or omit to
state to the Trust a material fact necessary in order to make the statements
made, in light of the circumstances under which they are made, not misleading;
3. To engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Trust; or
4. To engage in any manipulative practice with respect to the Trust.
A security is "held or to be acquired" if within the most recent 15 days it (a)
is or has been held by a Fund, or (b) is being or has been considered by the
Trust or the investment adviser for purchase by a Fund. A purchase or sale
includes the purchase or sale of an option to purchase or sell. A security is
being or has been considered for purchase when the portfolio manager for a
Fund is giving or has given serious consideration to a purchase of the security.
C. Definitions
1. For purposes of this Code, "Access Person" means:
a. Any Trustee, director, officer or general partner of the Trust, its
adviser, any subadviser or any other investment adviser to the Trust.
b. Any employee of the Trust, its adviser, any subadviser or any other
adviser (or of any company in a control relationship to the adviser, any
subadviser or any other investment adviser)
i. Who, in connection with his or her regular functions or duties, makes,
participates in or obtains information about the purchase or sale of securities
held or to be acquired by any Fund, or
ii. Whose functions relate to the making of any recommendations about these
purchases or sales; and
c. Any natural person in a control relationship to the Trusts adviser, any
subadviser or any other adviser who obtains information concerning
recommendations made to any Fund about the purchase or sale of securities held
or to be acquired.
For purposes of this Code, Advisory Person means the person or persons with
the direct responsibility and authority to make investment decisions affecting
a
Fund, i.e., a portfolio manager or an assistant portfolio manager. An Advisory
Person is also an Access Person.
3. For purposes of this Code, an Access Person or Advisory Person of the
Trust does not include an employee, director, officer or general partner of an
investment adviser or subadviser that has adopted a code of ethics approved by
the Board of Trustees of the Trust. This code must contain provisions
reasonably necessary to prevent its covered persons from engaging in any act,
practice or course of business prohibited by Rule 17j-1(a) under the 1940 Act,
and must require these persons to report their security transactions to such
investment adviser or subadviser.
4. Acquisition or Acquire includes any purchase and the receipt of any
gift or bequest of any security.
5. Control has the same meaning as in Section 2(a)(9) of the 1940 Act.
Section 2(a)(9) defines control as the power to exercise a controlling
influence over the management or policies of a company, unless this power is
solely the result of an official position with the company.
6. Designated Supervisory Person means any officer or employee of the Trust
designated to receive and review reports of purchases and sales by Access
Persons and to perform the other duties described in this Code.
7. Disposition or Dispose includes any sale and the making of any
personal or charitable gift of securities.
8. 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
Section 13 or 15(d) of the 1934 Act.
9. Private Placement means an offering that is exempt from registration
under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or
Rule 504, 505 or 506 under the 1933 Act.
II. Restrictions on Activities
A. Prohibited Purchases and Sales
No Access Person may purchase or sell, directly or indirectly, any
security (or related security), other than a security exempted by Article III
of
this Code, in which he or she has, or by reason of such transaction acquires,
any direct or indirect beneficial ownership (as defined in Attachment A to this
Code) and which he or she knows or should have known at the time of such
purchase or sale:
1. is being considered for purchase or sale by a Fund; or
2. is being purchased or sold by a Fund.
B. Blackout Periods
1. No Access Person may purchase or sell, directly or indirectly, any
security in which he or she has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership on a day during which any Fund has a
pending "buy" or "sell" order in that same security until that order is
executed
or withdrawn. The foregoing will not apply to a person who is an Access Person
of the Trust by virtue of being a Trustee of the Trust, but who is not an
"interested person" (as defined in Section 2(a)(19) of the 1940 Act) of the
Trust (a "Disinterested Trustee").
2. No Advisory Person may purchase or sell, directly or indirectly, any
security in which he or she has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership within seven (7) calendar days before
or
after a Fund with respect to which he/she has investment discretion trades in
that security.
C. Interested Transactions
No Access Person may recommend any securities transactions by a Fund without
having disclosed his or her interest, if any, in such securities or the issuer
thereof, including without limitation:
1. Any direct or indirect beneficial ownership (as defined in Attachment A to
this Code) of any securities of such issuer;
2. Any contemplated transaction by such person in such securities;
3. Any position with such issuer or its affiliates; and
4. Any present or proposed business relationship between such issuer or its
affiliates and such person or any party in which such person has a significant
interest.
D. Initial Public Offerings
No Advisory Person may acquire any securities in an Initial Public
Offering for his or her personal account without the prior approval of the
Designated Supervisory Person.
