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Title: |
Code of Ethics |
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2006 |
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$45 |
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[logo]
Acadian
ACADIAN ASSET MANAGEMENT, INC.
CODE OF ETHICS
UPDATED AS OF FEBRUARY 1, 2005
{PAGE}
TABLE OF CONTENTS
Introduction 7
Part 1. General Principles 7
Part 2. Scope of the Code 8
A. Persons Covered by the Code 8
B. Securities Covered by the Code 9
Part 3. Standards of Business Conduct 9
A. Compliance with Laws and Regulations 9
B. Conflicts of Interest 10
1. Conflicts Among Client Interests 10
2. Competing with Client Trades 10
3. Other Potential Conflicts Provisions 10
a. Disclosure of Personal Interest 10
b. Referrals/Brokerage 11
c. Vendors and Suppliers 11
d. Soft Dollars 11
e. Frontrunning 11
f. Churning 11
g. Unfair Treatment of Certain Clients vis-a-vis Others 11
h. Dealing with Clients as agent and principal 12
C. Insider Trading 12
1. Penalties 12
2. Material Nonpublic Information 12
D. Personal Securities Transactions 13
1. Initial Public Offerings 13
2. Limited or Private Offerings 14
3. Blackout Periods 14
4. Short-Term Trading 14
5. Personal securities trades that are exempt 15
E. Gifts and Entertainment 16
1. General Statement 16
2. Gifts 16
a. Receipt 16
b. Offer 16
3. Cash 17
2
{PAGE}
4. Entertainment 17
5. Conferences 17
6. Preclearance 17
7. Quarterly Reporting 17
F. Political and Charitable Contributions 17
G. Confidentiality 17
H. Service on a Board of Directors 18
I. Partnerships 18
J. Other Outside Activities 18
K. Marketing and Promotional Activities 18
L. Old Mutual Stock 19
Part 4. Compliance Procedures 19
A. Access Person Investment Accounts and Duplicate Confirms and Statements 19
B. Personal Securities Transactions Procedures and Reporting 19
1. Monthly Reporting 20
2. Quarterly Reporting 20
3. Annual Reporting 20
4. New Hire Reporting 20
C. Review and Enforcement 21
D. Certification of Compliance 21
1. Initial Certification 21
2. Acknowledgement of Amendments 21
3. Annual Certification 21
Part 5. Miscellaneous 22
A. Excessive Trading 22
B. Access Person Disclosure and Reporting 22
1. Access Person Background Information 22
2. Upon Occurrence 22
C. Responsibility to Know Rules 22
3
{PAGE}
Part 6. Recordkeeping 22
Part 7. Form ADV Disclosure 23
Part 8. Administration and Enforcement of the Code 23
A. Training and Education 23
B. Annual Review 23
C. Board Approval (Fund Advisers) 23
D. Report to Board (Fund Advisers) 24
E. Report to Senior Management (All Advisers) 24
F. Reporting Violations 24
1. Confidentiality 24
2. Advice of Counsel 24
3. Apparent Violations 24
4. Retaliation 24
G. Sanctions 24
H. Further Information about the Code 25
4
{PAGE}
EXHIBITS
EXHIBIT A PERSONS RESPONSIBLE FOR CODE ENFORCEMENT
EXHIBIT B NEW INVESTMENT ACCOUNT APPROVAL FORM
EXHIBIT C ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
EXHIBIT D ACKNOWLEDGMENT OF AMENDMENTS TO CODE OF ETHICS
EXHIBIT E INITIAL REPORT OF ACCESS PERSONS
EXHIBIT F ANNUAL CODE CERTIFICATION AND REPORT OF ACCESS PERSONS
EXHIBIT G ACCESS PERSON MONTHLY SECURITIES TRANSACTION REPORT
EXHIBIT H SECURITIES TRANSACTION REPORT FOR SHORT TERM TRADING
EXHIBIT I PERSONAL SECURITIES TRANSACTIONS PRE-CLEARANCE FORM
EXHIBIT J ACCESS PERSON RELATIONSHIP FORM
EXHIBIT K ACCESS PERSON PARTNERSHIP FORM
EXHIBIT L EMPLOYEE ENTERTAINMENT FORM }$250
EXHIBIT M QUARTERLY REPORT FORM FOR GIFTS AND ENTERTAINMENT
EXHIBIT N BOARD OF DIRECTORS APPROVAL
{PAGE}
APPENDICES
APPENDIX A DEFINITIONS OF TERMS USED IN THE CODE
APPENDIX B FREQUENTLY ASKED QUESTIONS AND ANSWERS
APPENDIX C SPECIAL PROCEDURES RELATING TO RULE 17j-1
6
{PAGE}
INTRODUCTION
Acadian Asset Management, Inc. ("Acadian") has adopted this Code of Ethics
pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers
Act") and rule amendments under Section 204 of the Advisers Act. The Code of
Ethics sets forth standards of conduct expected of all of Acadian's employees
and contractors and addresses conflicts that may arise from personal trading.