E. Private Placements
No Advisory Person may acquire, directly or indirectly, beneficial
ownership of any securities in a Private Placement without the prior approval
of
the Designated Supervisory Person who has been provided by such Advisory Person
with full details of the proposed transaction (including written certification
that the investment opportunity did not arise by virtue of the Advisory
Person's
activities on behalf of a Fund) and has concluded after consultation with other
investment advisory personnel of the Trust that the Funds have no foreseeable
interest in purchasing such securities.
F. Short-Term Trading Profits
No Advisory Person may profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) securities of which such Advisory Person
has beneficial ownership within three business days. Any profit so realized
will, unless the Trust's Board approves otherwise, be paid over to the Trust or
to a charitable organization of the Advisory Person's choosing.
G. Service as a Director
No Advisory Person may serve on the board of directors of any publicly
traded company without prior authorization from the Designated Supervisory
Person based upon a determination that such board service would be consistent
with the interests of the Trust and Fund shareholders.
III. Exempt Transactions
A. For purposes of this Code, the term "security" means a security as defined
in Section 2(a)(36) of the 1940 Act, other than the following:
1. Securities issued or guaranteed as to principal or interest by the
Government of the United States or its instrumentalities;
2. Bankers' acceptances;
3. Bank certificates of deposit;
4. Commercial paper; and
5. Shares of registered open-end management investment companies.
B. The prohibitions described in Paragraphs A and B of Article II will not
apply to:
1. Purchases or sales effected in any account over which the Access Person
has no direct or indirect influence or control;
2. Purchases or sales that are non-volitional on the part of the Access
Person;
3. Purchases that are part of an automatic dividend reinvestment plan;
4. Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its securities, to the extent such rights
were
acquired from the issuer, and sales of such rights so acquired;
5. The receipt of securities as gifts and bequests and the making of personal
or charitable gifts or bequests of securities; or
6. Subject to the advance approval of the Designated Supervisory Person,
purchases or sales which are only remotely potentially harmful to a Fund
because
such purchases or sales would be unlikely to affect a highly institutional
market, or because such purchases or sales are clearly not related economically
to the securities held, purchased or sold by a Fund.
IV. Compliance Procedures
A. Preclearance
An Advisory Person may directly or indirectly, purchase or sell a security
only if (1) such purchase or sale has been approved by the Designated
Supervisory Person, (2) the approved transaction is completed by the close of
business on the next business day after approval is received and (3) the
Designated Supervisory Person has not rescinded such approval prior to
execution
of the transaction. A business day is any day when the New York Stock Exchange
is open.
B. Reporting
An Access Person must submit to the Designated Supervisory Person, on forms
specified by the Designated Supervisory Person, the following reports as to all
securities and brokerage accounts in which the Access Person has, or by reason
of a transaction, acquires beneficial ownership.
1. Initial Holdings Reports. Not later than 10 days after an Access Person
becomes an Access Person, the following information:
a. The title, number of shares and principal amount of each security not
exempted by Article III, Paragraph A in which the Access Person had any direct
or indirect beneficial ownership when the Access Person became an Access Person;
b. The name of any broker, dealer or bank with whom the Access Person
maintained an account containing securities (including exempt securities) in
which the Access Person had any direct or indirect beneficial ownership as of
the date the Access Person became an Access Person; and
c. The date the report is being submitted by the Access Person.
2. Quarterly Transaction Reports. Not later than 10 days after the end of
each calendar quarter, the following information:
a. Securities Transactions. For any acquisition or disposition during the
calendar quarter of a security not exempted by Article III, Paragraph A in
which
the Access Person had any direct or indirect beneficial ownership:
i. The date of the acquisition or disposition, the title, the interest rate
and maturity date (if applicable), the number of shares and the principal
amount
of each security;
ii. The nature of the acquisition or disposition (i.e., purchase, sale, gift
or any other type of acquisition or disposition):
iii. The price of the security at which the acquisition or disposition was
effected;
iv. The name of the broker, dealer or bank with or through which the
acquisition or disposition was effected; and
v. The date the report is being submitted by the Access Person.
b. Brokerage Accounts. For any account established by the Access Person
containing securities (including exempt securities) in which the Access Person
had a direct or indirect beneficial ownership during the quarter:
i. The name of the broker, dealer or bank with whom the Access Person
established the account;
ii. The date the account was established; and
iii. The date the report is being submitted by the Access Person.
c. If There Are No Transactions or New Accounts. If no reportable
transactions in any securities were effected or new accounts opened during a
calendar quarter, the affected Access Person must submit to the Designated
Supervisory Person, within ten calendar days after the end of the quarter, a
report stating that no reportable securities transactions were effected and no
new accounts were opened during the quarter.