Acadian has determined that all employees and some contractors (and their
immediate family members) will be characterized as "Access Persons" for purposes
of implementing and enforcing this Code. This is further defined in Part 2, A,
below. The policies and procedures outlined in the Code of Ethics are intended
to promote compliance with fiduciary standards by Acadian and its Access
Persons. As a fiduciary, Acadian has the responsibility to render professional,
continuous and unbiased investment advice, owes its clients a duty of honesty,
good faith and fair dealing, must act at all times in the best interests of
clients and must avoid or disclose conflicts of interests.
This Code of Ethics is designed to:
o Protect Acadian's clients by deterring misconduct;
o Educate Access Persons regarding Acadian's expectations and the laws
governing their conduct;
o Remind Access Persons that they are in a position of trust and must act
with complete propriety at all times;
o Protect the reputation of Acadian;
o Guard against violation of the securities laws; and
o Establish procedures for Access Persons to follow so that Acadian may
determine whether Access Persons are complying with its ethical
principles.
This Code of Ethics is based upon the principle that the directors, officers and
other Access Persons of Acadian owe a fiduciary duty to, among others, the
clients of Acadian 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 inappropriate advantage of their
position with Acadian; and (iii) any actual or potential conflicts of interest
or any abuse of their position of trust and responsibility. This fiduciary duty
includes the duty of the Chief Compliance Officer of Acadian to report
violations of this Code of Ethics to Acadian's Executive Committee, Board of
Directors, and the Board of Directors of any U.S. registered management
investment company for which Acadian acts as adviser or sub-adviser.
PART 1. GENERAL PRINCIPLES
Our principles and philosophy regarding ethics stress Acadian's overarching
fiduciary duty to its clients and the obligation of its Access Persons to uphold
that fundamental duty. In recognition of the trust and confidence placed in
Acadian by its clients and to give effect to the belief that Acadian's
operations should be directed to benefit its clients, Acadian has adopted the
following general principles to guide the actions of its Access Persons:
1. The interests of clients are paramount. All Access Persons must
conduct themselves and their operations to give maximum effect to this
belief by at all times placing the interests of clients before their
own.
7
{PAGE}
2. All personal transactions in securities by Access Persons must be
accomplished so as to avoid even the appearance of a conflict of
interest on the part of such Access Persons with the interests of any
client.
3. All Access Persons must avoid actions or activities that allow (or
appear to allow) a person to profit or benefit from his or her
position with respect to a client, or that otherwise bring into
question the person's independence or judgment.
4. All information concerning the specific security holdings and
financial circumstances of any client is strictly confidential. Access
Persons are expected to maintain such confidentiality, secure such
information and disclose it only to other Access Persons with a need
to know that information.
5. All supervise persons will conduct themselves honestly, with integrity
and in a professional manner to preserve and protect Acadian's
reputation.
Federal law requires that this Code of Ethics not only be adopted but that it
must also be enforced with reasonable diligence. The Chief Compliance Officer
will keep records of any violation of the Code of Ethics and of the actions
taken as a result of such violations. Failure to comply with the Code of Ethics
may result in disciplinary action, including monetary penalties and the
potential for the termination of employment with Acadian. In addition,
noncompliance with the Code of Ethics has severe ramifications, including
enforcement actions by regulatory authorities, criminal fines, civil injunctions
and penalties, disgorgement of profits and sanctions on your ability to remain
employed in any capacity in the investment advisory business or in a related
capacity.
PART 2. SCOPE OF THE CODE OF ETHICS
A. PERSONS COVERED BY THE CODE OF ETHICS
Acadian's operational and investment management practices expose many if not all
its employees and contractors to client information, including holdings. As a
result, to ensure compliance with regulatory requirements, Acadian has
determined that it will characterize all employees and some contractors (to be
determined by the Chief Compliance Officer) as Access Persons under the Code of
Ethics.
With respect to the reporting of personal securities accounts and pre-clearing
transactions (requirements outlined below), the definition of an Access Persons
is expanded to include the accounts and transactions of the Access Person's
immediate family members. An immediate family member is defined to include any
relative by blood or marriage living in an Access Person's household (spouse,
minor children, a domestic partner etc.), or someone who is primarily supported
financial by the Access Person. The Access Person must report accounts and
personal securities transactions for any account in which he or she has a direct
or indirect beneficial interest. This typically includes individual and joint
accounts, accounts in the name of a spouse, accounts established for minors,
trust accounts, estate accounts, accounts in which the Access Person has power
of attorney or trading authority, and other accounts in which he or she has a
present or future interest in the income, principal or right to obtain title to
securities.
Each employee is responsible for any of his or her immediate family members'
compliance with the requirements imposed by the Code of Ethics. Education and
oversight is a must.
8
{PAGE}
Noncompliance with the Code of Ethics by an immediate family member's will have
the same ramifications on the related employee as if it were the employee who
did not comply.
B. SECURITIES COVERED BY THE CODE OF ETHICS
For purposes of the Code of Ethics and its reporting requirements, the term
"covered security" will include the following:
o any stock or bond;
o investment or futures contracts;
o limited partnerships meeting the definition of a "security" (including
limited liability and other companies that are treated as partnerships
for U.S. federal income tax purposes);
o foreign unit trusts and foreign mutual funds;
o closed-end investment companies;
o shares of open-end mutual funds that are advised or sub-advised by
Acadian or one of Acadian's affiliates, including all companies under the
Old Mutual umbrellas*; and
o private investment funds, hedge funds, and investment clubs;
but specifically does not include:
o direct obligations of the U.S. government;
o bankers' acceptances, bank certificates of deposit, commercial paper, and
high quality short-term debt obligations, including repurchase
agreements;
o shares issued by money market funds (domiciled inside or outside the
United States);
o shares of open-end mutual funds that are not advised or sub-advised by
Acadian or one of Acadian's affiliates, including all companies under the
Old Mutual umbrellas; and
o shares issued by unit investment trusts that are invested exclusively in
one or more open-end funds, none of which are funds advised or
sub-advised by Acadian or one of Acadian's affiliates, including all
companies under the Old Mutual umbrellas.
* The Chief Compliance Officer will attempt to maintain a current list of firm
affiliates and open ended funds that will require pre-approval. If there is any
doubt about any open ended fund you wish to purchase you should pre-clear.
PART 3. STANDARDS OF BUSINESS CONDUCT
The Code of Ethics sets forth standards of business conduct that Acadian
requires of its Access Persons and that relate to Acadian's and Access Person's
fiduciary obligations. Access Persons should maintain the highest ethical
standards in carrying out Acadian's business activities. Acadian's reputation is
one of its most important assets. Maintaining the trust and confidence of
clients is a vital responsibility. This section sets forth Acadian's business
conduct standards.
A. COMPLIANCE WITH LAWS AND REGULATIONS
Each Access Person must comply with applicable federal securities laws and all
provisions of Acadian's Compliance Manual.
9
{PAGE}
1. As part of this requirement, Access Persons are not permitted, in
connection with the purchase or sale, directly or indirectly, of a
security held or to be acquired by a client:
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