3. Annual Holdings Reports. By a date specified by the Designated
Supervisory Person and as of a date within 30 days before this reporting
deadline, the following information:
a. The title, number of shares and principal amount of each security not
exempted by Article III, Paragraph A in which the Access Person had any direct
or indirect beneficial ownership;
b. The name of any broker, dealer or bank with whom the Access Person
maintained an account containing securities (including exempt securities) in
which the Access Person had any direct or indirect beneficial ownership; and
c. The date the report is being submitted by the Access Person.
4. Reporting Exemption for Disinterested Trustees. A Disinterested Trustee
of the Trust need not make:
a. An initial holdings report under Article IV, Paragraph B.1;
b. An annual holdings report under Article IV, Paragraph B.3; or
c. A quarterly transaction report under Article IV, Paragraph B.2, unless the
Trustee, at the time of that transaction, knows or, in the ordinary course of
fulfilling his official duties as a Trustee, should know that, during the
15-day
period immediately before or immediately after the transaction date, that
security
i. Was purchased or sold by a Fund or
ii. Was being considered by a Fund, its adviser, any subadviser or any other
investment adviser for purchase or sale by the Fund.
5. Disclaimer of Beneficial Ownership. Any report submitted by an Access
Person in accordance with this Code may contain a statement that the report
will
not be construed as an admission by that person that he or she has any direct
or
indirect beneficial ownership in any security or brokerage account to which the
report relates. The existence of any report will not by itself be construed as
an admission that any event included in the report is a violation of this Code.
6. Alternative Reporting Procedures. To the extent consistent with Rule 17j-
1 under the 1940 Act, and Rule 204-2(a)(12) under the Investment Advisers Act
of
1940, the Designated Supervisory Person may approve other alternative reporting
procedures.
7. Duplicate Brokerage Confirmations. For transactions executed through a
broker, an Access Person may fulfill his or her reporting requirement by
directing the broker(s) to transmit to the Designated Supervisory Person
duplicate confirmations of these transactions.
8. Annual Certification of Compliance. Each Access Person, including each
Disinterested Trustee, must certify annually (by a date specified by and on the
form designated by the Designated Supervisory Person) that the Access Person:
a. Has received, read and understand this Code and recognizes that the Access
Person is subject to the Code;
b. Has complied with all the requirements of this Code; and
c. Has disclosed or reported all personal securities transactions, holdings
and accounts required by this Code to be disclosed or reported.
V. Duties Of The Designated Supervisory Person
A. Identifying and Notifying Access Persons
The Designated Supervisory Person will identify each Access Person and notify
each Access Person that the person is subject to this Code, including the
reporting requirements.
B. Providing Information to Access Persons
The Designated Supervisory Person will furnish all Access Persons with a copy
of
this Code and provide advice, with the assistance of counsel, about the
interpretation of this Code.
C. Reviewing Reports
The Designated Supervisory Person will review the reports submitted by each
Access Person to determine whether there may have been any transactions
prohibited by this Code.
D. Providing Information to the Board of Trustees
1. The Designated Supervisory Person will promptly furnish to the Board of
Trustees all material information regarding any violation of the Code by any
Access Person or Advisory Person.
2. At least annually, the Designated Supervisory Person will report to the
Board of Trustees:
a. All existing procedures concerning Covered Persons' personal trading
activities and any procedural changes made during the past year;
b. Any recommended changes to the Code or procedures; and
c. A summary of any violations which occurred during the past year for which
significant remedial action was taken and which had not previously been
reported
to the Board of Trustees.
3. At least annually, the Designated Supervisory Person will certify in
writing to the Board of Trustees that the Trust has adopted procedures
reasonably necessary to prevent Access Persons from violating this Code.
E. Maintaining Records
The Designated Supervisory Person will:
1. Preserve in an easily accessible place a copy of this Code and any other
code of ethics that has been in effect at any time within the past five years;
2. Maintain in an easily accessible place a list of all Access Persons who
are, or within the past five years have been, required to make reports;
3. Preserve for a period of not less than five years from the end of the
fiscal year in which it was made, the first two years in an easily accessible
place, a copy of each report submitted by an Access Person and a copy of any
written memoranda prepared by the Designated Supervisory Person in connection
therewith;
4. Preserve in an easily accessible place for a period of not less than five
years following the end of the fiscal year in which the violation occurs a
record of any violation of this Code and of any action taken as a result of
that
violation;
5. Preserve for a period of not less than five years from the end of the
fiscal year in which it was made, the first two years in an easily accessible
place, a copy of
a. Each report made to the Board of Trustees of the Trust, including any
written report describing any material violations of the Code or procedures or
sanctions imposed in response to material violations and
b. Any documents certifying that the Trust, its adviser, any subadviser or
any other adviser has adopted procedures reasonably necessary to prevent Access
Persons from violating this Code; and
6. Maintain a record of any decision, and the reasons supporting the
decision, to approve the acquisition by an Advisory Person of securities in an
Initial Public Offering or Private Placement for at least five years after the
end of the fiscal year in which the approval is granted.
VI. Sanctions
Upon discovering that an Access Person has not complied with the requirements
of
this Code, the Designated Supervisory Person or the Board of Trustees may
impose
on that person appropriate remedial action, including, in addition to actions
specifically delineated in other sections of this Code, a letter of censure,
disgorgement of profits obtained in connection with a violation, the imposition
of fines, restrictions on future personal trading, termination of the Access
Persons position or relationship with the Trust or referral to civil or
criminal authorities.
VII. Investment Advisers Reporting Obligations
Each investment adviser and subadviser will:
A. Submit to the Board of Trustees of the Trust a copy of its code of ethics
adopted pursuant to Rule 17j-1 under the 1940 Act;
B. Promptly report to the Board of Trustees of the Trust in writing any
material amendments to these codes of ethics;
C. Promptly furnish to the Board of Trustees of the Trust, upon request,
copies of any reports made pursuant to such code of ethics by any person who
would be an Access Person or Advisory Person hereunder if such person were not
subject to such code of ethics; and
D. Immediately furnish to the Board of Trustees of the Trust all material
information regarding any violation of such code of ethics by any person who
would be an Access Person or Advisory Person hereunder if such person were not
subject to such code of ethics.
VIII. Approval of Codes of Ethics and Amendments
The Board of Trustees of the Trust, including a majority of Disinterested
Trustees, must approve (1) this Code Of Ethics and the codes of ethics of its
adviser, any subadviser or any other adviser and (2) any material changes to
any
of these codes.
A. Board Findings
The Board of Trustees must base its approval of any of these codes and any
material changes to a code on a determination that the code contains provisions
reasonably necessary to prevent Access Persons from engaging in any unlawful
actions.
B. Certification
Before approving any of these codes or any amendment to a code, the Board of
Trustees must receive a certification from the affected adviser or subadviser
that it has adopted procedures reasonably necessary to prevent Access Persons
from violating its code of ethics.
C. Approval of Amendments
The Board of Trustees must approve any material change to any of these codes no
later than six months after adoption of the material change.
IX. Confidentiality
All information obtained from any Access Person hereunder will be kept in
strict
confidence, except that reports of securities transactions hereunder may be
made
available to the Securities and Exchange Commission or any other regulatory or
self-regulatory organization, and may otherwise be disclosed to the extent
required by law or regulation.
X. Other Laws, Rules, and Statements of Policy
Nothing contained in this Code will be interpreted as relieving any Access
Person from acting in accordance with the provision of any applicable law,
rule,
or regulation or any other statement of policy or procedures governing the
conduct of such person adopted by the Trust.
XI. Further Information
If any person has any questions with regard to the applicability of the
provisions of this Code generally or with regard to any securities transaction
or transactions he or she should consult the Designated Supervisory Person.
Originally dated: July 19, 1995
Approved as amended and restated: June 23, 2000
Attachment A
"Beneficial ownership", for purposes of this Code, will be determined in
accordance with the definition of "beneficial owner" set forth in Rule 16a-
(a)(2) under the Securities Exchange Act of 1934, as amended, i.e., a person
must have a "direct or indirect pecuniary interest" to have "beneficial
ownership". Although the following list is not intended to be exhaustive,
pursuant to the rule, a person is generally regarded as the beneficial owner of
the following securities:
(1) securities held in the person's own name;
(2) securities held with another in joint tenancy, community property or other
joint ownership;
(3) securities held by a bank or broker as nominee or custodian on such
person's behalf of securities pledged as collateral for a loan;
(4) securities held by members of the person's immediate family sharing the
same household ("immediate family" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships);
(5) securities held by a relative not residing in the person's home if the
person is a custodian, guardian or otherwise has controlling influence over the
purchase, sale or voting of such securities;
(6) securities held by a trust in which the person is a beneficiary and has or
shares the power to make purchase or sales decisions;
(7) securities held by a trust for which the person serves as a trustee and in
which the person has a pecuniary interest (including pecuniary interests by
virtue of performance fees and by virtue of holdings by the person's immediate
family);
(8) securities held by a general partnership or limited partnership in which
the person is a general partner;
(9) securities owned by a corporation in which the person has a control
position or in which the person has or shares investment control over the
portfolio securities (other than a registered investment company);
(10) securities in a portfolio giving the person certain performance related
fees; and
(11) securities held by another person or entity pursuant to any agreement,
understanding, relationship or other arrangement giving the person any direct
or
indirect pecuniary interest.
